BARCLAYS PLC (Form: S-8, Received: 09/29/2008 16:26:39)

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

Barclays PLC

(Exact Name of Registrant as Specified in Its Charter)

N/A
(Registrant’s Name for Use in English)


England
(State or Other Jurisdiction of Incorporation or		None
Organization)		(I.R.S. Employer Identification Number)

1 Churchill Place
London E14 5HP
United Kingdom
(Address of Principal Executive Offices)

Barclays PLC Approved and Unapproved Incentive Share Option Plans
Barclays PLC Executive Share Award Scheme
Barclays PLC Renewed 1986 Executive Share Option Scheme
Barclays PLC Performance Share Plan
Barclays Group Special Award Performance Share Plan
Barclays Group Incentive Share Plan
(Full Title of the Plan)

James Walker
Barclays Bank PLC
200 Park Avenue
New York, New York 10166
United States of America
Tel. No.: 1-212-412-4000
(Name, Address and Telephone Number of Agent for Service)

Copies to:
John O’Connor
Sullivan & Cromwell LLP
1 New Fetter Lane
London EC4A 1AN
United Kingdom
Tel. No.: 011-44-20-7959-8900

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE



		Proposed Maximum	Proposed Maximum	Amount of
Title of Securities to Be	Amount to Be	Offering Price Per	Aggregate Offering	Registration Fee
Registered	Registered (1)	Share (2)	Price (2)	(2)(3)
Ordinary shares of Barclays PLC, nominal value 25p per share
– To be issued and transferred under the Barclays PLC Approved and Unapproved Incentive Share Option Plans (4)	200,000 shares	$6.49	$1,298,000	$51.01
– To be issued and transferred under the Barclays PLC Executive Share Award Scheme (4)	80,000,000 shares	$6.49	$519,200,000	$20,404.56
– To be issued and transferred under the Barclays PLC Renewed 1986 Executive Share Option Scheme (4)	50,000 shares	$6.49	$324,500	$12.75
– To be issued and transferred under the Barclays PLC Performance Share Plan (4)	5,000,000 shares	$6.49	$32,450,000	$1,275.29
– To be issued and transferred under the Barclays Group Special Award Performance Share Plan (4)	1,000,000 shares	$6.49	$6,490,000	$255.06
– To be issued and transferred under the Barclays Group Incentive Share Plan (4)	1,000,000 shares	$6.49	$6,490,000	$255.06
TOTAL	87,250,000 shares		$566,252,500	$22,253.73


(1)		The amount of ordinary shares of Barclays PLC, nominal value 25p per share (“ordinary shares”), being registered represents the estimated maximum aggregate amount issuable to employees in the United States pursuant to each of the Barclays PLC Approved and Unapproved Incentive Share Option Plans, the Executive Share Award Scheme, the Barclays PLC Renewed 1986 Executive Share Option Scheme, the Barclays PLC Performance Share Plan, the Barclays Group Special Award Performance Share Plan and the Barclays Group Incentive Share Plan.

(2)		In accordance with Rule 457(h), the maximum offering price per share has been calculated pursuant to Rule 457(c) based upon the average of the high and low price of the ordinary shares on the London Stock Exchange of £3.5288 on September 26, 2008. The translation of pounds sterling into U.S. dollars has been made at the Federal Reserve Noon Buying Rate on September 26, 2008. Offering prices are estimated solely for the purpose of calculating the registration fee.

(3)		Barclays PLC previously paid a registration fee of $558,993 with respect to securities that were previously registered pursuant to the registrant’s prior registration statement on Form F-4 (File no. 333-143666) (the “Form F-4 Registration Statement”), filed on June 12, 2007. Barclays (Netherlands) N.V. previously paid a registration fee of $512,548 with respect to securities that were previously registered pursuant to Amendment No. 4 to the Form F-4 Registration Statement, filed on August 3, 2007. Of the combined registration fee of $1,071,541 paid by Barclays PLC and Barclays (Netherlands) N.V., $900,429.50 has not been used. In accordance with Rule 457(p), the unused amount of registration fee paid with respect to the Form F-4 Registration Statement will be applied to pay the registration fee payable with respect to the securities registered under this registration statement.

(4)		The ordinary shares may be represented by American Depositary Shares, each of which represents four ordinary shares. American Depositary Shares, which may be evidenced by American Depositary Receipts, issuable on deposit of ordinary shares have been registered pursuant to the separate Registration Statement on Form F-6 (File No. 333-152742).

TABLE OF CONTENTS


PART I
PART II
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption from Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
EX-4.2
EX-4.3
EX-4.4
EX-4.5
EX-4.6
EX-4.7
EX-4.8
EX-5.1
EX-23.2
EX-24.1
EX-24.2

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the plan covered by this registration statement as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act of 1933”). These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents that Barclays PLC (“Barclays”) has filed with the U.S. Securities and Exchange Commission (the “SEC”) are incorporated in this registration statement by reference and made a part hereof:

(a)

our Annual Report Form 20-F for the fiscal year ended December 31, 2007 (File No. 001-09246) filed with the SEC on March 26, 2008; and

(b)

our Current Reports on Form 6-K furnished to the SEC on May 15, 2008, June 6, 2008, June 12, 2008, June 25, 2008, July 18, 2008, August 7, 2008, August 22, 2008 and September 17, 2008, in each case and as applicable, to the same extent as such report was designated on the cover thereof for incorporation by reference into our Registration Statement on Form S-8 (File No. 333-12818).

All documents filed by Barclays under Sections 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this registration statement, but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be part thereof from the date of filing of such documents.

Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such document shall not create any implication that there has been no change in the affairs of Barclays since its date thereof or that the information contained in it is current as of any time subsequent to its date. Any statement contained in such a document shall be deemed to be modified or superseded for the purpose of this registration statement to the extent that a subsequent statement contained herein or in a subsequently filed document incorporated by reference herein, modifies or supersedes that statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. In addition, any statement contained in any such document shall be deemed to be superseded for the purpose of this registration statement to the extent that a discussion contained herein covering the same subject matter omits such statement. Any such statement omitted shall not be deemed to constitute a part of this registration statement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

None.

Item 6. Indemnification of Directors and Officers

Barclays is subject to the provisions of the U.K. Companies Act 2006 (the “2006 Act”). The relevant provisions of the 2006 Act in respect of indemnification of directors and officers are sections 205, 206, 232 to 238 inclusive and 1157.

Section 205 (Exception for expenditure on defending proceedings etc.) of the 2006 Act provides:

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(1) Approval is not required under section 197, 198, 200 or 201 (requirement of members’ approval for loans etc) for anything done by a company —

(a) to provide a director of the company or of its holding company with funds to meet expenditure incurred or to be incurred by him (i) in defending any criminal or civil proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to the company or an associated company, or (ii) in connection with an application for relief (see subsection (5)), or

(b) to enable any such director to avoid incurring such expenditure,

if it is done on the following terms.

(2) The terms are —

(a) that the loan is to be repaid, or (as the case may be) any liability of the company incurred under any transaction connected with the thing done is to be discharged, in the event of (i) the director being convicted in the proceedings, (ii) judgment being given against him in the proceedings, or (iii) the court refusing to grant him relief on the application; and

(b) that it is to be so repaid or discharged not later than (i) the date when the conviction becomes final, (ii) the date when the judgment becomes final, or (iii) the date when the refusal of relief becomes final.

(3) For this purpose a conviction, judgment or refusal of relief becomes final —

(a) if not appealed against, at the end of the period for bringing an appeal;

(b) if appealed against, when the appeal (or any further appeal) is disposed of.

(4) An appeal is disposed of —

(a) if it is determined and the period for bringing any further appeal has ended, or

(b) if it is abandoned or otherwise ceases to have effect.

(5) The reference in subsection (1)(a)(ii) to an application for relief is to an application for relief under section 661(3) or (4) (power of court to grant relief in case of acquisition of shares by innocent nominee), or section 1157 (general power of court to grant relief in case of honest and reasonable conduct).

Section 206 (Exception for expenditure in connection with regulatory action or investigation) of the 2006 Act provides:

Approval is not required under section 197, 198, 200 or 201 (requirement of members’ approval for loans etc) for anything done by a company —

(a) to provide a director of the company or of its holding company with funds to meet expenditure incurred or to be incurred by him in defending himself (i) in an investigation by a regulatory authority, or (ii) against action proposed to be taken by a regulatory authority, in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to the company or an associated company, or

(b) to enable any such director to avoid incurring such expenditure.

Section 232 (Provisions protecting directors from liability) of the 2006 Act provides:

(1) Any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.

(2) Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company, or of an associated company, against any liability attaching to him in

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connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is void, except as permitted by —

(a) section 233 (provision of insurance),

(b) section 234 (qualifying third party indemnity provision), or

(3) This section applies to any provision, whether contained in a company’s articles or in any contract with the company or otherwise.

(4) Nothing in this section prevents a company’s articles from making such provision as has previously been lawful for dealing with conflicts of interest.

Section 233 (Provision of insurance) of the 2006 Act provides:

Section 232(2) (voidness of provisions for indemnifying directors) does not prevent a company from purchasing and maintaining for a director of the company, or of an associated company, insurance against any such liability as is mentioned in that subsection.

Section 234 (Qualifying third party indemnity provision) of the 2006 Act provides:

(1) Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying third party indemnity provision.

(2) Third party indemnity provision means provision for indemnity against liability incurred by the director to a person other than the company or an associated company.

Such provision is qualifying third party indemnity provision if the following requirements are met.

(3) The provision must not provide any indemnity against —

(a) any liability of the director to pay (i) a fine imposed in criminal proceedings, or (ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

(b) any liability incurred by the director (i) in defending criminal proceedings in which he is convicted, or (ii) in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him, or (iii) in connection with an application for relief (see subsection (6)) in which the court refuses to grant him relief.

(4) The references in subsection (3)(b) to a conviction, judgment or refusal of relief are to the final decision in the proceedings.

(5) For this purpose —

(a) a conviction, judgment or refusal of relief becomes final (i) if not appealed against, at the end of the period for bringing an appeal, or (ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of; and

(b) an appeal is disposed of (i) if it is determined and the period for bringing any further appeal has ended, or (ii) if it is abandoned or otherwise ceases to have effect.

(6) The reference in subsection (3)(b)(iii) to an application for relief is to an application for relief under section 661(3) or (4) (power of court to grant relief in case of acquisition of shares by innocent nominee), or section 1157 (general power of court to grant relief in case of honest and reasonable conduct).

Section 235 (Qualifying pension scheme indemnity provision) of the 2006 Act provides:

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(1) Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity provision.

(2) Pension scheme indemnity provision means provision indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company’s activities as trustee of the scheme.

Such provision is qualifying pension scheme indemnity provision if the following requirements are met.

(3) The provision must not provide any indemnity against —

(b) any liability incurred by the director in defending criminal proceedings in which he is convicted.

(4) The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings.

(5) For this purpose —

(a) a conviction becomes final (i) if not appealed against, at the end of the period for bringing an appeal, or (ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of; and

(b) an appeal is disposed of (i) if it is determined and the period for bringing any further appeal has ended, or (ii) if it is abandoned or otherwise ceases to have effect.

(6) In this section “occupational pension scheme” means an occupational pension scheme as defined in section 150(5) of the Finance Act 2004 (c. 12) that is established under a trust.

Section 236 (Qualifying indemnity provision to be disclosed in directors report) of the 2006 Act provides:

(1) This section requires disclosure in the directors’ report of —

(a) qualifying third party indemnity provision, and

(b) qualifying pension scheme indemnity provision.

Such provision is referred to in this section as “qualifying indemnity provision”.

(2) If when a directors’ report is approved any qualifying indemnity provision (whether made by the company or otherwise) is in force for the benefit of one or more directors of the company, the report must state that such provision is in force.

(3) If at any time during the financial year to which a directors’ report relates any such provision was in force for the benefit of one or more persons who were then directors of the company, the report must state that such provision was in force.

(4) If when a directors’ report is approved qualifying indemnity provision made by the company is in force for the benefit of one or more directors of an associated company, the report must state that such provision is in force.

(5) If at any time during the financial year to which a directors’ report relates any such provision was in force for the benefit of one or more persons who were then directors of an associated company, the report must state that such provision was in force.

Section 237 (Copy of qualifying indemnity provision to be available for inspection) of the 2006 Act provides:

(1) This section has effect where qualifying indemnity provision is made for a director of a company, and applies —

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(a) to the company of which he is a director (whether the provision is made by that company or an associated company), and

(b) where the provision is made by an associated company, to that company.

(2) That company or, as the case may be, each of them must keep available for inspection —

(a) a copy of the qualifying indemnity provision, or

(b) if the provision is not in writing, a written memorandum setting out its terms.

(3) The copy or memorandum must be kept available for inspection at —

(a) the company’s registered office, or

(b) a place specified in regulations under section 1136.

(4) The copy or memorandum must be retained by the company for at least one year from the date of termination or expiry of the provision and must be kept available for inspection during that time.

(5) The company must give notice to the registrar —

(a) of the place at which the copy or memorandum is kept available for inspection, and

(b) of any change in that place,

unless it has at all times been kept at the company’s registered office.

(6) If default is made in complying with subsection (2), (3) or (4), or default is made for 14 days in complying with subsection (5), an offence is committed by every officer of the company who is in default.

(7) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(8) The provisions of this section apply to a variation of a qualifying indemnity provision as they apply to the original provision.

(9) In this section “qualifying indemnity provision” means —

(a) qualifying third party indemnity provision, and

(b) qualifying pension scheme indemnity provision.

Section 238 (Right of member to inspect and request copy) of the 2006 Act provides:

(1) Every copy or memorandum required to be kept by a company under section 237 must be open to inspection by any member of the company without charge.

(2) Any member of the company is entitled, on request and on payment of such fee as may be prescribed, to be provided with a copy of any such copy or memorandum.

The copy must be provided within seven days after the request is received by the company.

(3) If an inspection required under subsection (1) is refused, or default is made in complying with subsection (2), an offence is committed by every officer of the company who is in default.

(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

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(5) In the case of any such refusal or default the court may by order compel an immediate inspection or, as the case may be, direct that the copy required be sent to the person requiring it.

Section 1157 (Power of court to grant relief in certain cases) of the 2006 Act provides:

(1) If in proceedings for negligence, default, breach of duty or breach of trust against —

(a) an officer of a company, or

(b) a person employed by a company as auditor (whether he is or is not an officer of the company),

it appears to the court hearing the case that the officer or person is or may be liable but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused, the court may relieve him, either wholly or in part, from his liability on such terms as it thinks fit.

(2) If any such officer or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default, breach of duty or breach of trust —

(a) he may apply to the court for relief, and

(b) the court has the same power to relieve him as it would have had if it had been a court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought.

(3) Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant (in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper.

Article 160 of the articles of association of Barclays provides:

(a) To the extent permitted by the Companies Act 1985 and the Companies Act 2006, every person who is or was a director or other officer of the company (other than any person (whether or not an officer of the company) engaged by the company as auditor) shall be and shall be kept indemnified out of the assets of the company against all costs, charges, losses and liabilities incurred by him (whether in connection with any negligence, default, breach of duty or breach of trust by him or otherwise) in relation to the company or its affairs provided that such indemnity shall not apply in respect of any liability incurred by him:

(i) to the company or to any associated company; or

(ii) to pay a fine imposed in criminal proceedings; or

(iii) to pay a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (howsoever arising); or

(iv) in defending any criminal proceedings in which he or she is convicted; or

(v) in defending any civil proceedings brought by the company, or an associated company, in which judgment is given against him; or

(vi) in connection with any application under any of the following provisions in which the court refuses to grant him relief, namely:

(A) section 144(3) or (4) of the Companies Act 1985 (acquisition of shares by innocent nominee); or

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(B) section 727 of the Companies Act 1985 (general power to grant relief in case of honest and reasonable conduct).

(b) In article 160(a)(iv), (v) or (vi) the reference to a conviction, judgment or refusal of relief is a reference to one that has become final. A conviction, judgment or refusal of relief becomes final:

(i) if not appealed against, at the end of the period for bringing an appeal; or

(ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of.

An appeal is disposed of:

(1) if it is determined and the period for bringing any further appeal has ended; or

(2) if it is abandoned or otherwise ceases to have effect.

(c) To the extent permitted by the Companies Act 1985 and the Companies Act 2006, every person who is or was a director of the company acting in its capacity as a trustee of an occupational pension scheme shall be and shall be kept indemnified out of the assets of the company against all costs, charges, losses and liabilities incurred by him in connection with the company’s activities as trustee of the scheme provided that such indemnity shall not apply in respect of any liability incurred by him:

(i) to pay a fine imposed in criminal proceedings; or

(ii) to pay a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (howsoever arising); or

(iii) in defending criminal proceedings in which he or she is convicted.

For the purposes of this article, a reference to a conviction is to the final decision in the proceedings. The provisions of article 160(b) shall apply in determining when a conviction becomes final.

(d) Without prejudice to article 160(a) and to the extent permitted by the Companies Act 1985 and the Companies Act 2006 and otherwise upon such terms and subject to such conditions as the board may in its absolute discretion think fit, the board shall have the power to make arrangements to provide a director with funds to meet expenditure incurred or to be incurred by him in defending any criminal or civil proceedings or in connection with an application under section 144(3) or (4) of the Companies Act 1985 (acquisition of shares by innocent nominee) or section 727 of the Companies Act 1985 (general power to grant relief in case of honest and reasonable conduct) or in defending himself in an investigation by a regulatory authority or against action proposed to be taken by a regulatory authority or to enable a director to avoid incurring any such expenditure.

(e) Where at any meeting of the board or a committee of the board any arrangement falling within paragraph (d) above is to be considered, a director shall be entitled to vote and be counted in the quorum at such meeting unless the terms of such arrangement confers upon such director a benefit not generally available to any other director; in that event, the interest of such director in such arrangement shall be deemed to be a material interest for the purposes of article 91 and he or she shall not be so entitled to vote or be counted in the quorum.

(f) To the extent permitted by the Companies Act 1985 and the Companies Act 2006, the board may exercise all the powers of the company to purchase and maintain insurance for the benefit of a person who is or was:

(i) a director, alternate director, secretary, employee, agent or consultant of the company or of a company which is or was a subsidiary undertaking of the company or in which the company has or had an interest (whether direct or indirect); or

(ii) trustee of a retirement benefits scheme, employee share scheme or other trust in which a person referred to in sub-paragraph (f)(i) above is or has been interested,

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indemnifying him and keeping him indemnified against liability for negligence, default, breach of duty or breach of trust or other liability which may lawfully be insured against by the company.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits


Exhibit No.		Description

4.1		Memorandum and Articles of Association of Barclays PLC as amended (incorporated by reference to Exhibit 1.1 to Barclays PLC’s Form F-3 (File No. 333-151932) filed with the SEC on June 25, 2008)

4.2		Rules of the Barclays PLC Approved Incentive Share Option Plan

4.3		Rules of the Barclays PLC Unapproved Incentive Share Option Plan

4.4		Rules of the Barclays PLC Executive Share Award Scheme

4.5		Rules of the Barclays PLC Renewed 1986 Executive Share Option Scheme

4.6		Rules of the Barclays PLC Performance Share Plan

4.7		Rules of the Barclays Group Special Award Performance Share Plan

4.8		Rules of the Barclays Group Incentive Share Plan

5.1		Opinion of Lovells as to the validity of the ordinary shares

23.1		Consent of Lovells (included in Exhibit 5.1)

23.2		Consent of PricewaterhouseCoopers LLP

24.1		Power of Attorney of Certain Directors and Officers of Barclays PLC

24.2		Power of Attorney of Authorized Representative in the United States

Item 9. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

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(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant, Barclays PLC, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of London, England on September 29, 2008.


Barclays PLC
By:	/s/ Patrick Gonsalves
	Name:	Patrick Gonsalves
	Title:	Deputy Company Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated, on September 29, 2008.


Signature:		Title:


Marcus Agius		Chairman (Chairman of the Board)

* John Varley		Group Chief Executive (Board and Executive Committee member; Principal Executive Officer)

Robert E. Diamond Jr.		President, Barclays PLC and CEO of Investment Banking and Investment Management (Board and Executive Committee member)

* Christopher Lucas		Group Finance Director (Board and Executive Committee member; Principal Financial Officer and Principal Accounting Officer)

* Frederik Seegers		Chief Executive, Global Retailing and Commercial Banking (Board and Executive Committee member)

David Booth		Non-executive Director (Board member)

* Sir Richard Broadbent		Senior Independent Director (Board member)

* Richard Leigh Clifford, AO		Non-executive Director (Board member)

* Fulvio Conti		Non-executive Director (Board member)

* Professor Dame Sandra Dawson		Non-executive Director (Board member)

* Sir Andrew Likierman		Non-executive Director (Board member)

Sir Michael Rake		Non-executive Director (Board member)

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Signature:		Title:

* Sir Nigel Rudd		Deputy Chairman (Board member)

Stephen Russell		Non-executive Director (Board member)

* Sir John Sunderland		Non-executive Director (Board member)

* Patience Wheatcroft		Non-executive Director (Board member)

* James Walker		Authorized Representative in the United States


		*By :		/s/ Patrick Gonsalves Patrick Gonsalves
				Attorney-in-Fact

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EXHIBIT INDEX


Exhibit No.		Description

4.1		Memorandum and Articles of Association of Barclays PLC as amended (incorporated by reference to Exhibit 1.1 to Barclays PLC’s Form F-3 (File No. 333-151932) filed with the SEC on June 25, 2008)

4.2		Rules of the Barclays PLC Approved Incentive Share Option Plan

4.3		Rules of the Barclays PLC Unapproved Incentive Share Option Plan

4.4		Rules of the Barclays PLC Executive Share Award Scheme

4.5		Rules of the Barclays PLC Renewed 1986 Executive Share Option Scheme

4.6		Rules of the Barclays PLC Performance Share Plan

4.7		Rules of the Barclays Group Special Award Performance Share Plan

4.8		Rules of the Barclays Group Incentive Share Plan

5.1		Opinion of Lovells as to the validity of the ordinary shares

23.1		Consent of Lovells (included in Exhibit 5.1)

23.2		Consent of PricewaterhouseCoopers LLP

24.1		Power of Attorney of Certain Directors and Officers of Barclays PLC

24.2		Power of Attorney of Authorized Representative in the United States

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Exhibit 4.2

Barclays PLC

Rules

of the

Barclays PLC

Approved Incentive Share Option Plan

Approved by the Board of Inland Revenue
on 16 May 2000
Ref no: X20704/GRP

A4/LLW/1164033.03
001BB/52998

CONTENTS


Clause		Page No
1.	Definitions and Interpretation		1

2 .	Grant of Options		4

3 .	Limitations on Grant of Options		5

4 .	Exercise of Options		6

5 .	Limitations on Exercise of Options		7

6 .	Time for Exercise of Options		8

7 .	Takeovers and Liquidations		8

8 .	Replacement of Options on Change of Control of the Company		9

9 .	Variations in the Share Capital of the Company		11

10 .	Administration of the Plan		11

11 .	Amendment of the Plan		11

12 .	Additional Provisions		12

Lovells

Barclays PLC

Approved Incentive Share Option Plan

Definitions and Interpretation

1.1		In the Plan the following words and expressions have the meanings set opposite them:

		“ Acquiring Company ” means a company which for the purposes of clause 8 comes within the definition of “the acquiring company” in paragraph 26(1) of Schedule 4;

		“ Adoption Date ” means 26 April 2000 being the date on which the Plan is adopted by the Company;

		“ Announcement Date ” means the date on which the Company announces its annual, half-yearly or if relevant quarterly results to the London Stock Exchange in any year within the Operative Period;

		“ Any Other Approved Plan ” means any employees’ share scheme other than the Plan established by the Company or by any Associated Company and approved in accordance with Schedule 4;

		“ Any Other Executive Plan ” means any employees’ share scheme other than the Plan adopted by the Company in general meeting which provides for the acquisition of or subscription for shares of the Company by or on behalf of selected employees and/or directors, and which is not linked to an SAYE contract;

		“ Any Other Plan ” means any employees’ share scheme other than the Plan adopted by the Company in general meeting which provides for the acquisition of or subscription for shares in the Company by or on behalf of employees or directors;

		“ Associated Company ” means any company which is an associated company of the Company as defined in paragraph 35 of Schedule 4;

		“ Auditors ” means the auditors for the time being of the Company or in the event of there being joint auditors such one of them as the Board shall select;

		“ BGI ” means Barclays Global Investors UK Holdings Limited;

		“ BGI Plan ” means the Barclays Global Investors Equity Ownership Plan adopted by the Company on 26 April 2000;

		“ BGI Shares ” means “A” Ordinary Shares in the capital of BGI;

		“ Barclays Bank ” means Barclays Bank PLC;

		“ Board ” means the board of directors for the time being of the Company or a committee of the board of directors of the Company appointed to administer the Plan PROVIDED THAT if any person obtains Control of the Company the Board or the relevant committee as appropriate shall consist of the members of the Board or such committee as the case may be immediately before such Control is obtained;

		“ Company ” means Barclays PLC;

		“ Control ” means the control of a company within the meaning given to that expression by section 840 of the Taxes Act save that for the purposes of clause 7 a person shall be deemed to have control of a company if he and others acting in concert with him have together obtained control of the company within such meaning;

		“ Controlling Company ” means a company other than the Company and an Acquiring Company which falls within paragraph 27(2)(b) of Schedule 4;

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		“ Date of Grant ” means the date on which an Option is granted in accordance with clause 2;

		“ Dealing Day” means a day on which transactions take place on the London Stock Exchange;

		“ Eligible Employee ” means any person whose terms of employment require him to devote substantially the whole of his working time to any member or members of the Group, but excluding:

	(a)		any director of a member or members of the Group who is contracted to work for less than 25 hours a week (excluding meal breaks) in that capacity;

	(b)		any person who is prohibited from participating in the Plan by the provisions of paragraph 9 of Schedule 4; and

	(c)		any person who has less than two years service to run before his Normal Retirement Age unless the Company in general meeting shall have resolved to waive such requirement in any particular case;

“ Exercise Price ” means subject to clause 9, the price per Share payable on the exercise of an Option as determined by the Board and as stated when granting an Option in accordance with clause 2 being:

(a)

in the case of an Option to subscribe Shares not less than the greater of:

	(i)		the nominal value of a Share; and

	(ii)		if and for so long as the Shares are admitted to the Official List of the UK Listing Authority, the average middle market quotations of a Share as derived from the Daily Official List of the UK Listing Authority (rounded up to the nearest whole penny) over any period of not more than five successive Dealing Days in the period of 30 days before the Date of Grant PROVIDED THAT any such period of successive Dealing Days falls within the Grant Period; and

	(iii)		if the Shares are not so admitted the market value of a Share determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992 and if and for so long as the Plan has Revenue Approval agreed in writing in advance with Shares Valuation the specialist valuation division of the Inland Revenue;

(b)

in any other case, the average purchase price paid by the Trustees to purchase Shares on any regulated market for the grant of Options over any period not exceeding ten successive Dealing Days PROVIDED THAT:

	(i)		not more than 30 days shall elapse after the first Dealing Day taken for these purposes and the Date of Grant;

	(ii)		any such period of ten successive Dealing Days falls within the relevant Grant Period;

	(iii)		for the purposes of calculating the average purchase price, if the Trustees do not purchase Shares on any regulated market the average purchase price the Trustees would have paid had they bought the Shares on such regulated market during the relevant period as determined by the Trustees; and

	(iv)		the Trustees notify the Board in writing of the average purchase price paid for the Shares by the Trustees (or which the Trustees would have paid pursuant to paragraph (b)(iii) above);

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		“ Financial Year” means a financial year of the Company within the meaning given to that expression by section 742 of the Companies Act 1985;

		“ Grant Period ” means any period of three months from:

	(a)		the day on which the Plan receives Revenue Approval;

	(b)		an Announcement Date PROVIDED THAT if the Company is restricted by statute, order, regulation or otherwise (including a restriction resulting from the application of the Model Code for transactions in securities by directors or any comparable code adopted by the Company) from granting Options within such three month period, the Company may grant Options within the period of three months after the lifting of such restrictions;

	(c)		any date on which changes to the legislation affecting share option schemes is announced or made; or

	(d)		any time when the Board resolves that exceptional circumstances exist which justify the grant of Options;

		“ Group ” means the Company and all of its Subsidiaries and, in relation to a New Option granted pursuant to clause 8, the Acquiring Company and the Controlling Company and their subsidiaries as defined in section 736 of the Companies Act 1985, and “member of the Group” shall be construed accordingly;

		“ ITEPA ” means the Income Tax (Earnings and Pensions) Act 2003;

		“ London Stock Exchange ” means the London Stock Exchange plc;

		“ Normal Retirement Age ” means the earliest age at which an employee can be required to retire by any member of the Group or, if sooner, the age at which he has agreed to take early retirement;

		“ Retirement Age ” means age 55 or such other minimum age as may be specified from time to time in Schedule 4;

		“ Operative Period ” means the period of ten years commencing on the Adoption Date;

		“ Option ” means subject to clause 8, a right to buy Shares granted pursuant to the Plan;

		“ Option Period ” means subject to clauses 5, 6.2, 6.3, 6.4 and 7, the period during which an Option shall be exercisable in accordance with the provisions of the Plan as determined by the Board at its Date of Grant PROVIDED THAT the Board may not specify a period beginning earlier than three years from its Date of Grant nor ending later than ten years from its Date of Grant;

		“ Participant ” means an Eligible Employee who has been granted an Option or, where applicable, the personal representative(s) of any such person;

		“ Plan ” means the employees’ share scheme herein contained as from time to time amended in accordance with the provisions hereof which shall be known as the “Barclays PLC Approved Incentive Share Option Plan”;

		“ Revenue Approval ” means approval of the Plan by the Board of Inland Revenue under Schedule 4;

		“ Schedule 4 ” means Schedule 4 to ITEPA;

		“ Shares ” means subject to clause 8.3(a), ordinary shares in the capital of the Company which satisfy the requirements of paragraphs 16 to 20 inclusive of Schedule 4;

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		“ Subsidiaries ” means those companies over which for the time being the Company has Control and which are subsidiaries of the Company within the meaning of section 736 of the Companies Act 1985;

		“ Target Award” means the value determined by the Board for the purposes of granting an Option to an Eligible Employee who it has selected in its absolute discretion to participate in the Plan such value being based on market competitive practice for comparable positions differentiated to reflect individual performance and potential and used by the Board to determine the objective performance measures applicable to the exercise of the Option and the maximum number of Shares over which the Option may be granted;

		“ Taxes Act ” means the Income and Corporation Taxes Act 1988;

		“ Trustees ” means the trustees from time to time of any employee benefit trust established by a member of the Group;

		“ UK Listing Authority ” the UK Listing Authority within the meaning given to that expression in the Listing Rules made by the Financial Services Authority pursuant to its appointment as the relevant competent authority under the Official Listing of Securities (Change of Competent Authority) Regulations 2000.

1.2		Any reference herein to a statutory provision shall include a reference to that provision as amended or re-enacted from time to time. Where the context permits the singular shall include the plural and vice versa and the masculine gender shall include the feminine.

2.		Grant of Options

2.1		Subject to the limitations set out below, the Board may in its absolute discretion during any Grant Period grant any Eligible Employee an Option in accordance with the terms of the Plan. The Board shall as soon as reasonably practicable on or after its Date of Grant notify any such Eligible Employee in writing of the grant of the Option. The notice shall specify:

	(a)		the number of Shares in respect of which the Option is granted;

	(b)		the date on which it is granted;

	(c)		the Exercise Price;

	(d)		the objective performance target(s) imposed by the Board for the purposes of clause 5 the text of which must at any time when the Plan has Revenue Approval be approved in advance by the Board of Inland Revenue; and

	(e)		the Option Period.

2.2		An Eligible Employee to whom an Option is granted may by notice in writing within 30 days after the date of grant (or such shorter period of which he is notified) renounce his rights thereunder in whole, and in such case the Option shall be deemed never to have been granted hereunder, or in part, and in such case the Option shall be deemed to have been granted only as to the balance.

2.3		The grant of an Option shall be made on the basis that participation in the Plan shall constitute an agreement to be bound by the rules of the Plan and shall be evidenced by an instrument executed as a deed (howsoever, including by facsimile signature) in such form as the Board may from time to time prescribe and shall be personal to the Participant and may not be transferred, assigned or charged to or, subject to the provisions of clause 6.2, exercised by any other person. The instrument shall be issued as soon as practicable after the last date on which an Eligible Employee may renounce his rights under an Option in accordance with clause 2.2.

Lovells

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2.4		No Option shall be granted under the Plan after the expiry of the Operative Period.

3.		Limitations on Grant of Options

3.1		No Options shall be granted under the Plan:

	(a)		if as a result the number of Shares issuable on the exercise of such Options, when aggregated with any other ordinary shares issued by way of subscription out of profits and with any other ordinary shares issued or capable of being issued by way of subscription on the exercise of options granted by the Company during the previous ten years under the Plan and under Any Other Plan, would exceed ten per cent. of the amount of the Company’s ordinary share capital then in issue; or

	(b)		if as a result the number of Shares issuable on the exercise of such Options, when aggregated with any other ordinary shares issued or capable of being issued by way of subscription on the exercise of options granted by the Company during the previous ten years under the Plan and Any Other Executive Plan would exceed five per cent. of the amount of the Company’s ordinary share capital then in issue;

PROVIDED THAT for the purpose of applying the limits set out in clauses 3.1(a) and (b) the number of Shares over which Options may be granted under the Plan shall be reduced by the number of notional Shares determined by the Board in the manner set out in clause 3.2.

3.2

For the purposes of the proviso to clause 3.1:

	(a)		the Board shall compute the number of BGI Shares which have been acquired on exercise of options granted under the BGI Plan in the relevant period or in respect of which options under the BGI Plan are currently outstanding (less any BGI Shares issued on the exercise of options granted under the BGI Plan but subsequently purchased by Barclays Bank or any other member of the Group); and

	(b)		the Board shall subject to such adjustment or variation as the Board shall in its absolute discretion consider appropriate convert such BGI Shares into a number of notional Shares by the application in relation to each such acquisition of or grant of options over, BGI Shares of the formula:


A x B	=	D where:
C

			A is the number of BGI Shares acquired by or under option to each relevant employee;

			B is the price per BGI Share at which such employee acquired or may acquire such number of BGI Shares;

			C is if and for so long as the Shares are admitted to the Official List of the UK Listing Authority the greater of the market value of a Share:

	(a)		on the date of grant of such options; and

	(b)		on the date of any determination by the Board for the purposes of this clause 3.2,

calculated by the Board by reference to the middle-market quotations of a Share as derived from the Daily Official List of the UK Listing Authority or if the Shares are not so admitted on such other basis as the Board shall determine in its absolute discretion;

Lovells

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is the number of notional Shares represented by the BGI Shares acquired in the relevant period or in respect of which options are currently outstanding under the BGI Plan for the purposes of the proviso to clause 3.1.

3.3

No Option shall be granted to an Eligible Employee under the Plan if as a result:

	(a)		the total Exercise Price of the Shares issuable (or transferable) on the exercise of such Option when aggregated with the total market price at the relevant date of grant of shares still capable of being issued (or transferred) on the exercise of options previously granted to him under the Plan and Any Other Approved Scheme would exceed £30,000 (or its equivalent in any other currency, taking as the rate of exchange the spot rate for the currency in question on the relevant Date of Grant as quoted by any of the Company’s bankers from time to time) or such other amount as may be prescribed by statute from time to time; and

	(b)		the Target Award for that Option when aggregated with the Target Award for any other Option granted to such Eligible Employee in the same Financial Year would exceed 200% of such Eligible Employee’s remuneration determined for these purposes by the Board in its absolute discretion.

4.		Exercise of Options

4.1		An Option shall only be exercised by a Participant within its Option Period by his giving notice in writing to the Company at its registered office in such form as may be prescribed by the Board from time to time. Such notice shall be signed by the Participant and shall specify the number of Shares (which shall be either a multiple of 100 or equal to the balance of the Shares remaining subject to the Option) in respect of which the Option is being exercised. The Shares needed to satisfy the exercise of the Option may be provided by the Company or the Trustees. The Participant shall:

(a)

supply with such notice:

	(i)		the instrument evidencing the grant of the relevant Option for cancellation or amendment; and

	(ii)		such other documentation as the Board may require; and

(b)

pay the full amount of the aggregate Exercise Price for the said Shares in such manner as the Board may from time to time prescribe (which in the case of Options to the satisfied by the Trustees shall be payable to the Company as agent for the relevant Trustees)

An Option (or part thereof) shall be deemed to have been exercised on the date when such notice together with a remittance for the Exercise Price, the instrument evidencing the grant of an Option and any other documents specified by the Board are received by the Company. Where such exercise is conditional on the fulfilment of the condition specified in clause 5.2 the date of exercise of the Option or the relevant portion of the Option shall for these purposes be deemed to be the date on which the Board determines in accordance with clause 5.3 that the condition has been fulfilled.

4.2

If an Employee Tax Liability for any member of the Group arises on the exercise of the Option then unless:

(a)

the Participant has indicated in the form of exercise notice that he or she will make a payment to the Company of an amount equal to the Employee Tax Liability; and

(b)

the Participant does, within 7 days of being notified by the Company of the amount of the Employee Tax Liability, make such payment to the Company.

Lovells

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the Company shall sell sufficient Shares on behalf of the Participant and arrange payment to the member of the Group of an amount equal to the Employee Tax Liability out of the proceeds of sale to reimburse the member of the Group.

4.3		An Employee Tax Liability for a member of the Group shall only arise for the purposes of clause 4.2 following the exercise of an Option, if the member of the Group is obliged to (or would suffer a disadvantage if it were not to) account for any tax and/or for any primary social security contributions recoverable from the Participant for which the Participant is liable by virtue of the exercise of the Option.

4.4		The Company or the Trustees as appropriate shall within 30 days after the date of exercise of the Option either:

	(a)		allot and thereafter issue; or

	(b)		transfer

the appropriate number of Shares to the Participant (or to his nominee at the Participant’s written direction) at their Exercise Price and shall deliver to the Participant (or his nominee, as appropriate) a definitive share certificate in respect thereof (or such other evidence of allotment and issue as may be prescribed by the Board where such allotment and issue is by means of a relevant system, as defined in Regulation 2(1) of the Uncertificated Securities Regulations 1995).

4.5		Any Shares issued pursuant to clause 4.4 shall rank pari passu in all respects with the Shares in issue on the date of such allotment save that they shall not rank for or be entitled to any dividend or other distribution or any issue of Shares by way of capitalisation of profits or reserves or any issue of securities by way of rights which under the terms of a resolution passed by the Company is to be or is proposed to be paid or made to the holders of Shares on the register on a date prior to the date of such allotment.

4.6		If and for so long as the Shares are admitted to the Official List of the UK Listing Authority the Company shall for all Shares allotted pursuant to the exercise of Options apply to:

	(a)		the UK Listing Authority for a listing; and

	(b)		the London Stock Exchange for admission to trading.

5.		Limitations on Exercise of Options

5.1		Without prejudice to the following provisions of this clause 5, and subject as provided in clauses 6 and 7, an Option may be exercised by a Participant who has ceased to be an Eligible Employee, PROVIDED THAT he is not prohibited from doing so by the provisions of paragraph 9 of Schedule 4.

5.2		The exercise of an Option by a Participant and if relevant the extent to which it may be so exercised shall be conditional on the Board being satisfied that such objective performance target(s) as has been imposed by it on the grant of the Option in accordance with clause 2.1 shall have been fulfilled.

5.3		Within 30 days of the date of any conditional exercise of the Option the Board shall determine whether the objective performance target referred to in clause 5.2 has been fulfilled and if relevant the extent to which it has been fulfilled and shall inform the Participant in writing accordingly. The determination of the Board shall be final and binding.

Lovells

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6.		Time for Exercise of Options

6.1		Subject to clauses 6.2, 6.3, 6.4 and 7, an Option may only be exercised during its Option Period. An Option which is not so exercised shall lapse.

6.2		If a Participant dies his personal representative(s) may exercise his Option at any time before the expiry of its Option Period and within but not later than 12 months of his death. Any such Option which is not so exercised shall lapse.

6.3		Subject to clause 5.2, if a Participant ceases to be employed by the Group by reason of:

	(a)		retirement on or after Normal Retirement Age;

	(b)		injury;

	(c)		disability;

	(d)		ill-health;

	(e)		dismissal for redundancy within the meaning of the Employment Rights Act 1996;

	(f)		the company by which he is employed ceasing to be a member of the Group; or

	(g)		the undertaking in which he is employed being transferred to a transferee which is not a member of the Group,

he may thereafter exercise his Option at any time before the earlier of the expiry of its Option Period and within the later to expire of the following periods: 12 months from the date of such cessation; or 12 months commencing on the third anniversary of the Date of Grant PROVIDED THAT if a Participant so ceases to be employed by the Group before the third anniversary of the Date of Grant the Board may in its discretion acting fairly and reasonably determine that the Option may become exercisable for 12 months from any date before the third anniversary of the Date of Grant. Any Option which is not so exercised shall lapse.

6.4		Subject to clause 5.2, if a Participant ceases to be employed by the Group otherwise than by reason of the events specified in clauses 6.2 and 6.3 which shall include for these purposes where a Participant is adjudicated bankrupt, his Option shall lapse unless the Board in its discretion acting fairly and reasonably determines otherwise in which case he may exercise his Option at any time before the expiry of its Option Period and within the later to expire of the following periods: 12 months from the date of such cessation; or 12 months commencing on the third anniversary of the Date of Grant PROVIDED THAT if a Participant so ceases to be employed by the Group before the third anniversary of the Date of Grant the Board may in its discretion acting fairly and reasonably determine that the Option may become exercisable for 12 months from any date before the third anniversary of the Date of Grant. Any Option which is not so exercised shall lapse. An Option shall lapse on the date on which a Participant transfers assigns or charges or attempts to transfer, assign or charge his interest in the Option.

6.5		For the purposes of this clause 6, where a Participant’s employment is terminated without notice or on terms in lieu of notice it shall be deemed to cease on the date on which the termination takes effect and where the said employment is terminated with notice it shall be deemed to cease upon the date on which that notice expires.

7.		Takeovers and Liquidations

7.1		Clause 7.2 shall apply:

(a)

if any person obtains Control of the Company as a result of making:

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	(i)		a general offer to acquire the whole of the issued share capital of the Company (other than that which is already owned by such person) made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

	(ii)		a general offer to acquire all the Shares (or such Shares as are not already owned by such person); or

(b)

if any person obtains Control of the Company pursuant to a compromise or arrangement sanctioned by the Court under section 425 of the Companies Act 1985 (a “scheme of arrangement” for the purposes of this clause 7).

7.2		Subject to clause 5.2, a Participant may exercise his Option at any time before the earlier of the expiry of its Option Period and the expiry of the appropriate period, as defined in clause 7.3. Any such Option which is not so exercised shall lapse PROVIDED THAT this clause 7.2 shall not apply where a Participant by agreement with an Acquiring Company releases his Option in consideration of the grant to him of a New Option pursuant to clause 8 before the expiry of the appropriate period referred to in clause 8.4.

7.3		The appropriate period referred to in clause 7.2 is:

(a)

in a case falling within clause 7.1(a), a period commencing on the date when the person making the offer has obtained Control of the Company and any condition subject to which the offer is made is satisfied and ending on the earlier of:

	(i)		six months after such date; and

	(ii)		30 days before the last date on which the person making the offer is permitted to issue a notice pursuant to section 429 of the Companies Act 1985; and

(b)

in a case falling within clause 7.1(b), whichever of the following periods is the first to expire:

	(i)		a period of six months commencing with the time when the Court sanctions the compromise or arrangement; or

	(ii)		the period commencing with the time when the Court sanctions the compromise or arrangement and ending on the date when the scheme of arrangement becomes effective.

7.4		Subject to clause 5.2, if the Company gives notice of a General Meeting to consider a resolution for the voluntary winding-up of the Company, a Participant may exercise his Option at any time before the expiry of its Option Period and during the period until such resolution is duly passed or defeated or withdrawn PROVIDED THAT any exercise pursuant to this clause 7.4 shall be conditional upon the said resolution being duly passed. If a Participant exercises his Option pursuant to this clause 7.4 he shall be entitled to share in the assets of the Company with existing holders of the Shares in the same manner as he would have been entitled had the Shares been registered in his name before the resolution was passed.

7.5		On the commencement of any liquidation of the Company (subject to clause 7.4 and otherwise than in connection with a compromise or arrangement as referred to in clause 7.1(b) or clause 8.1(b)) all Options shall lapse.

8.		Replacement of Options on Change of Control of the Company

8.1		Clause 8.2 shall apply where an Acquiring Company:

(a)

obtains Control of the Company as a result of making:

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	(i)		a general offer to acquire the whole of the issued share capital of the Company (other than that which is already owned by it and/or by any of its subsidiaries) made on a condition such that if it is satisfied the Acquiring Company will have Control of the Company; or

	(ii)		a general offer to acquire all the Shares (or such Shares as are not already owned by the Acquiring Company and/or by any of its subsidiaries); or

	(b)		obtains Control of the Company in pursuance of a compromise or arrangement sanctioned by the court under section 425 of the Companies Act 1985; or

	(c)		becomes bound or entitled to acquire Shares under sections 428 to 430F of the Companies Act 1985.

8.2		A Participant may, at any time within the appropriate period as defined in clause 8.4 by agreement with the Acquiring Company, release any Option of his to the extent to which it is exercisable pursuant to clause 7 and clause 5.2 (the “Old Option” for the purposes of this clause) in consideration of the grant to him of a new option (the “New Option” for the purposes of this paragraph) PROVIDED THAT any New Option satisfies the conditions specified in clause 8.3.

8.3		The New Option must:

	(a)		be over shares in the Acquiring Company or a Controlling Company which satisfy the conditions specified in paragraphs 16 to 20 inclusive of Schedule 4 (and the term “Shares” in this Scheme shall thereafter be construed accordingly);

	(b)		be a right to acquire such number of shares which on acquisition of the New Option have an aggregate market value (determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992) equal to the aggregate market value (determined on a like basis) of the Shares the subject of the Old Option immediately before its release; and

	(c)		have an exercise price per share such that the aggregate price payable on complete exercise of the New Option equals the aggregate price which would have been payable on complete exercise of the Old Option at the time of its release.

8.4

The appropriate period referred to in clause 8.2 is:

	(a)		in a case falling within clause 8.1(a), six months commencing on the date when the Acquiring Company making the offer has obtained Control of the Company and any condition subject to which the offer is made is satisfied;

	(b)		in a case falling within clause 8.1(b), six months beginning with the time when the court sanctions the compromise or arrangement; and

	(c)		in a case falling within clause 8.1(c), the period during which the Acquiring Company remains so bound or entitled.

8.5

The New Option shall be exercisable in the same manner as the Old Option and subject to the provisions of the Scheme as it had effect in relation to the Old Option immediately before its release (and the term “Option” in the Plan shall thereafter be construed accordingly), and the New Option shall, for all purposes of the Scheme other than clause 8.6, be treated as having been granted on the date when the corresponding Old Option was granted.

8.6

With effect from the grant of a New Option hereunder, clauses 4, 7, 8, 9, 10.2, 10.4 and 12.1 shall, in relation to the New Option, be construed as if references to the Company were references to the Acquiring Company, or as the case may be, the Controlling Company.

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9. Variations in the Share Capital of the Company

9.1

If at any time after its Date of Grant and before an Option ceases to be exercisable, there is a variation of the share capital of the Company which involves the Shares by reason of an issue of securities by way of rights or capitalisation of reserves or a reduction, sub-division or consolidation of capital or otherwise, the Exercise Price and/or the number of Shares in respect of which the Option may be exercised and/or the denomination of the Shares comprised in an Option may be adjusted to such extent and in such manner as the Board shall determine and the Auditors shall in their opinion consider and confirm in writing to the Board to be fair and reasonable PROVIDED THAT:

	(a)		the aggregate Exercise Price payable on the exercise of an Option shall not be increased thereby;

	(b)		the Exercise Price shall not be reduced below the nominal value of a Share (if Shares are to be subscribed on exercise of an Option); and

	(c)		any such adjustments shall be subject to prior Revenue Approval at any time when the Plan has Revenue Approval.

9.2		All Participants shall be notified in writing of any such adjustments as soon as practicable thereafter and the Company shall be entitled to call in the instruments evidencing the grant of the Options affected by such adjustments for endorsement or replacement, as may appear appropriate.

10.		Administration of the Plan

10.1		The Plan shall in all respects be administered by the Board. The Board may make such rules for the conduct of the Plan, not being inconsistent with the provisions hereof, as it shall think fit. The Board shall have authority, not inconsistent with the provisions hereof, to prescribe the form or forms of instrument evidencing Options and any other instruments required under the Plan and to change such forms from time to time. Any dispute regarding the interpretation of the Plan or the terms of any Option shall be determined by the Board (after seeking such advice as it shall consider necessary) and its decision shall be final and binding.

10.2		The Company shall at all times maintain an amount of authorised and unissued Shares sufficient to satisfy outstanding Options under the Plan or to procure that sufficient Shares are available for transfer to satisfy all Options under which Shares may be acquired.

10.3		The Company may distribute to Participants copies of any notice or document normally sent by the Company to the holders of Shares.

10.4		The provisions of the Company’s Articles of Association for the time being with regard to the service of notices upon members of the Company shall apply mutatis mutandis to any notice to be given by the Company under the Plan to Participants and all notices to be given to the Company under the Plan shall be delivered or sent by post to the Company at its registered office.

11.		Amendment of the Plan

11.1		Subject to clauses 11.2 and 11.4, the Board shall at any time be entitled to amend by resolution all or any of the provisions of the Plan, PROVIDED THAT, if an amendment is made at a time when the Plan has Revenue Approval:

(a)

no amendment to the Plan shall have effect until it has been approved by the Board of Inland Revenue; and

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(b)

nothing shall be done to the Plan which would prejudice the obtaining of Revenue Approval or cause it to be withdrawn.

11.2

Subject to:

	(a)		any adjustment made pursuant to clause 9; and

	(b)		clause 11.3;

the definitions of “Eligible Employee” and “Exercise Price” clauses 3, 9.1 and this clause 11 and the rights attaching to shares allotted or transferred under the Plan referred to in clause 4.5 shall not be amended to the advantage of existing or future Participants without the prior approval by ordinary resolution of the members of the Company in general meeting.

11.3

Clause 11.2 shall not apply to any amendment which:

	(a)		is necessary to secure and maintain Revenue Approval and to ensure that Revenue Approval is not withdrawn pursuant to any statutory modification of the provisions of ITEPA or the Taxes Act or to take account of a change in legislation or to obtain or maintain favourable taxation, exchange control or regulatory treatment of the Company, any Subsidiary or any Participant; or

	(b)		is a minor amendment which is necessary or desirable to benefit or facilitate the administration of the Plan.

11.4

No amendment shall be made pursuant to clause 11.1 which would prejudice the subsisting rights of existing Participants in any manner unless it is made:

	(a)		with the prior written consent of existing Participants entitled to exercise options in respect of at least three-quarters of the total number of Shares over which Options shall at that time be subsisting; or

	(b)		by a resolution at a meeting of such Participants passed by not less than three quarters of the Participants who attend and vote either in person or by proxy and for the purposes of this clause 11.4 the Participants shall be treated as the holders of a separate class of share capital and the provisions of the Articles of Association of the Company relating to class meetings shall apply mutatis mutandis.

11.5		Notwithstanding any other provision of the Plan other than clause 11.1 the Board may, in respect of Options granted to Eligible Employees who are or may become subject to taxation outside the United Kingdom on their remuneration, amend the provisions of the Plan and the terms of Options as it considers necessary or desirable to take account of or to mitigate or to comply with relevant overseas taxation, securities or exchange control laws provided that the terms of Options granted to such Eligible Employees are not overall more favourable than the terms of Options granted to other Eligible Employees.

11.6		If any amendment is made pursuant to this clause 11, the Board shall notify all Participants in writing as soon as practicable thereafter.

11.7		The Board or the Company in general meeting may by resolution to terminate the Plan at any time but Options previously granted shall continue to be valid and exercisable in accordance with the provisions of the Plan.

12.		Additional Provisions

12.1		Every Option shall be subject to the condition that no Shares shall be issued or transferred to a Participant following the exercise of an Option if such issue or transfer would be contrary to any enactment or regulation for the time being in force of the United Kingdom or of any other country having jurisdiction in relation thereto. The Company

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		shall not be bound to take any action to obtain the consent of any governmental authority to such issue or transfer or to take any action to ensure that any such issue or transfer shall be in accordance with any such enactment or regulation if such action could in the opinion of the Board be unduly onerous.

12.2		The rights and obligations of a Participant under his terms of employment with any member of the Group shall not be affected by his participation in the Plan and the Plan shall not afford to a Participant any right to continued employment or any right to compensation in consequence of the termination of his employment (whether lawful or unlawful) for any reason whatsoever.

12.3		The Company may distribute to Participants copies of any notice or document normally sent by the Company to the holders of Shares.

12.4		In any matter in which they are required to act hereunder the Auditors shall be deemed to be acting as experts and not as arbitrators.

12.5		This Plan shall be governed by and construed in accordance with English law.

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Exhibit 4.3

Barclays PLC

Rules

of the

Barclays PLC

Unapproved Incentive Share Option Plan

Ref: A4/LLW/540042.05
001BB/46856

Contents


	Clause	Page No.
1 .	Definitions and Interpretation		1

2 .	Grant of Options		3

3 .	Limitations on Grant of Options		4

4 .	Exercise of Options		5

5 .	Limitations on Exercise of Options		7

6 .	Time for Exercise of Options		7

7 .	Takeovers and Liquidations		8

8 .	Variations in the Share Capital of the Company		9

9 .	Administration of the Plan		9

10 .	Amendment of the Plan		10

11 .	Additional Provisions		10

Barclays PLC

Unapproved Incentive Share Option Plan

1.		Definitions and Interpretation

1.1		In the Plan the following words and expressions have the meanings set opposite them:

		“Adoption Date” means 26 April 2000 being the date on which the Plan is adopted by the Company;

		“Announcement Date” means the date on which the Company announces its annual, half-yearly or if relevant quarterly results to the London Stock Exchange in any year within the Operative Period;

		“Any Other Executive Plan” means any employees’ share scheme other than the Plan adopted by the Company in general meeting which provides for the acquisition of or subscription for shares of the Company by or on behalf of selected employees and/or directors, and which is not linked to an SAYE contract;

		“Any Other Plan” means any employees’ share scheme other than the Plan adopted by the Company in general meeting which provides for the acquisition of or subscription for shares in the Company by or on behalf of employees or directors;

		“Auditors” means the auditors for the time being of the Company or in the event of there being joint auditors such one of them as the Board shall select;

		“BGI” means Barclays Global Investors UK Holdings Limited;

		“BGI Plan” means the Barclays Global Investors Equity Ownership Plan adopted by the Company on 26 April 2000;

		“BGI Shares” means “A” Ordinary Shares in the capital of BGI;

		“Barclays Bank” means Barclays Bank PLC;

		“Board” means the board of directors for the time being of the Company or a committee of the board of directors of the Company appointed to administer the Plan PROVIDED THAT if any person obtains Control of the Company the Board or the relevant committee as appropriate shall consist of the members of the Board or such committee as the case may be immediately before such Control is obtained;

		“Company” means Barclays PLC;

		“Control” means the control of a company within the meaning given to that expression by section 840 of the Taxes Act and a person shall be deemed to have control of a company if he and others acting in concert with him have together obtained control of the company within such meaning;

		“Date of Grant” means the date on which an Option is granted in accordance with clause 2;

		“Dealing Day” means a day on which transactions take place on the London Stock Exchange;

		“Eligible Employee” means any person whose terms of employment require him to devote substantially the whole of his working time to any member or members of the

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Group, but excluding any person who has less than two years service to run before his Normal Retirement Age unless the Company in general meeting shall have resolved to waive such requirement in any particular case;

“Exercise Price” means subject to clause 8, the price per Share payable on the exercise of an Option as determined by the Board and as stated when granting an Option in accordance with clause 2 being:

(a)

in the case of an Option to subscribe Shares not less than the greater of:

	(i)		the nominal value of a Share; and

	(ii)		if and for so long as the Shares are admitted to the Official List of the UK Listing Authority, the average middle market quotations of a Share as derived from the Daily Official List of the UK Listing Authority (rounded up to the nearest whole penny) over any period of not more than five successive Dealing Days in the period of 30 days before the Date of Grant PROVIDED THAT any such period of successive Dealing Days falls within the Grant Period; and

	(iii)		if the Shares are not so admitted, the market value of a Share determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992;

(b)

	(i)		not more than 30 days shall elapse after the first Dealing Day taken for these purposes and the Date of Grant;

	(ii)		any such period of ten successive Dealing Days falls within the relevant Grant Period;

	(iii)		for the purposes of calculating the average purchase price, if the Trustees do not purchase Shares on any regulated market the average purchase price the Trustees would have paid had they bought the Shares on such regulated market during the relevant period as determined by the Trustees; and

	(iv)		the Trustees notify the Board in writing of the average purchase price paid for the Shares by the Trustees (or which the Trustees would have paid pursuant to paragraph (b)(iii) above);

“Financial Year ” means a financial year of the Company within the meaning given to that expression by section 742 of the Companies Act 1985;

“Grant Period” means any period of three months from:

	(a)		the Adoption Date;

	(b)		an Announcement Date PROVIDED THAT if the Company is restricted by statute, order, regulation or otherwise (including a restriction resulting from the application of the Model Code for transactions in securities by directors or any comparable code adopted by the Company) from granting Options within such three month period, the Company may grant Options within the period of three months after the lifting of such restrictions; or

	(c)		any date on which changes to the legislation affecting share option schemes is announced or made;

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(d)

any time when the Board resolves that exceptional circumstances exist which justify the grant of Options;

“Group” means the Company and all of its Subsidiaries and “member of the Group” shall be construed accordingly;

London Stock Exchange means the London Stock Exchange plc;

“Normal Retirement Age” means the earliest age at which an employee can be required to retire by any member of the Group or, if sooner, the age at which he has agreed to take early retirement;

“Operative Period” means the period of ten years commencing on the Adoption Date;

“Option” means a right to buy Shares granted pursuant to the Plan;

“Option Period” means subject to clauses 5, 6.2, 6.3, 6.4 and 7, the period during which an Option shall be exercisable in accordance with the provisions of the Plan as determined by the Board at its Date of Grant PROVIDED THAT the Board may not specify a period beginning earlier than three years from its Date of Grant nor ending later than ten years from its Date of Grant;

“Participant” means an Eligible Employee who has been granted an Option or, where applicable, the personal representative(s) of any such person;

“Plan” means the employees’ share scheme herein contained as from time to time amended in accordance with the provisions hereof which shall be known as the “Barclays PLC Unapproved Incentive Share Option Plan”;

“Shares” means ordinary shares in the capital of the Company;

“Subsidiaries” means those companies over which for the time being the Company has Control and which are subsidiaries of the Company within the meaning of section 736 of the Companies Act 1985;

“Target Award” means the value determined by the Board for the purposes of granting an Option to an Eligible Employee who it has selected in its absolute discretion to participate in the Plan, such value being based on market competitive practice for comparable positions differentiated to reflect individual performance and potential and used by the Board to determine the performance measures applicable to the exercise of the Option and the maximum number of Shares over which the Option may be granted;

“Taxes Act” means the Income and Corporation Taxes Act 1988;

“Trustees” means the trustees from time to time of any employee benefit trust established by a member of the Group;

“UK Listing Authority” means the UK Listing Authority within the meaning given to that expression in the Listing Rules made by the Financial Services Authority pursuant to its appointment as the relevant competent authority under the Official Listing of Securities (Change of Competent Authority) Regulations 2000.

1.2		Any reference herein to a statutory provision shall include a reference to that provision as amended or re-enacted from time to time. Where the context permits the singular shall include the plural and vice versa and the masculine gender shall include the feminine.

2.		Grant of Options

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2.1

Subject to the limitations set out below, the Board may in its absolute discretion during any Grant Period grant any Eligible Employee an Option in accordance with the terms of the Plan. The Board shall as soon as reasonably practicable on or after its Date of Grant notify any such Eligible Employee in writing of the grant of the Option. The notice shall specify:

	(a)		the number of Shares in respect of which the Option is granted;

	(b)		the date on which it is granted;

	(c)		the Exercise Price;

	(d)		the performance target(s) imposed by the Board for the purposes of clause 5; and

	(e)		the Option Period.

2.2		An Eligible Employee to whom an Option is granted may by notice in writing within 30 days after the date of grant (or such shorter period of which he is notified) renounce his rights thereunder in whole, and in such case the Option shall be deemed never to have been granted hereunder, or in part, and in such case the Option shall be deemed to have been granted only as to the balance.

2.3		The grant of an Option shall be made on the basis that participation in the Plan shall constitute an agreement to be bound by the rules of the Plan and shall be evidenced by an instrument executed as a deed (howsoever, including by facsimile signature) in such form as the Board may from time to time prescribe and shall be personal to the Participant and may not be transferred, assigned or charged to or, subject to the provisions of clause 6.2, exercised by any other person. The instrument shall be issued as soon as practicable after the last date on which an Eligible Employee may renounce his rights under an Option in accordance with clause 2.2.

2.4		No Option shall be granted under the Plan after the expiry of the Operative Period.

3.		Limitations on Grant of Options

3.1		Subject to adjustment pursuant to clause 8, no Options shall be granted under the Plan:

	(a)		if as a result the number of Shares issuable on the exercise of such Options, when aggregated with any other ordinary shares issued by way of subscription out of profits and with any other ordinary shares issued or capable of being issued by way of subscription on the exercise of options granted by the Company during the previous ten years under the Plan and under Any Other Plan, would exceed ten per cent. of the amount of the Company’s ordinary share capital then in issue; or

	(b)		if as a result the number of Shares issuable on the exercise of such Options, when aggregated with any other ordinary shares issued or capable of being issued by way of subscription on the exercise of options granted by the Company during the previous ten years under the Plan and Any Other Executive Plan would exceed five per cent. of the amount of the Company’s ordinary share capital then in issue;

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3.2

For the purposes of the proviso to clause 3.1:

	(a)		the Board shall compute the number of BGI Shares which have been acquired on exercise of options granted under the BGI Plan in the relevant period or in respect of which options under the BGI Plan are currently outstanding (less any BGI Shares issued on the exercise of options granted under the BGI Plan but subsequently purchased by Barclays Bank or any other member of the Group); and

	(b)		the Board shall, subject to such adjustment or variation as the Board shall in its absolute discretion consider appropriate, convert such BGI Shares into a number of notional Shares by the application in relation to each such acquisition of or grant of options over, BGI Shares of the formula:

A x B = D where:
C

			A is the number of BGI Shares acquired by or under option to each relevant employee;

			B is the price per BGI Share at which such employee acquired or may acquire such number of BGI Shares;

			C is if and for so long as the Shares are admitted to the Official List of the UK Listing Authority the greater of the market value of a Share:

	(a)		on the date of grant of such options; and

	(b)		on the date of any determination by the Board for the purposes of this clause 3.2,

			calculated by the Board by reference to the middle market quotations of a Share as derived from the Daily Official List of the UK Listing Authority or if the Shares are not so admitted on such other basis as the Board shall in its absolute discretion determine;

			D is the number of notional Shares represented by the BGI Shares acquired in the relevant period or in respect of which options are currently outstanding under the BGI Plan for the purposes of the proviso to clause 3.1.

3.3		No Option shall be granted to an Eligible Employee under the Plan if as a result the Target Award for that Option when aggregated with the Target Award for any other Option granted to such Eligible Employee in the same Financial Year would exceed 200% of such Eligible Employee’s remuneration determined for these purposes by the Board in its absolute discretion.

4.		Exercise of Options

4.1		An Option shall only be exercised by a Participant within its Option Period, by his giving notice in writing to the Company at its registered office in such form as may be prescribed by the Board from time to time. Such notice shall be signed by the Participant and shall specify the number of Shares (which shall be either a multiple of 100 or equal to the balance of the Shares remaining subject to the Option) in respect of which the Option is being exercised. The Shares needed to satisfy the exercise of the Option may be provided by the Company or the Trustees. The Participant shall:

(a)

supply with such notice:

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	(i)		the instrument evidencing the grant of the relevant Option for cancellation or amendment; and

	(ii)		such other documentation as the Board may require;

	(b)		pay the full amount of the aggregate Exercise Price for the said Shares in such manner as the Board may from time to time prescribe (which in the case of Options to be satisfied by the Trustees shall be payable to the Company as agent for the relevant Trustees); and

	(c)		pay any such additional amount of which the Board my notify the Participant in respect of any deduction on account of tax or similar liabilities as may be required by law which may arise on exercise of the Option in such manner as the Board may from time to time prescribe.

		An Option (or part thereof) shall be deemed to have been exercised on the date when such notice together with payment of the aggregate Exercise Price due and any such additional amount (or documentation evidencing arrangements to pay such additional amounts), the instrument evidencing the grant of an Option and any other documents specified by the Board are received by the Company. Where such exercise is conditional on the fulfilment of the condition specified in clause 5.2 the date of exercise of the Option or the relevant portion of the Option shall for these purposes be deemed to be the date on which the Board determines in accordance with clause 5.3 that the condition has been fulfilled.

4.2		The Company or the Trustees as appropriate shall within 30 days after the date of exercise of the Option either:

	(a)		allot and thereafter issue; or

	(b)		transfer

		the appropriate number of Shares to the Participant (or to his nominee at the Participant’s written direction) at their Exercise Price and shall deliver to the Participant (or his nominee, as appropriate) a definitive share certificate in respect thereof (or such other evidence of allotment and issue as may be prescribed by the Board where such allotment and issue is by means of a relevant system, as defined in Regulation 2(1) of the Uncertificated Securities Regulations 1995).

4.3		Any Shares issued pursuant to clause 4.2 shall rank pari passu in all respects with the Shares in issue on the date of such allotment save that they shall not rank for or be entitled to any dividend or other distribution or any issue of Shares by way of capitalisation of profits or reserves or any issue of securities by way of rights which under the terms of a resolution passed by the Company is to be or is proposed to be paid or made to the holders of Shares on the register on a date prior to the date of such allotment.

4.4		If and for so long as the Shares are admitted to the Official List of the UK Listing Authority the Company shall for all Shares allotted pursuant to the exercise of Options apply to:

	(a)		the UK Listing Authority for a listing; and

	(b)		the London Stock Exchange for admission to trading.

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5.		Limitations on Exercise of Options

5.1		Without prejudice to the following provisions of this clause 5, and subject as provided in clauses 6 and 7, an Option may be exercised by a Participant who has ceased to be an Eligible Employee.

5.2		The exercise of an Option by a Participant and if relevant the extent to which it may be so exercised shall be conditional on the Board being satisfied that such performance target(s) as has been imposed by it on the grant of the Option in question shall have been fulfilled.

5.3		Within 30 days of the date of any conditional exercise of the Option the Board shall determine whether the performance target referred to in clause 5.2 has been fulfilled and if relevant the extent to which it has been fulfilled and shall inform the Participant in writing accordingly. The determination of the Board shall be final and binding.

6.		Time for Exercise of Options

6.1		Subject to clauses 6.2, 6.3, 6.4 and 7, an Option may only be exercised during its Option Period. An Option which is not so exercised shall lapse.

6.2		If a Participant dies his personal representative(s) may exercise his Option at any time before the expiry of its Option Period and within but not later than 12 months from the date of his death. Any such Option which is not so exercised shall lapse.

6.3		Subject to clause 5.2, if a Participant ceases to be employed by the Group by reason of:

	(a)		retirement on or after Normal Retirement Age;

	(b)		injury;

	(c)		disability;

	(d)		ill-health;

	(e)		dismissal for redundancy within the meaning of the Employment Rights Act 1996;

	(f)		the company by which he is employed ceasing to be a member of the Group; or

	(g)		the undertaking in which he is employed being transferred to a transferee which is not a member of the Group,

he may thereafter exercise his Option at any time before the earlier of the expiry of its Option Period and within the later to expire of the following periods: 12 months from the date of such cessation or 12 months commencing on the third anniversary of the Date of Grant PROVIDED THAT if a Participant so ceases to be employed by the Group before the third anniversary of the Date of Grant the Board may in its absolute discretion determine that the Option may become exercisable for 12 months from any date before such date. Any Option which is not so exercised shall lapse.

6.4

Subject to clause 5.2, if a Participant ceases to be employed by the Group otherwise than by reason of the events specified in clauses 6.2 and 6.3 which shall include for these purposes where a Participant is adjudicated bankrupt, his Option shall lapse unless the Board in its absolute discretion determines otherwise in which case he may exercise his Option at any time before the expiry of its Option Period and within the later to expire of the following periods: 12 months from the date of such cessation or 12 months beginning on the third anniversary of the Date of Grant PROVIDED THAT if a Participant so ceases to be employed by the Group before the third anniversary of the Date of Grant the Board

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		may in its absolute discretion determine that the Option may become exercisable for 12 months from any date before such date. Any Option which is not so exercised shall lapse. An Option shall lapse on the date on which a Participant transfers assigns or charges or attempts to transfer, assign or charge his interest in the Option.

6.5		For the purposes of this clause 6, where a Participant’s employment is terminated without notice or on terms in lieu of notice it shall be deemed to cease on the date on which the termination takes effect and where the said employment is terminated with notice it shall be deemed to cease upon the date on which that notice expires.

7.		Takeovers and Liquidations

7.1		Clause 7.2 shall apply:

(a)

if any person obtains Control of the Company as a result of making:

	(i)		a general offer to acquire the whole of the issued share capital of the Company (other than that which is already owned by such person) made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

	(ii)		a general offer to acquire all the Shares (or such Shares as are not already owned by such person); or

(b)

7.2		Subject to clause 5.2, a Participant may exercise his Option at any time before the earlier of the expiry of its Option Period and the expiry of the appropriate period, as defined in clause 7.3. Any such Option which is not so exercised shall lapse.

7.3		The appropriate period referred to in clause 7.2 is:

(a)

	(i)		six months after such date; and

	(ii)		30 days before the last date on which the person making the offer is permitted to issue a notice pursuant to section 429 of the Companies Act 1985; and

(b)

in a case falling within clause 7.1(b), whichever of the following periods is the first to expire:

	(i)		a period of six months commencing with the time when the Court sanctions the compromise or arrangement; or

	(ii)		the period commencing with the time when the Court sanctions the compromise or arrangement and ending on the date when the scheme of arrangement becomes effective.

7.4

If the Company gives notice of a General Meeting to consider a resolution for the voluntary winding-up of the Company, a Participant may exercise his Option at any time before the expiry of its Option Period and during the period until such resolution is duly passed or defeated or withdrawn PROVIDED THAT any exercise pursuant to this clause

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7.4 shall be conditional upon the said resolution being duly passed. If a Participant exercises his Option pursuant to this clause 7.4 he shall be entitled to share in the assets of the Company with existing holders of the Shares in the same manner as he would have been entitled had the Shares been registered in his name before the resolution was passed.

7.5		On the commencement of any liquidation of the Company (subject to clause 7.4 and otherwise than in connection with a compromise or arrangement as referred to in clause 7.1(b)) the Option shall lapse.

8.		Variations in the Share Capital of the Company

8.1		If at any time after its Date of Grant and before an Option ceases to be exercisable, there is a variation or reorganisation of the share capital of the Company which involves the Shares by reason of an issue of securities by way of rights or capitalisation of reserves or a reduction, sub-division or consolidation of capital or otherwise, the Exercise Price and/or the number of Shares in respect of which the Option may be exercised and/or the denomination of the Shares comprised in an Option may be adjusted to such extent and in such manner as the Board shall determine and the Auditors shall in their opinion consider and confirm in writing to the Board to be fair and reasonable PROVIDED THAT:

	(a)		the aggregate Exercise Price payable on the exercise of an Option shall not be increased thereby;

	(b)		the Exercise Price shall not be reduced below the nominal value of a Share if Shares are to be subscribed on exercise of an Option.

8.2		The Participant shall be notified in writing of any such adjustments as soon as practicable thereafter and the Company shall be entitled to call in the instrument evidencing the grant of the Option affected by such adjustments for endorsement or replacement, as may appear appropriate.

9.		Administration of the Plan

9.1		The Plan shall in all respects be administered by the Board. The Board may make such rules for the conduct of the Plan, not being inconsistent with the provisions hereof, as it shall think fit. The Board shall have authority, not inconsistent with the provisions hereof, to prescribe the form or forms of instrument evidencing Options and any other instruments required under the Plan and to change such forms from time to time. Any dispute regarding the interpretation of the Plan or the terms of any Option shall be determined by the Board (after seeking such advice as it shall consider necessary) and its decision shall be final and binding.

9.2		The Company shall at all times maintain an amount of authorised and unissued Shares sufficient to satisfy outstanding Options under the Plan or to procure that sufficient Shares are available for transfer to satisfy all Options under which Shares may be acquired.

9.3		The Company may distribute to Participants copies of any notice or document normally sent by the Company to the holders of Shares.

9.4		The provisions of the Company’s Articles of Association for the time being with regard to the service of notices upon members of the Company shall apply mutatis mutandis to any notice to be given by the Company under the Plan to Participants and all notices to be given to the Company under the Plan shall be delivered or sent by post to the Company at its registered office.

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10.		Amendment of the Plan

10.1		Subject to:

	(a)		any adjustment made pursuant to clause 8; and

	(b)		clause 10.2; and

	(c)		clause 10.3

the Board shall at any time be entitled to amend by resolution all or any of the provision of the Plan PROVIDED THAT the definitions of the “Eligible Employee” and “Exercise Price”, clauses 3, 8.1 and this clause 10 and the rights attaching to Shares allotted or transferred under the Plan referred to in clause 4.3 shall not be amended to the advantage of existing or future Participants without the prior approval by ordinary resolution of the members of the Company in general meeting.

10.2

Clause 10.1 shall not apply to any amendment which:

	(a)		is necessary to take account of a change in legislation or to obtain or maintain favourable taxation, exchange control or regulatory treatment of the Company, any Subsidiary or any Participant; or

	(b)		is a minor amendment which is necessary or desirable to benefit or facilitate the administration of the Plan.

10.3

No amendment shall be made pursuant to clause 10.1 which would prejudice the subsisting rights of existing Participants in any manner unless it is made:

	(a)		with the prior written consent of existing Participants entitled to exercise options in respect of at least three-quarters of the total number of Shares over which Options shall at that time be subsisting; or

	(b)		by a resolution at a meeting of such Participants passed by not less than three- quarters of the Participants who attend and vote either in person or by proxy and for the purposes of this clause 10.3 the Participants shall be treated as the holders of a separate class of share capital and the provisions of the Articles of Association of the Company relating to class meetings shall apply mutatis mutandis.

10.4		Notwithstanding any other provisions of the Plan the Board may, in respect of Options granted to Eligible Employees who are or may become subject to taxation outside the United Kingdom on their remuneration, amend the provisions of the Plan and the terms of Options as it considers necessary or desirable to take account of or to mitigate or to comply with relevant overseas taxation, securities or exchange control laws provided that the terms of Options granted to such Eligible Employees are not overall more favourable than the terms of Options granted to other Eligible Employees.

10.5		If any amendment is made pursuant to this clause 10, the Board shall notify all Participants in writing as soon as practicable thereafter.

10.6		The Board or the Company in general meeting may by resolution to terminate the Plan at any time but Options previously granted shall continue to be valid and exercisable in accordance with the provisions of the Plan.

11.		Additional Provisions

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11.1		Every Option shall be subject to the condition that no Shares shall be issued or transferred to a Participant following the exercise of an Option if such issue or transfer would be contrary to any enactment or regulation for the time being in force of the United Kingdom or of any other country having jurisdiction in relation thereto. The Company shall not be bound to take any action to obtain the consent of any governmental authority to such issue or transfer or to take any action to ensure that any such issue or transfer shall be in accordance with any enactment or regulation if such action could in the opinion of the Board be unduly onerous.

11.2		The rights and obligations of a Participant under his terms of employment with any member of the Group shall not be affected by his participation in the Plan and the Plan shall not afford to a Participant any right to continued employment or any right to compensation in consequence of the termination of his employment (whether lawful or unlawful) for any reason whatsoever.

11.3		The Company may distribute to Participants copies of any notice or document sent by the Company to the holders of Shares.

11.4		In any matter in which they are required to act hereunder the Auditors shall be deemed to be acting as experts and not as arbitrators.

11.5		This Plan shall be governed by and construed in accordance with English law.

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Exhibit 4.4

SCHEDULE

Barclays PLC

Rules of the Executive Share Award Scheme

INDEX

Rules of the Executive Share Award Scheme


1. Definitions and Interpretation			1

2. Grant of Awards and Options			3

3. Awards and Options			4

4. Dividends			4

5. Grant of Mandatory ESAS Option			4

6. Manner of Exercise of an Option and Rights of Participants			5

7. Release of Shares on the Release Date			5

8. Manner of Release of Shares and Rights of Participants on Release			6

9. Further Conditions of Release and Waiver of Conditions			7

10. Cessation of Employment of Participant			7

11. Takeover, Reconstruction and Winding-up of Barclays			8

12. Variation of Capital			8

13. Administration of the Scheme			8

14. Amendment of the Scheme			8

15. Termination of the Scheme			9

16. General Provisions			9

Appendix 1			11

Mandatory ESAS Option Deed			11

Appendix 2			19

Voluntary ESAS Option Deed			19

Barclays PLC

Rules of the Executive Share Award Scheme

The following rules shall apply in relation to payments or applications of the Trust Fund in accordance with clause 2 of the Trust Deed.

1.		Definitions and Interpretation

1.1		In the Scheme:

		“ Adoption Date ” means 24 March 1994;

		“ Auditors ” means the auditors for the time being of Barclays PLC or such other independent suitably qualified person as the Trustee may from time to time nominate;

		“ Award ” means a provisional allocation of Shares including any Bonus Shares made by the Trustee as described in clause 2.4 of the Trust Deed in accordance with paragraph 2 and ‘awarded’ shall be construed accordingly;

		“ Award Date ” means the date specified as the award date in the Award Letter by the Trustee, after consultation between the Trustee and the Board;

		“ Award Letter ” means the letter in such form as may be prescribed from time to time by the Trustee sent by the Trustee to a Participant informing the Participant of the grant of an Award to him;

		“ Barclays ” means Barclays PLC, registered in England No.48839;

		“ Board ” means the board of directors for the time being of Barclays or a duly appointed committee thereof PROVIDED THAT if any person obtains Control of Barclays the Board or relevant committee as appropriate shall mean the members of the Board or such committee as the case may be immediately before such Control is obtained;

		“ Bonus Shares ” means such number of Shares described as Bonus Shares in the Award Letter;

		“ Company ” means Barclays Bank PLC, registered in England No.1026167;

		“ Companies Act ” means the Companies Act 1985;

		“ Control ” means the control of a company within the meaning of section 840 of the Taxes Act and a person shall be deemed to have control of a company if he and others acting in concert with him have together obtained control of a company within such meaning;

		“ Eligible Employee ” means any person who is a Beneficiary as defined in the Trust Deed;

		“ Grant Date ” means any date specified in an Award Letter following which a Mandatory ESAS Option may be granted to a Participant or such other date as may be specified by the Trustee from time to time;

		“ Group ” means Barclays, the Company and all of the Subsidiaries and “member of the Group” shall be construed accordingly;

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		“ Mandatory ESAS Option ” means a Nil Cost Option granted to an Eligible Employee at the discretion of the Trustee after consultation with the Board on the third anniversary of an Award (or on such other date as may be specified from time to time by the Trustee) by deed on the terms and conditions and in the form set out in Appendix 1 hereto (or in such other form as may be prescribed from time to time by the Trustee);

		” Market Value ” means the market value of a Share as determined by the Trustee on any day having consulted the Board;

		“ Nil Cost Option ” means a right to acquire Shares;

		“ Option ” means a Mandatory ESAS Option or a Voluntary ESAS Option;

		“ Option Period ” means the period during which an Option shall be exercisable being no later than two years from the Grant Date in the case of a Mandatory ESAS Option or ten years in the case of a Voluntary ESAS Option unless the Trustee having first consulted the Board shall decide otherwise PROVIDED THAT such period shall not exceed ten years in any circumstances whatsoever;

		“ Participant ” means a person who holds an Award or an Option or where applicable his personal representatives;

		“ Release Date ” means the date specified in an Award Letter on which Shares may be released to a Participant in accordance with paragraph 8 being five years from the Award Date or such other date as may be specified by the Trustee from time to time;

		“ Retirement Age ” means the earliest age at which an employee can be required to retire by any member of the Group;

		“ Shares ” means ordinary shares in the capital of Barclays or any other class of share in the capital of Barclays admitted to the Official List of the UK Listing Authority;

		“ Scheme ” means the Executive Share Award Scheme herein contained as amended from time to time in accordance with paragraph 14;

		“ Subsidiaries ” mean those companies which are subsidiaries of the Company within the meaning of section 736 of the Companies Act;

		“ Taxes Act ” means the Income and Corporation Taxes Act 1988;

		“ Trust ” means the Barclays Group (ESAS) Employees’ Benefit Trust established by the Trust Deed;

		“ Trust Deed ” means the deed dated 27 September 1996 between the Company (1) and Mourant & Co. Trustees Limited (2) as modified or amended from time to time;

		“ Trustee ” means the trustee for the time being of the Trust;

		" UK Listing Authority ” means the UK Listing Authority within the meaning given to that expression in the Listing Rules made by the Financial Services Authority pursuant to its appointment as the relevant competent authority under the Official Listing of Securities (Change of Competent Authority) Regulations 2000; and

		“ Voluntary ESAS Option ” means a Nil Cost Option granted to an Eligible Employee at the discretion of the Trustee after consultation with the Board and on the request of an Eligible Employee following waiver of any entitlement to a bonus to which he may

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		otherwise have become entitled for any financial period of Barclays by deed on the terms and conditions and in the form set out in Appendix 3 hereto (or in such other form as may be prescribed from time to time by the Trustee).

1.2		Any reference herein to a statutory provision shall include a reference to that provision as amended or re-enacted from time to time. Where the context permits the singular shall include the plural and vice versa and the masculine gender shall include the feminine and vice versa.

1.3		The Scheme is subject to the terms of the Trust Deed. If there is any conflict between such terms and the terms of the Scheme, the terms of the Trust Deed shall prevail.

2.		Grant of Awards and Options

2.1		Subject to paragraphs 2.5 and 2.6, the Trustee may, in its absolute discretion, having first consulted the Board, grant an Award and/or an Option in accordance with the rules of the Scheme to any Eligible Employee.

2.2		An Award or an Option shall, unless the Trustee determines otherwise, be granted:

	(a)		in respect of a fixed number of Shares;

	(b)		in the case of an Award on the basis that the Shares in respect of which the Award is made shall, subject to paragraph 7 be released on the Release Date if any related Mandatory ESAS Option granted on the Grant Date shall not have been exercised.

2.3

The grant of an Award shall be evidenced by an Award Letter which shall specify:

	(a)		the number of Shares awarded or the formula by which such number may be determined, if relevant;

	(b)		the Award Date and the Grant Date(s); and

	(c)		any conditions which may have to be satisfied before either the grant of an Option over any of the Shares awarded or the release of any such Shares.

2.4

The grant of an Option shall be made by deed substantially in the form set out either in Appendices 1 and 2 as appropriate and shall specify:

	(a)		the number of Shares subject to the Option or the formula by which such number may be determined if relevant;

	(b)		the period during which the Option is exercisable; and

	(c)		any conditions which may have to be satisfied before the exercise of the Option.

2.5		The Trustee may only grant an Award or an Option under the Scheme within the period of 42 days following the Adoption Date and thereafter only during the periods of 42 days following the preliminary announcement of the final results of Barclays or the announcement of the half-year results of Barclays in respect of any accounting period or at any time thereafter when the Trustee, having first consulted the Board, considers the circumstances sufficiently exceptional to justify the grant of an Award.

2.6		The grant of any Award or any Option by the Trustee is subject to the obtaining of any approval or consent as may be required by the Listing Rules of the UK Listing Authority, The City Code on Take-Overs and Mergers or by any other regulation or enactment.

2.7		The grant of an Award shall not in any circumstances whatsoever:

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	(a)		constitute the acquisition by a Participant of an interest in the Shares awarded to him or the acquisition of a right to acquire the Shares awarded to him; or

	(b)		entitle a Participant to claim any interest in the Trust Fund or to compel the Trustee to pay or apply any of the capital or income comprised in the Trust Fund to or for the benefit of a Participant.

Until their release on the Release Date, a Participant shall have no interest in the Shares subject to his Award. A Participant shall not be entitled to any dividends or other distributions made in respect of the Shares awarded to him or subject to any Option granted to him. A Participant shall have no right until their transfer to a Participant on the exercise of an Option or their release on the Release Date to vote in respect of the Shares subject to his Option or his Award. There shall be no consideration payable for the grant of an Award or an Option.

Awards and Options

3.1		Any Award or Option granted to a Participant is personal to him and shall not be capable of being transferred or otherwise disposed of by a Participant. Any such Award or Option shall lapse forthwith if it is so transferred or otherwise disposed of or if a Participant is adjudicated bankrupt.

3.2		A Participant shall be entitled at any time to renounce, surrender or cancel or agree to the cancellation of an Award or an Option.

Dividends

4.1		The Trustee may, in its absolute discretion, apply any dividends (net of any tax payable in respect of such dividends by the Trustee) which it receives in respect of any Shares which are available for release or exercise under any subsisting Award or Option to purchase further Shares.

4.2		The Trustee may, in its absolute discretion, release such further Shares acquired pursuant to paragraph 4.1 (or Shares received by the Trustee as a result of the Trustee electing to receive any Scrip Dividend offered by Barclays) to a Participant at the same time as the exercise of a Mandatory ESAS Option (having consulted the Board) or at the same time as the release of any Shares available for release on the Release Date.

4.3		The Trustee may, in its absolute discretion, include such further Shares acquired pursuant to paragraph 4.1 (or Shares received by the Trustee as a result of the Trustee electing to receive any Scrip Dividend offered by Barclays) in the number of Shares subject to a Mandatory ESAS Option.

5.		Grant of Mandatory ESAS Option

5.1		The Trustee shall determine, in its absolute discretion having first consulted the Board, on each Grant Date specified in an Award Letter whether or not:

	(a)		the conditions specified in the Award Letter have been satisfied;

	(b)		any conditions which may have been set by the Trustee after the Award Date as permitted under paragraph 9 have been satisfied.

The Trustee shall be entitled to rely on any information given by the Board for these purposes.

5.2

If the Trustee determines that paragraphs 5.1(a) and (b) have been fulfilled, the Trustee may in its absolute discretion grant a Mandatory ESAS Option to the Participant over the

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		number of Shares specified in the Award Letter as available for the grant of a Mandatory ESAS Option to the Participant on the relevant Grant Date including some or all of the Bonus Shares and any Shares acquired by the Trustee pursuant to paragraph 4.

5.3		If the Trustee determines that paragraphs 5.1(a) and (b) have not been fully satisfied or have not been satisfied at all, the Trustee may in its absolute discretion grant a Mandatory ESAS Option to the Participant over:

	(a)		the number of Shares specified as available for the grant of a Mandatory ESAS Option to the Participant on the relevant Grant Date together with some or all of the Bonus Shares and any Shares acquired by the Trustee pursuant to paragraph 4;

	(b)		a lower number of such Shares; or

	(c)		no Shares at all.

5.4		The grant of a Mandatory ESAS Option over any Shares under the Scheme shall be subject to obtaining such approval or consent as is mentioned in paragraph 2.6.

5.5		The Trustee shall, subject to paragraphs 5.1, 5.2 , 5.3 and 5.4 grant a Mandatory ESAS Option to a Participant in the period of 21 days following a Grant Date. Any Shares available for the grant of a Mandatory ESAS Option which are not made subject to the grant of a Mandatory ESAS Option within the period of 21 days following a Grant Date shall cease to be so available at the end of such period.

6.		Manner of Exercise of an Option and Rights of Participants

6.1		Subject to paragraph 6.2, on exercise of an Option, £1 will be payable in total for the Shares acquired on each such exercise (whether a total or partial exercise) and thereafter:

	(a)		the Trustee shall inform the Participant in writing within the period of 21 days following such exercise, of the Market Value of the Shares acquired;

	(b)		the Participant shall from the date of such exercise become beneficially entitled to any such Shares and shall have the right to receive all dividends paid to the Trustee on such Shares (net of any tax payable on such dividends by the Trustee) and the right to direct the Trustee how to vote in respect of such Shares. The Trustee shall vote in accordance with any such instructions; and

	(c)		the Trustee shall transfer legal title to such Shares to the Participant.

6.2		The Trustee may sell such number of the Shares in respect of which a Participant exercises an Option to meet any obligation of the Trustee to deduct tax and/or for national insurance contributions in respect of such Shares.

6.3		Shares transferred shall have the same beneficial rights as other Shares in issue on such date except that they will not entitle holders to receive any dividends or other distributions from the Trustee where such dividends or other distributions were declared for payment to holders of Shares on the Register of Members at a record date which precedes the date on which the Shares in question were transferred.

7.		Release of Shares on the Release Date

7.1		If at the end of its Option Period a Mandatory ESAS Option has not been exercised, it shall lapse and the Trustee shall then determine, in its absolute discretion having first consulted the Board, on each Release Date specified in an Award Letter whether or not:

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	(a)		any conditions specified in the Award Letter have been satisfied;

	(b)		any conditions which may have been set by the Trustee after the Award Date as permitted under paragraph 9 have been satisfied.

		The Trustee shall be entitled to rely on any information given by the Board for these purposes.

7.2		Subject to paragraph 7.6, if the Trustee determines that paragraphs 7.1(a) and (b) have been fulfilled, the Trustee may in its absolute discretion release to the Participant the number of Shares specified in the Award Letter as available for release to the Participant on the relevant Release Date including some or all of the Bonus Shares and any Shares acquired by the Trustee as described in paragraph 4.

7.3		If the Trustee determines that paragraphs 7.1(a) and, if relevant, (b) have not been fully satisfied or have not been satisfied at all, the Trustee may in its absolute discretion release to the Participant:

	(a)		the number of Shares specified as available for release to the Participant on the relevant Release Date together with some or all of the Bonus Shares and any Shares acquired by the Trustee pursuant to paragraph 4;

	(b)		a lower number of such Shares; or

	(c)		no Shares at all.

7.4		The release of any Shares under the Scheme shall be subject to obtaining such approval or consent as is mentioned in paragraph 2.6.

7.5		The Trustee shall, subject to paragraphs 7.1, 7.2 , 7.3 and 7.4 release Shares to a Participant in the period of 21 days following a Release Date. Any Shares available for release which are not released within the period of 21 days following a Release Date shall cease to be available for release at the end of such period.

7.6		Notwithstanding anything in the Scheme to the contrary, Shares under an Award shall be actually or constructively received by a Participant by the later of:

	(i)		the date that is 2 ¹ / 2 months from the end of the Participant’s first taxable year in which the Trustee determines in its absolute discretion to release Shares under an Award to the Participant; or

	(ii)		the date that is 2 ¹ / 2 months from the end of Barclays’ first taxable year in which the Trustee determines in its absolute discretion to release Shares under an Award to a Participant.

8.		Manner of Release of Shares and Rights of Participants on Release

8.1		If the Trustee determines that any Shares shall be released to a Participant pursuant to paragraphs 7, 10 or 11 then:

	(a)		the Trustee shall inform the Participant in writing within the period of 21 days following such release, of the number of Shares released, the date of release and the Market Value of the Shares released;

	(b)		the Participant shall from the date of such determination become beneficially entitled to any such Shares and shall have the right to receive all dividends paid to the Trustee on such Shares (net of any tax payable on such dividends by the Trustee) and the right to direct the Trustee how to vote in respect of such Shares. The Trustee shall vote in accordance with any such instructions; and

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(c)

the Participant shall be entitled to require the Trustee to transfer legal title to such Shares to the Participant.

8.2		The Trustee may sell such number of the Shares which it has determined to release to a Participant pursuant to paragraph 7 to meet any obligation of the Trustee to deduct tax and national insurance contributions in respect of the Shares which it has so determined to release.

8.3		Shares released shall have the same beneficial rights as other Shares in issue on such date except that they will not entitle holders to receive any dividends or other distributions from the Trustee where such dividends or other distributions were declared for payment to holders of Shares on the Register of Members at a record date which precedes the date on which the Shares in question were released.

9.		Further Conditions of Release and Waiver of Conditions

9.1		The Trustee may, at any time after an Award Date, impose such further conditions on the release of Shares subject to an Award as it may deem appropriate, having first consulted the Board. The Trustee shall notify the Participant in writing of its decision as soon as reasonably practicable.

9.2		The Trustee may, having first consulted the Board, subsequently waive or amend any condition imposed in respect of any Award.

10.		Cessation of Employment of Participant

10.1		If a Participant ceases to be employed by the Group by reason of:

	(a)		death;

	(b)		injury;

	(c)		disability;

	(d)		ill-health;

	(e)		dismissal for redundancy within the meaning of the Employment Rights Act 1996;

	(f)		the company by which he is employed ceasing to be a member of the Group; or

	(g)		the undertaking in which he is employed being transferred to a transferee which is not a member of the Group,

		the Trustee may in its absolute discretion, having first consulted the Board, either release to the Participant, or, if the cessation is by reason of his death, to his wife, children under the age of 18 or step-children under the age of 18 as the Trustee shall determine, such number of: unreleased Shares, or if relevant Shares which were subject to an Option which has lapsed as a result of such cessation, the Bonus Shares; and/or Shares acquired by the Trustee pursuant to paragraph 4, as the Trustee shall in its absolute discretion determine in accordance with paragraphs 7.4, 7.5 and paragraph 8. If the Trustee decides not to release any such Shares the Award shall not lapse on such cessation of employment and paragraph 7 other than paragraph 7.1(a) shall continue to apply.

10.2		If a Participant ceases to be employed by the Group by reason of retirement on or after Retirement Age the Trustee may, in its absolute discretion having first consulted the Board, release to him such number of unreleased Shares or if relevant Shares which were subject to an Option which has lapsed as a result of such cessation; the Bonus Shares; and/or Shares acquired by the Trustee pursuant to paragraph 4 as the Trustee

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		shall in its absolute discretion determine in accordance with paragraphs 7.4, 7.5 and paragraph 8. If the Trustee decides not to release any such Shares the Award shall not lapse on such cessation of employment and paragraph 7 other than paragraph 7.1(a) shall continue to apply.

10.3		If a Participant ceases to be employed by the Group for any other reason, any unreleased Shares shall immediately cease to be available for release to such Participant unless the Trustee, having first consulted the Board, shall in its absolute discretion decide to release all or some only of: any such unreleased Shares; the Bonus Shares; and /or any Shares acquired by the Trustee pursuant to paragraph 4 in accordance with paragraphs 7.4, 7.5 and paragraph 8.

10.4		For the purposes of this paragraph 10 where a Participant’s employment is terminated without notice or on terms in lieu of notice it shall be deemed to cease on the date on which the termination takes effect and where such employment is terminated with notice it shall be deemed to cease upon the date that notice expires.

11.		Takeover, Reconstruction and Winding-up of Barclays

		If any person obtains Control of Barclays (within the meaning of section 840 of the Taxes Act) as a result of making a general offer to acquire Shares, or having obtained Control makes such an offer, or if any person becomes bound or entitled to acquire Shares under sections 428-430F of the Companies Act, or if under section 425 of the Companies Act the Court sanctions a compromise or arrangement of Barclays or if Barclays passes a resolution for voluntary winding up, or if an order is made for compulsory winding up of Barclays, the Trustee having first consulted the Board shall in its absolute discretion determine the manner in which: any unreleased Shares available for release under an Award or which were subject to an Option which has lapsed as a result of such event; the Bonus Shares; and any Shares purchased by the Trustee pursuant to paragraph 4, shall be dealt with.

12.		Variation of Capital

12.1		Subject to paragraph 12.2, in the event of any increase or variation of the share capital of Barclays (whenever effected) by way of capitalisation or rights issue, or sub-division, consolidation or reduction of capital or other variation, the Trustee may make such adjustments as it considers appropriate to the number of Shares comprised in any Award and in any Option.

12.2		Any adjustment under paragraph 12.1 shall be subject to the Auditors confirming that such adjustment is in their opinion fair and reasonable.

12.3		The Trustee shall give notice in writing to the Participant of any adjustments made under paragraph 12.1 as soon as practicable following the making of such adjustments.

13.		Administration of the Scheme

		If there is any dispute as to the rights and obligations of any person under the Scheme or any question concerning the construction or effect of the Scheme or any other question in connection with the Scheme, the Trustee shall determine the same and (other than in the case of a matter to be certified by the Auditors in accordance with the Scheme) such determination shall be final and binding on all persons.

14.		Amendment of the Scheme

14.1		The Scheme may be amended in any respect by resolution of the Trustee with the consent of the Company.

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14.2		Written notice of any material amendment to the Scheme shall be given to all Participants.

15.		Termination of the Scheme

		The Trustee may, having first consulted the Board, at any time suspend or terminate the operation of the Scheme in which case no further Awards or Options will be granted but in all other respects the provisions of the Scheme will remain in force.

16.		General Provisions

16.1		Terms of office or employment

		The rights and obligations of any Participant under the terms of his office or employment with any member of the Group shall not be affected by his participation in the Scheme or any right which he may have to participate in the Scheme. The Scheme shall not entitle the Participant to any rights of continued employment with any member of the Group. Any Participant shall waive any and all rights to compensation or damages in consequence of the termination of his office of employment for any reason whatsoever insofar as those rights arise or may arise from his ceasing to have rights under the Scheme as a result of such termination.

16.2		Tax and other similar liabilities

		Any liability of a Participant to taxation or social security contributions or similar liabilities in respect of an Award shall be for the account of the relevant Participant. The Trustee may make an Award and the transfer of Shares pursuant to it conditional on the Participant complying with arrangements specified by the Trustee for the payment of any taxation, employee’s social security contributions or employer’s social security obligations (including, without limitation, the deduction of taxation at source).

16.3		Auditors as experts

		In any matter in which they are required to act under the Scheme, the Auditors shall be deemed to be acting as experts and not arbitrators.

16.4		Notices

		Any notice or other communication under or in connection with the Scheme may be given by personal delivery electronically or by sending the same by post in the case of a company to its registered office, and in the case of an individual to his last known address, or, where he is a director or employee of the Group, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment, and where a notice or other communication is given by first-class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped.

16.5		Regulation

		Every Award shall be subject to the condition that no Shares shall be released to or transferred to a Participant following the release of Shares under Award if such release or transfer would be contrary to any enactment or regulation for the time being in force of the United Kingdom or any other country having jurisdiction in relation thereto. The Trustee shall not be bound to take any action to obtain the consent of any government or authority to such transfer or to take any action to ensure that any such transfer shall be in accordance with any enactment or regulation if such action could in the opinion of the Trustee be unduly onerous.

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16.6

Data Protection provisions

	(a)		The Company and the Trustee will store and process information about a Participant on their computers and in other ways. By “information about a Participant” the Company and the Trustee mean personal information they have obtained from the Participant, the Group employing company and any other Group companies or other organisations in anticipation of a Participant’s participation in the Scheme and during the term of the Scheme.

	(b)		The Company and the Trustee will use information about a Participant to manage and administer the Scheme, give the Participant information about the Scheme and his Award, to develop and improve their services to the Participant and other customers and to protect their interests. The Trustee agrees to apply the same levels of protection to information about a Participant as the Company is required to apply in the UK.

	(c)		The Company and the Trustee may give information about a Participant and his participation in the Scheme to the following:

	(i)		a Participant’s Group employing company and it agents or service providers where disclosure is necessary to enable the Company or the Trustee to discharge their duties and obligations in the management and administration of the Scheme (including any disclosure of information as may be necessary to enable the Group employing company to comply with the requirements of any relevant tax, social security or other governmental authority). (For the purposes of this clause “Group employing company” includes any company or other entity of the Group which may become the Participant’s employer during the term of the Scheme and any other company or entity which has a duty to comply with any requirements imposed any relevant tax, social security or other governmental authority in connection with his participation in the Scheme.)

	(ii)		people who provide a service to the Company or the Trustee or are acting as their agents on the understanding that they will keep the information confidential.

	(iii)		anyone to whom the Company or the Trustee transfers or may transfer its rights and duties under the Scheme.

	(iv)		where the Company or the Trustee has a duty to do so or if the law allows the Company or the Trustee to do so (including any relevant tax, social security or other governmental authority),

otherwise the Company and the Trustee will keep information about a Participant confidential.

(d)

If the Company or the Trustee transfer information about a Participant to a service provider or agent in another country, they will procure that the service provider or agent agrees to apply the same levels of protection as the Company and the Trustee are required to apply in the UK and other EU jurisdictions and to use information about a Participant only for the purpose of providing the service to the Company or the Trustee.

16.7		Governing law

		The Scheme shall be governed and construed in accordance with English law.

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Appendix 1



Dated		200[ ]

[Name of Optionholder]

Mandatory ESAS Option Deed

Lovells
Atlantic House
50 Holborn Viaduct
London EC1A 2FG

Ref: C2/LLW

Mandatory ESAS Option Deed

This Deed is made the [ ] day of [ ]

By :

Bailhache Labesse Trustees Limited whose registered office is at PO Box 207, 13-14 Esplanade, St Helier, Jersey, Channel Islands, JE1 1BD, the trustee of the Barclays Group (ESAS) Employees’ Benefit Trust (the ”Trustee”)

Whereas the Trustee has agreed to grant to [Name] of [address] (the “Optionholder”) a nil cost option to acquire shares in the capital of Barclays PLC pursuant to and in accordance with the rules of the Barclays Group Executive Share Award Scheme on the following terms and conditions.

This Deed Witnesses:

1		Definitions and Interpretation

1.1		In this Deed:

		“ Auditors ” means the auditors for the time being of Barclays or such other independent suitably qualified person as the Trustee may from time to time nominate;

		“ Barclays ” means Barclays PLC, registered in England No.48839;

		“ Board ” means the board of directors for the time being of Barclays or a duly appointed committee thereof PROVIDED THAT if any person obtains Control of Barclays the Board or relevant committee as appropriate shall mean the members of the Board or such committee as the case may be immediately before such Control is obtained;

		“ Control ” means the control of a company within the meaning of section 840 of the Taxes Act and a person shall be deemed to have control of a company if he and others acting in concert with him have together obtained control of a company within such meaning;

		“ Group ” means Barclays, and all of its Subsidiaries and “member of the Group” shall be construed accordingly;

		“ Option ” means the right granted hereby by the Trustee to the Optionholder to acquire the Option Shares;

		“ Option Period ” means the period ending on [ ];

		“ Option Shares ” means subject to clause 6, [ ] Shares;

		“ Retirement Age ” means the earliest age at which an employee can be required to retire by any member of the Group;

		“ Scheme ” means the Executive Share Award Scheme established by the Trustee pursuant to the Trust Deed and as constituted by its rules set out in the second schedule to the Trust Deed and as amended from time to time in accordance with paragraph 14 thereof;

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		“ Shares ” mean ordinary shares in the capital of Barclays;

		“ Stamp Duty Regulations ” mean the Stamp Duty (Exempt Instruments) Regulations 1987;

		“ Subsidiaries ” means those companies which are subsidiaries of Barclays within the meaning of section 736 of the Companies Act 1985;

		“ Taxes Act ” means the Income and Corporation Taxes Act 1988; and

		“ Trust Deed ” means the deed dated 27 September 1996 establishing the Barclays Group (ESAS) Employees’ Benefit Trust.

1.2		Any reference herein to a statutory provision shall include a reference to that provision as amended or re-enacted from time to time. Where the context permits the singular shall include the plural and vice versa and the masculine gender shall include the feminine and vice versa.

1.3		If there is any conflict between the terms and conditions of this Deed and the terms and conditions of the Trust Deed and the Scheme, the terms and conditions of the Trust Deed and Scheme shall prevail.

2.		Grant of Option

		The Trustee hereby grants the Option to the Optionholder subject to and in accordance with the terms and conditions of this Deed.

3.		Exercise of Option

3.1		Subject to clauses 4 and 5, the Option may be exercised on one occasion only in whole or in part by the Optionholder at any time within the Option Period by his giving to the Trustee at its registered office at least 10 working days’ written notice. Such notice shall be substantially in the form set out in the appendix hereto or in such other form and manner as the Trustee may from time to time prescribe. Such notice shall specify the number of Shares in respect of which the Option is being exercised. The date of exercise of the Option (or the relevant portion of the Option as the case may be) shall be the date on which the period of notice expires (or such earlier date specified by the Trustee following receipt of a valid written notice of exercise from the Optionholder). On exercise of the Option, £1 will be payable by the Optionholder in total for the Option Shares acquired.

3.2		The Optionholder shall:

	(a)		supply with such notice this Deed and such other documentation as the Trustee may require;

	(b)		supply a cheque for £1; and

	(c)		subject to clause 3.3, pay any such additional amount of which the Trustee may notify the Optionholder in respect of any deduction on account of tax or similar liabilities including social security contributions for which the Optionholder is or may be liable as may be required by law as a result of the exercise of the Option in such manner as the Trustee may from time to time prescribe.

3.3

The Trustee shall within 30 days after the date of exercise of the Option transfer the appropriate number of Option Shares to the Optionholder (or to his nominee at the

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		Optionholder’s written direction). The appropriate number of Option Shares shall, unless otherwise agreed by the Trustee and the Optionholder, be the number of Option Shares specified in the notice served pursuant to clause 3.1, PROVIDED THAT where any member of the Group or the Trustee is obliged to account for any tax or similar liabilities including social security contributions for which the Optionholder is or may be liable in any jurisdiction as a result of the exercise of the Option the Trustee may sell sufficient of the Option Shares to meet such liability. The Trustee shall pay such proceeds of sale to the relevant member of the Group to be held on trust on behalf of the Trustee to be paid to the relevant tax or other authority to meet such liability.

4.		Limitations on Exercise of the Option

4.1		Subject to clauses 4.2, 4.3, 4.4, 4.5 and 5, the Option may be exercised by the Optionholder at any time during the Option Period. If the Option is not so exercised it shall lapse at the end of the Option Period.

4.2		If the Optionholder dies the Option shall lapse forthwith unless the Trustees determines otherwise.

4.3		If the Optionholder ceases to be employed by the Group by reason of:

	(a)		injury;

	(b)		disability;

	(c)		ill health;

	(d)		retirement at Retirement Age;

	(e)		redundancy within the meaning of the Employment Rights Act 1996;

	(f)		the company by which he is employed ceasing to be a member of the Group; or

	(g)		the undertaking in which he works having been sold to a purchaser which is not a member of the Group,

		the Optionholder may exercise the Option in accordance with clause 3 at any time before the earlier of the expiry of 6 months from the date of cessation and the end of the Option Period. If the Option is not so exercised it shall lapse.

4.4		If the Optionholder ceases to be employed by the Group for any other reason the Option shall lapse forthwith unless the Trustee determines otherwise.

4.5		For the purposes of this clause, where the employment of an Optionholder is terminated without notice or on terms in lieu of notice it shall be deemed to cease on the date on which the termination takes effect and where such employment is terminated with notice it shall be deemed to cease upon the date on which that notice is given.

5.		Takeovers’ Reconstruction and Winding-up of Barclays

5.1		If any person obtains control of Barclays as a result of making:

(a)

a general offer to acquire the whole of the issued share capital of Barclays (other than that which is already owned by such person) made on a condition such that if it is satisfied the person making the offer will have Control of Barclays; or

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	(b)		a general offer to acquire all the Shares (or such Shares as are not already owned by such person); or

	(c)		pursuant to a compromise or arrangement between Barclays and its creditors or members which is sanctioned by the Court under section 425 of the Companies Act 1985

the Option shall lapse forthwith unless the Trustee determines otherwise.

5.2		If Barclays gives notice of a general meeting to consider a resolution for the winding-up or liquidation of Barclays, the Option shall lapse unless the Trustee determines otherwise.

6.		Variation of Capital

6.1		Subject to paragraph 6.2, in the event of any increase or variation of the share capital of Barclays (whenever effected) by way of capitalisation or rights issue, or sub-division, consolidation or reduction of capital or other variation, the Trustee may make such adjustments as it considers appropriate to the number of Shares comprised in the Option.

6.2		Any adjustment under paragraph 6.1 shall be subject to the Auditors confirming that such adjustment is in their opinion fair and reasonable.

6.3		The Trustee shall notify the Optionholder in writing of any adjustments made under paragraph 6.1 as soon as practicable following the making of such adjustments.

7.		Administration

7.1		Any dispute regarding the interpretation of this Deed shall be determined by the Trustee, having consulted the Board and after seeking such advice as it shall consider necessary, and its decision shall be final and binding.

7.2		Any notice or other communication in connection with this Deed may be given by personal delivery or by sending the same by post:

	(a)		in the case of a company to its registered office; and

	(b)		in the case of an individual to his last known address, or, where he is a director or employee of the Group, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment.

Where a notice or other communication is given by first-class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped.

8.		Additional Provisions

8.1		The Option is personal to the Optionholder and may not be transferred to or subject to the provisions of clause 4.3, exercised by any other person.

8.2		The Option shall be subject to the condition that no Option Shares shall be transferred to the Optionholder by the Trustee following the exercise of the Option if such transfer would be contrary to any enactment or regulation for the time being in force of the United Kingdom or of any other country having jurisdiction in relation thereto. The Trustee shall not be bound to take any action to obtain the consent of any governmental authority to such transfer or to take any action to ensure that any such transfer shall be in accordance

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		with any such enactment or regulation if such action could in the opinion of the Trustee be unduly onerous.

8.3		The rights and obligations of the Optionholder under his terms of employment with any member of Group shall not be affected by the grant of the Option and this Deed shall not afford to the Optionholder any right to continued employment or any additional right to compensation in consequence of the termination of his employment for any reason whatsoever.

8.4		In any matter in which they are required to act hereunder the Auditors shall be deemed to be acting as experts and not as arbitrators.

8.5		In accordance with the Stamp Duty Regulations the Trustee hereby certifies this Deed as an instrument falling within category L specified in the Schedule to the Stamp Duty Regulations and in accordance with the Stamp Duty Regulations it will not require to be stamped with a stamp denoting that it is duly stamped or that it is not chargeable with any duty.

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[Example]

Appendix
Notice of Exercise of Mandatory ESAS Option

To:

Bailhache Labesse Trustees Limited
PO Box 207
13-14 Esplanade
St Helier
Jersey
Channel Islands, JE1 1BD,

I wish to exercise my Option granted on [ ] ¹ over [ ] ² Shares. I enclose my cheque for £1 made payable to Bailhache Labesse Trustees Limited.

I hereby request you to treat this notice as my application to the Trustee to transfer the above number of fully paid Shares to me/my nominee. I acknowledge that the Trustee will sell such number of Shares which will (after deducting the costs of sale) provide sufficient funds to account for tax and similar liabilities on my behalf and then procure that my name/my nominee’s name ³ is placed on the Register of Members as the holder of the remaining Shares and arrange for me/my nominee to be sent a share certificate (or such other evidence of allotment and issue as may be applicable) in respect of the same to the address given below.

Please note:

When completing your tax return for the relevant tax year you will need to declare the exercise of the Option (but you should indicate that the taxable amount has already been included in your taxable pay for the year) and the disposal of Shares on your behalf by the Trustee. You will be sent details of the relevant transaction after the exercise has taken place.

Dated


Signed						Name of Nominee

(Optionholder)						(if applicable) (Block capitals)

Full Name						Address of Nominee

(Block Capitals)						(Block Capitals)

Full Address

(Block Capitals)


Contact telephone number						Reference


¹		Insert date of Option Deed.

²		Insert the number of Shares you want to acquire if you are exercising in part or ALL if you want to exercise in full

³		If you wish the Shares to be registered in the name of your nominee please delete the references to “you” and give your nominee’s details below.

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In Witness whereof this document has been executed as a deed the day and year first before written.


EXECUTED as a deed by Bailhache Labesse Trustees Limited acting by:		) ) )

Authorised Signatory

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Appendix 2



Dated		200[ ]

[Name of Optionholder]

Voluntary ESAS Option Deed

Lovells
Atlantic House
50 Holborn Viaduct
London EC1A 2FG

Ref: C2/LLW

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Voluntary ESAS Option Deed

This Deed is made the [ ] day of [ ]

By :

This Deed Witnesses :

1.		Definitions and Interpretation

1.1		In this Deed:

		“ Auditors ” means the auditors for the time being of Barclays or such other independent suitably qualified person as the Trustee may from time to time nominate;

		“ Barclays ” means Barclays PLC, registered in England No.48839;

		“ Board ” means the board of directors for the time being of Barclays or a duly appointed committee thereof PROVIDED THAT if any person obtains Control of Barclays the Board or relevant committee as appropriate shall mean the members of the Board or such committee as the case may be immediately before such Control is obtained;

		“ Control ” means the control of a company within the meaning of section 840 of the Taxes Act and a person shall be deemed to have control of a company if he and others acting in concert with him have together obtained control of a company within such meaning;

		“ Group ” means Barclays, and all of its Subsidiaries and “member of the Group” shall be construed accordingly;

		“ Option ” means the right granted hereby by the Trustee to the Optionholder to acquire the Option Shares;

		“ Option Period ” means the period of ten years from the Start Date;

		“ Option Shares ” means subject to clause 6, [ ] Shares;

		“ Scheme ” means the Executive Share Award Scheme established by the Trustee pursuant to the Trust Deed and constituted by its rules set out in the Second Schedule to the Trust Deed as amended from time to time in accordance with paragraph 14 thereof;

		“ Shares ” means ordinary shares in the capital of Barclays (or such other class of shares as may represent the same as a result of any reorganisation, reconstruction or other variation of share capital of Barclays to which the provisions of this Deed apply from time

		to time) PROVIDED THAT if an Option is exercised at any time when the Trustee does not hold such Shares in Barclays following an event as described in clause 5, references to shares in clauses 3 and 5 shall include any consideration received by the Trustee for the Shares in respect of which an Option is being exercised;

		“ Stamp Duty Regulations ” means the Stamp Duty (Exempt Instruments) Regulations 1987;

		“ Start Date ” means [ ];

		“ Subsidiaries ” means those companies which are subsidiaries of Barclays within the meaning of section 736 of the Companies Act 1985;

		“ Taxes Act ” means the Income and Corporation Taxes 1988; and

		“ Trust Deed ” means the deed dated 27 September 1996 establishing the Barclays Group (ESAS) Employees’ Benefit Trust.

1.2		Any reference herein to a statutory provision shall include a reference to that provision as amended or re-enacted from time to time. Where the context permits the singular shall include the plural and vice versa and the masculine gender shall include the feminine and vice versa.

1.3		If there is any conflict between the terms and conditions of this Deed and the terms and conditions of the Trust Deed and the Scheme, the terms and conditions of the Trust Deed and the Scheme shall prevail.

2.		Grant of Option

		The Trustee hereby grants the Option to the Optionholder subject to and in accordance with the terms and conditions of this Deed.

3.		Exercise of Option

3.1		Subject to clauses 4 and 5, the Option may be exercised on one occasion only in whole or in part by the Optionholder at any time within the Option Period by his giving to the Trustee at its registered office at least 10 working days’ written notice. Such notice shall be substantially in the form set out in the appendix hereto or in such other form and manner as the Trustee may from time to time prescribe. Such notice shall specify the number of Option Shares in respect of which the Option is being exercised. The date of exercise of the Option (or the relevant portion of the Option as the case may be) shall be the date on which the period of notice expires (or such earlier date specified by the Trustee following receipt of a valid written notice of exercise from the Optionholder). On exercise of the Option, £1 will be payable by the Optionholder or his personal representative(s)) in total for the Option Shares acquired.

3.2		The Optionholder shall:

	(a)		supply with such notice this Deed and such other documentation as the Trustee may require;

	(b)		supply a cheque for £1; and

	(c)		subject to clause 3.3, pay any such additional amount of which the Trustee may notify the Optionholder in respect of any deduction on account of tax or similar liabilities including social security contributions for which the Optionholder is or

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may be liable as may be required by law as a result of the exercise of the Option in such manner as the Trustee may from time to time prescribe.

3.3		The Trustee shall within 30 days after the date of exercise of the Option transfer the appropriate number of Option Shares to the Optionholder (or to his nominee at the Optionholder’s written direction). The appropriate number of Option Shares shall, unless otherwise agreed by the Trustee and the Optionholder, be the number of Option Shares specified in the notice served pursuant to clause 3.1, PROVIDED THAT where any member of the Group or the Trustee is obliged to account for any tax or similar liabilities including social security contributions for which the Optionholder is or may be liable in any jurisdiction as a result of the exercise of the Option, the Trustee may sell sufficient of the Option Shares to meet such liability. The Trustee shall pay such proceeds of sale of such Option Shares to the relevant member of the Group to be held on trust on behalf of the Trustee to be paid to the relevant tax or other authority to meet such liability.

4.		Limitations on Exercise of the Option

4.1		Subject to clauses 4.2, 4.3, 4.4 and 5, the Option may be exercised by the Optionholder at any time during the Option Period. If the Option is not so exercised it shall lapse at the end of the Option Period.

4.2		The Option shall be exercisable during the following consecutive periods over the number of Option Shares specified below:

	(a)		the Option shall be exercisable in respect of [ ] of the Option Shares on or after the Start Date up to but not including the third anniversary of the Start Date. If the Option is exercised in whole or in part during this period the Option shall forthwith lapse in respect of the remaining [ ] Option Shares;

	(b)		the Option shall be exercisable in respect of [ ] of the Option Shares on or after the third anniversary of the Start Date up to but not including the fifth anniversary of the Start Date. If the Option is exercised, in whole or in part, during this period the Option shall lapse forthwith in respect of the remaining [ ] Option Shares; and

	(c)		the Option shall be exercisable in respect of all of the Option Shares on or after the fifth anniversary of the Start Date for the remainder of the Option Period.

4.3		If the Optionholder ceases to be employed by the Group, the Option shall continue to be exercisable in respect of the number of Option Shares in respect of which the Option would have been exercisable in accordance with clause 4.2 as at the date of cessation of the Optionholder’s employment with the Group. The Option may be exercised by the Optionholder at any time before the earlier of the end of the Option Period and 12 months from the date of cessation of employment and if not so exercised the Option shall lapse PROVIDED THAT if the Optionholder ceases to be employed by the Group as a result of the relevant member of the Group terminating the Optionholder’s employment by applying any provision for summary dismissal in the Optionholder’s service contract with such member of the Group the Option shall lapse on the date of such termination.

4.4		If the Optionholder dies his personal representative(s) may exercise the Option to the extent that it was exercisable at the date of his death in accordance with clause 4.2. The Option may be exercised at any time before the earlier of the end of the Option Period and within 12 months of the Optionholder’s death. If the Option is not so exercised it shall lapse.

4.5		For the purposes of this clause 4, where the employment of an Optionholder is terminated without notice or on terms in lieu of notice it shall be deemed to cease on the date on

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		which the termination takes effect and where such employment is terminated with notice it shall be deemed to cease upon the date on which that notice is given.

5.		Takeover, Reconstruction and Winding-up of Barclays

5.1		Clause 5.2 shall apply:

(a)

if any person obtains Control of Barclays as a result of making:

	(i)		a general offer to acquire the whole of the issued share capital of Barclays (other than that which is already owned by such person) made on a condition such that if it is satisfied the person making the offer will have Control of Barclays; or

	(ii)		a general offer to acquire all the Shares (or such Shares as are not already owned by such person); or

(b)

if under section 425 of the Companies Act 1985 the Court sanctions an arrangement between Barclays and its creditors or its members which, if it becomes effective will result in a person obtaining Control of Barclays.

5.2		The Optionholder may exercise the Option at any time to the extent that it was exercisable in accordance with clause 4.2 on the date on which a person obtains Control before the earlier of the end of the Option Period and the end of the appropriate period, as defined in clause 5.3. If the Option is not so exercised it shall lapse.

5.3		The appropriate period referred to in clause 5.2 is:

(a)

in a case falling within clause 5.1(a), a period commencing on the date when the person making the offer has obtained Control of Barclays and any condition subject to which the offer is made is satisfied and ending on the earlier of:

	(i)		six months after such date; and

	(ii)		30 days before the last date on which the person making the offer is permitted to issue a notice pursuant to section 429 of the Companies Act 1985; and

(b)

in a case falling within clause 5.1(b), a period of six months commencing with the time when the Court sanctions the compromise or arrangement

5.4		If Barclays gives notice of a general meeting to consider a resolution for the voluntary winding-up of Barclays, the Optionholder may exercise the Option at any time to the extent that it was exercisable on the date of such notice in accordance with clause 4.2 before the earlier of the end of the Option Period and the period until such resolution is duly passed or defeated or withdrawn PROVIDED THAT any exercise pursuant to this clause 5.4 shall be conditional upon the said resolution being duly passed. If the Optionholder exercises the Option pursuant to this clause 5.4 he shall be entitled to share in the assets of Barclays with existing holders of the Shares in the same manner as he would have been entitled had the Option Shares been registered in his name before the resolution was passed.

5.5		On the commencement of any liquidation of Barclays subject to clause 5.4 and otherwise than in connection with a compromise or arrangement as referred to in clause 5.1(b) the Option shall lapse.

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6.		Variation of Capital

6.1		Subject to paragraph 6.2, in the event of any increase or variation of the share capital of Barclays (whenever effected) by way of capitalisation or rights issue, or sub-division, consolidation or reduction of capital or other variation, the Trustee may make such adjustments as it considers appropriate to the number of Shares comprised in the Option.

6.2		Any adjustment under paragraph 6.1 shall be subject to the Auditors confirming to the Trustee that such adjustment is in their opinion fair and reasonable.

6.3		The Trustee shall notify the Optionholder in writing of any adjustments made under paragraph 6.1 as soon as practicable following the making of such adjustments.

7.		Administration

7.1		Any dispute regarding the interpretation of this Deed shall be determined by the Trustee, having consulted the Board and after seeking such advice as it shall consider necessary, and its decision shall be final and binding.

7.2		Any notice or other communication in connection with this Deed may be given by personal delivery or by sending the same by post:

	(a)		in the case of a company to its registered office; and

	(b)		in the case of an individual to his last known address, or, where he is a director or employee of the Group, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment.

Where a notice or other communication is given by first-class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped.

8.		Additional Provisions

8.1		The Option is personal to the Optionholder and may not be transferred to or subject to the provisions of clause 4.4, exercised by any other person.

8.2		The Option shall be subject to the condition that no Option Shares shall be transferred to the Optionholder by the Trustee following the exercise of the Option if such transfer would be contrary to any enactment or regulation for the time being in force of the United Kingdom or of any other country having jurisdiction in relation thereto. The Trustee shall not be bound to take any action to obtain the consent of any governmental authority to such transfer or to take any action to ensure that any such transfer shall be in accordance with any such enactment or regulation if such action could in the opinion of the Trustee be unduly onerous.

8.3		The rights and obligations of the Optionholder under his terms of employment with any member of Group shall not be affected by the grant of the Option and this Deed shall not afford to the Optionholder any right to continued employment or any additional right to compensation in consequence of the termination of his employment for any reason whatsoever.

8.4		In any matter in which they are required to act hereunder the Auditors shall be deemed to be acting as experts and not as arbitrators.

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8.5

In accordance with the Stamp Duty Regulations the Trustee hereby certifies this Deed as an instrument falling within category L specified in the Schedule to the Stamp Duty Regulations and in accordance with the Stamp Duty Regulations it will not require to be stamped with a stamp denoting that it is duly stamped or that it is not chargeable with any duty.

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[Example]

Appendix

Notice of Exercise of Voluntary ESAS Option


To:		Bailhache Labesse Trustees Limited PO Box 207 13-14 Esplanade St Helier Jersey Channel Islands, JE1 1BD,

I wish to exercise my Option granted on [ ] ¹ over [ ] ² Shares. I enclose my cheque for £1 made payable to “Bailhache Labesse Trustees Limited

I hereby request you to treat this notice as my application to the Trustee to transfer the above number of fully paid Shares to me/my nominee. ³ I acknowledge that the Trustee will sell such number of Shares which will (after deducting the costs of sale) provide sufficient funds to account for tax and similar liabilities on my behalf and then procure that my name/my nominee’s name is placed on the Register of Members as the holder of the remaining Shares and arrange for me/my nominee to be sent a share certificate in respect of the same (or such other evidence of allotment and issue as may be applicable) to the address given below.

Please note:

1.		When completing your tax return for the relevant tax year you will need to declare the exercise of the Option (but you should indicate that the taxable amount has already been included in your taxable pay for the year) and the disposal of Shares on your behalf by the Trustee. You will be sent details of the relevant transaction after the exercise has taken place.

2.		If you are the personal representatives of the optionholder you should include a certified copy of the letters of administration or grant of probate when you return this notice together with details of the name and address of the nominee in which you would like the Shares registered. References in the above notice will be deemed altered accordingly.


Dated

Signed						Name of Nominee

(Optionholder)						(if applicable) (Block capitals)

Full Name						Address of Nominee

(Block Capitals)						(Block Capitals)

Full Address

(Block Capitals)


¹		Insert date of Option Deed.

²		Insert the number of Shares you want to acquire if you are exercising in part or ALL if you want to exercise in full.

³		If you wish the Shares to be registered in the name of your nominee please delete the references to “you” and give your nominee’s details below.

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Contact telephone number						Reference

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In Witness whereof this document has been executed as a deed the day and year first before written.

Authorised Signatory

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Exhibit 4.5

Barclays Plc

Rules of the Barclays Plc Renewed 1986 Executive Share Option
Scheme

001BB/57822
C1/KK
Lovells LLP, Atlantic House, Holborn Viaduct, London EC1A 2FG

Rules of the Barclays Plc Renewed 1986 Executive Share Option Scheme

1.		The Scheme

		The name of the Scheme shall be “The Barclays PLC Renewed 1986 Executive Share Option Scheme”.

2.		Definitions

		In these Rules and in the Schedule to these Rules, save where the context otherwise requires:-

	(a)		“the Act” means the Income and Corporation Taxes Act 1988.

	(b)		“Acquiring Company” means a company which for the purposes of paragraph 12 below comes within the definition of “the acquiring company” in paragraph 15 (1) of Schedule 9.

	(c)		“Associated Company” means an associated company of the Company within the meaning of section 416 of the Act.

	(d)		“Auditors” means the auditors for the time being of the Company or, in the event of there being joint auditors, such one of them as the Board shall select.

	(e)		“the Board” means the Board of Directors of the Company or a Committee of the Board of Directors of the Company appointed to administer the Scheme.

	(f)		“the Company” means Barclays PLC.

	(g)		“Control” means control of a company within the meaning of section 840 of the Act save that for the purposes of paragraph 11.1 below a person shall be deemed to have obtained control of a company if he and others acting in concert with him have together obtained control of it within such meaning.

	(h)		“Controlling Company” means a company other than the Company and an Acquiring Company which falls within paragraph 10 (b) or 10 (c) of Schedule 9.

	(i)		“the Date of Grant” means the date of the grant of an Option in accordance with paragraph 4.5.

	(j)		“Eligible Employee” means any individual whose terms of employment require him to devote substantially the whole of his time to working for any one or more Participating Companies but excluding:-

(i)

any director of any one or more Participating Companies who is required to work for less than 30 hours a week (excluding meal breaks) ; and

- 2 -

(ii)

any employee of anyone or more Participating Companies (other than one who is a director of a Participating Company) who is required to work for less than 20 hours a week (excluding meal breaks)

who is nominated by the Board in its absolute discretion to receive an invitation to apply for an Option; and who is not, in the opinion of the Board, within two years of his anticipated retirement date but subject to paragraph 6.4.

	(k)		“Employee Share Scheme” means a scheme established by the Company or any Subsidiary for the acquisition of shares in the Company or any Subsidiary by directors or employees.

	(l)		“Exercise Price” means, in relation to each Option, such amount as the Board may in accordance with paragraph 4.5 state when granting the Option, being a price not manifestly less than the Market Value of Shares on such day or days as the Board may select being not more than 30 days before the Date of Grant, or the nominal value of such Shares if greater, but subject to any adjustment under paragraph 14.1.

	(m)		“the Invitation Date” means the date of any invitation to apply for an Option made in accordance with paragraph 4.2.

	(n)		“the Market Value” of a Share or Shares on a particular day means the average middle market quotation of a Share as derived from the Daily Official List of The Stock Exchange (rounded up to the nearest whole penny) over a period of not more than five successive dealing days immediately preceding the Invitation Date of which the first day is not more than 30 days before the Date of Grant and falls within the period permitted for the grant of Options in paragraph 4.1.

	(o)		“Option” means an option to subscribe for Shares pursuant to the Scheme.

	(p)		“Option Holder” means a person who has been granted an Option in accordance with the terms of the Scheme and in whom rights under the Scheme are still vested or (where the context so requires) the legal personal representative of such a person.

	(q)		“Participating Company” means (i) the Company and (ii) such one or more Subsidiaries as may be nominated from time to time by the Board.

	(r)		“Relevant Emoluments” means such of the emoluments of the office or employment by virtue of which the Eligible Employee is eligible to participate in the Scheme as are liable to be paid under deduction of tax pursuant to section 203 of the Act (Pay as you earn), after deducting from them amounts included by

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			virtue of Chapter II of Part V of the Act (Supplementary charging provisions applicable to directors and higher paid employees and office holders).

	(s)		“Schedule 9” means Schedule 9 to the Act.

	(t)		“the Scheme” means the Barclays PLC Renewed 1986 Executive Share Option Scheme.

	(u)		“Shares” means ordinary shares in the capital of the Company which comply with the conditions in paragraphs 10 to 14 (inclusive) of Schedule 9 and “Share” and “Shareholder” shall be construed accordingly.

	(v)		“Share Option Scheme” means a scheme established by the Company or any Subsidiary for the granting of options to subscribe for shares in the Company or any Subsidiary to directors or selected employees (and which is not linked to an SAYE contract).

	(w)		“The Stock Exchange” means The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited.

	(x)		“Subsidiary” means a subsidiary of the Company within the meaning of section 736 of the Companies Act 1985 which is under the control of the Company within the meaning of section 840 of the Act.

	(y)		“Year of Assessment” means a year of assessment within the meaning of section 832 (1) of the Act.

Reference to any provision of any statute shall be construed as including a reference to any statutory modification or re-enactment thereof for the time being in force. Words denoting the singular number only shall include the plural number also and vice versa. Words denoting the masculine gender shall include the feminine gender also. References to paragraphs are references to paragraphs of these Rules unless otherwise stated.

3.		The Sub-Schemes

		The Scheme is divided into two sub-schemes as to which:-

3.1		the first shall be known for these purposes as the “Approved Part” and the Approved Part and any Option granted under it shall be governed by paragraphs 2 to 17 (inclusive) ;

3.2		the second shall be known as the “Unapproved Part” and the Unapproved Part and any Option granted under it shall be governed by paragraphs 2 to 17 (inclusive) as varied by the provisions set out in the Schedule to these Rules.

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4.		Offer and Grant of Options

4.1		Subject to paragraphs 4.7 and 5, the Board may in its absolute discretion grant Options subject to the Rules of the Scheme in each of the calendar years 1991 to 2000, inclusive. Such grants may be made within the 42 days following the announcement to The Stock Exchange of the annual, half-yearly or quarterly results (if any) of the Company.

4.2		On each occasion when Options are to be offered, the Board shall determine in its absolute discretion the Eligible Employees who may participate in the Scheme and the extent of the participation of each such Eligible Employee and invite each such Eligible Employee to apply for an Option or Options accordingly.

4.3		An Option may be granted on the basis that it will become exercisable only on the fulfilment of special conditions which have been approved by the Inland Revenue and are set out in the invitation issued on behalf of the Board in accordance with paragraph 4.2.

4.4		Applications for Options shall be in such form as the Board may require, and shall be made within such period of not more than 14 days from the Invitation Date as the Board may direct.

4.5		The Board shall notify Eligible Employees who have been granted Options of the grant thereof not later than 14 days after the expiry of the application period specified in paragraph 4.4. Such notice shall be under seal and otherwise in such form as the Board considers appropriate, and shall state the number of Shares comprised in the Option, the Date of Grant and the Exercise Price. The Board may at its discretion refuse to grant all or part of any Option for which an application has been made without stating the reason therefor.

4.6		An Option shall be exercisable only by the Option Holder and shall not be capable of being transferred, assigned or charged by the Option Holder.

4.7		Unless in exceptional circumstances the Board otherwise determines, no Options may be granted to existing Option Holders in any year in which there is no distribution under the Barclays PLC Renewed 1974 and 1979 UK Profit Sharing Schemes or the Barclays PLC 1991 Profit Sharing Schemes in respect of the Company’s previous financial year.

4.8		If the Company is restricted by statute, order, regulation or otherwise (including a restriction resulting from the application of the Model Code for Securities Transactions for Directors of Listed Companies or any comparable code adopted by or imposed upon the Company) from granting Options within any such 42 day period as is mentioned in paragraph 4.1 above, the Board shall be permitted to grant options within the period of 42 days after the lifting of such restrictions.

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5.		Limitations on share capital

5.1		No Option shall be granted which would result in the aggregate nominal amount of share capital issued or issuable or subscribed out of profits under the Scheme and any other Employee Share Scheme exceeding the maximum amount authorised for such purpose by the Board acting within the authority given by the Company in General Meeting and by current legislation, but subject where appropriate to any adjustment under paragraph 14.1.

5.2		The number of Shares issued or issuable under the Scheme at any time (when aggregated with those issued or issuable in respect of options granted under the Barclays PLC 1986 Executive Share Option Scheme in the preceding 10 years) shall not exceed 5 per cent. of the total number of Shares then in issue or 78,500,000, whichever is the less, but subject to any adjustment under paragraph 14.1.

5.3		The aggregate number of Shares over which options may be granted in any given year and the two preceding years under the Scheme and the Barclays PLC 1986 Executive Share Option Scheme shall not exceed 3 per cent. of the Shares in issue at the Date of Grant.

5.4		No Options shall be granted under the Scheme in the period of four years commencing on 1st January 1991 if as a result the number of Shares issuable on the exercise of such Options when aggregated with the number of Shares issuable on the exercise of options granted during such period of four years under any other Share Option Scheme would exceed 2.5 per cent of the issued ordinary share capital of the Company from time to time but subject to any adjustment under paragraph 14.1.

6.		Limits on individual participation

6.1		No Eligible Employee shall obtain rights under the Approved Part of the Scheme which would at the time they are obtained cause the aggregate market value of the Shares which he may acquire in pursuance of rights obtained under the Scheme or under any other Share Option Scheme approved under Schedule 9 established by the Company or an Associated Company to exceed or further exceed the higher of:-

	6.1.1		£100,000; or

	6.1.2		where there are Relevant Emoluments for the current and preceding Years of Assessment, four times the amount of the Relevant Emoluments for the current or preceding Year of Assessment whichever of those years gives the greater amount; or

	6.1.3		where there were no Relevant Emoluments for the preceding Year of Assessment, four times the amount of the Relevant Emoluments for the

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period of twelve months beginning with the first day during the current Year of Assessment in respect of which there were Relevant Emoluments.

6.2		For the purposes of paragraph 6.1 the market value of Shares means (in the case of Options) the Exercise Price and (in other cases) means the market value calculated as at the date the rights to acquire such shares were obtained or at such earlier date as may be permitted by the rules of the relevant scheme.

6.3		No Eligible Employee shall be granted an Option which would at the Date of Grant cause the aggregate of the Exercise Price of the Shares comprised in that Option and the market value at the date of grant of any other shares in respect of which an option or options had been granted in the preceding 10 years under the Scheme or any other Share Option Scheme (but excluding any shares the rights in respect of which have been exercised) to exceed or further exceed four times his remuneration from the Company and any Subsidiary at that date. For this purpose, an individual’s remuneration shall be taken as the greater of:

	6.3.1		the annual rate of his remuneration (excluding bonuses, commissions and benefits in kind) ; and

	6.3.2		the total remuneration (including bonuses and commission, but excluding benefits in kind) in the twelve months immediately preceding that date.

6.4

No person may obtain or exercise rights under the Scheme if he has, or within the preceding 12 months had, a material interest in a company which is a close company for the purposes of paragraph 8 of Schedule 9 and which is:

	6.4.1		a company the shares of which may be acquired pursuant to the exercise of rights obtained under the Scheme, or

	6.4.2		a company which has control of such a company or is a member of a consortium (as defined for the purposes of the said paragraph 8) which owns such a company.

		An interest shall be a material interest for this purpose if it is a material interest for the purposes of the said paragraph 8.

7.		Exercise and Lapse of Options

7.1		Subject to paragraphs 7.3, 7.4, 11 and 13, no Option may be exercised earlier than three years from the Date of Grant or such longer period of less than ten years as the Board may specify when granting the Option.

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7.2		An Option will lapse automatically insofar as it has not been exercised before the expiry of ten years from the Date of Grant.

7.3		If an Option Holder dies before the exercise of his Option his legal personal representative may, subject to paragraphs 6.4 and 7.2, exercise his Option in accordance with paragraph 8 within one year of the date of his death but not thereafter.

7.4		If an Option Holder ceases to be employed by any one or more Participating Companies by reason of:

	7.4.1		injury;

	7.4.2		disability;

	7.4.3		redundancy within the meaning of the Employment Protection (Consolidation) Act 1978 (as amended);

	7.4.4		retirement at normal retirement age or at the age at which he is bound to retire in accordance with the terms of his contract of employment;

	7.4.5		the company by which he is employed ceasing to be a Participating Company; or

	7.4.6		the undertaking in which he works being sold to a purchaser which is not a Participating Company.

			The Option Holder may, subject to paragraphs 6.4 and 7.2, exercise his Option in accordance with paragraph 8 within twelve months of his so ceasing to be employed or, if later, three years and six months after the Date of Grant of the Option.

7.5

Save insofar as it has previously been exercised, and subject to paragraphs 6.4, 7.3 and 7.4, an Option shall lapse on the date on which the Option Holder:

	7.5.1		ceases to be employed for whatever reason by a Participating Company except insofar as such cessation is for the purpose of taking up an alternative employment proposed by such Participating Company, or

	7.5.2		transfers assigns or charges or attempts to transfer assign or charge his interest in the Option, or

	7.5.3		is adjudicated bankrupt.

PROVIDED THAT in the events of lapse specified in paragraphs 7.5.1 and 7.5.3 the Board may determine that the Option shall continue to be exercisable in accordance with paragraph 8 within twelve months of his so ceasing to be employed or, if later, three years

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and six months after the Date of Grant of the Option but subject always to paragraphs 6.4 and 7.2.

7.6		Where an Option Holder’s employment is terminated without notice it shall be treated as ceasing on the date of termination and where the said employment is terminated with notice it shall be treated as ceasing upon the date on which that notice is given.

8.		Manner of Exercise of Options

8.1		Subject to paragraphs 6.4 and 7, and to the fulfilment of any special conditions imposed in accordance with paragraph 4.3, an Option shall be exercised in whole or part by the Option Holder giving notice in writing to the Company in such form as the Board shall require stating that the Option is thereby exercised and the number of Shares in respect of which it is exercised. With such notice the Option Holder shall supply such other documents as the Board may require and shall pay the Exercise Price to the Company. An Option (or part thereof) shall be deemed to have been exercised on the date when the said notice together with a remittance for the Exercise Price is received by the Company. Within 30 days of the receipt of a valid notice of exercise the relevant shares will be allotted and as soon as practicable thereafter the Company shall send a certificate for the relevant Shares to the Option Holder.

8.2		Any partial exercise of an Option (other than such partial exercise as completes the exercise of the said Option) shall be in respect of 100 Shares or a multiple thereof. As soon as is practicable after such partial exercise, the Company shall send a new Option statement to the Option Holder.

9.		Issue of Shares

9.1		Shares issued pursuant to the Scheme will rank pari passu in all respects with the Shares then in issue, except that they will not rank for any dividend declared for payment to holders of Shares on the register of members of the Company at a record date which precedes the date of exercise of the relevant Option.

9.2		The Company shall use its best endeavours to procure that as soon as practicable after the allotment of any Shares pursuant to the Scheme the same shall be admitted to the Official List by the Council of The Stock Exchange.

9.3		No Shares shall be allotted pursuant to the exercise of an Option if such allotment would be contrary to any enactment or regulation for the time being in force in England or any other country having jurisdiction in relation thereto.

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10.		Renunciation or determination of Options

10.1		An Option Holder may within one month of the Date of Grant renounce his Option by giving the Company notice in writing under seal of his intention to do so. The renunciation shall be effective from the date of receipt of such notice by the Company, whereupon the Option Holder’s Option shall be deemed for all purposes never to have been granted.

10.2		It shall be a condition of the Scheme that in the event of the termination of an Option Holder’s Employment (for whatever reason) he shall not be entitled to any compensation whatsoever by reason of any alteration or determination of his rights or expectations under the Scheme.

11.		Takeover Offers etc.

11.1		The provisions of paragraph 11.2 below shall apply:-

11.1.1

If any person obtains Control of the Company as a result of making:

	(a)		a general offer to acquire the whole of the issued share capital of the Company (other than that which is already owned by such person) which is made on a condition such that if it is satisfied the person making the offer will have control of the Company; or

	(b)		a general offer to acquire all the Shares of the Company (or such Shares as are not already owned by such person);

11.1.2

if any person obtains control of the Company in pursuance of a compromise or arrangement sanctioned by the Court under Section 425 of the Companies Act 1985.

11.2		Subject to paragraph 7.2, an Option Holder may at any time within the appropriate period as defined in paragraph 11.3 below, exercise any Option of his then subsisting, notwithstanding that such exercise may occur within three years of the date on which the Option was granted, and any such Option which is not so exercised shall lapse and become of no effect PROVIDED that this paragraph shall not apply where a Participant by agreement with an Acquiring Company releases any Option of his then subsisting in consideration of the grant to him of a New Option pursuant to paragraph 12 below before the expiry of the appropriate period referred to in paragraph 12.4 below.

11.3		The appropriate period referred to in paragraph 11.2 above is:-

11.3.1

in a case falling within paragraph 11.1.1 above a period commencing on the date when the person making the offer has obtained Control of the Company and any condition subject to which the offer is made is satisfied and ending on the earlier of:-

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	(a)		six months after such date; and

	(b)		thirty days before the last date on which the person making the offer is permitted to issue a notice pursuant to Section 429 of the Companies Act 1985; and

11.3.2

in a case falling within paragraph 11.1.2 above, a period of six months commencing with the time when the Court sanctions the compromise or arrangement.

12.		Replacement of Options on Change of Control of the Company

12.1		The provisions of paragraph 12.2 below shall apply where an Acquiring Company

12.1.1

obtains Control of the Company as a result of making:-

	(a)		a general offer to acquire the whole of the issued share capital of the Company (other than that which is already owned by it and/or by any of its subsidiaries) made on a condition such that if it is satisfied the Acquiring Company will have Control of the Company, or

	(b)		a general offer to acquire all the Shares (or such Shares as are not already owned by the Acquiring Company and/or by any of its subsidiaries), or

	12.1.2		obtains Control of the Company in pursuance of a compromise or arrangement sanctioned by the court under Section 425 of the Companies Act 1985, or

	12.1.3		becomes bound or entitled to acquire Ordinary Shares under Section 428 to 430 of the Companies Act 1985.

12.2

An Option Holder may, at any time within the appropriate period as defined in paragraph 12.4 below by agreement with the Acquiring Company, release any Option of his then subsisting (the “Old Option” for the purposes of this paragraph) in consideration of the grant to him of a new option (the “New Option” for the purposes of this paragraph) PROVIDED that any New Option satisfies the conditions of paragraph 12.3 below.

12.3

The New Option must:-

12.3.1

be over shares in the Acquiring Company or a Controlling Company which shares must satisfy the conditions specified in paragraphs 10 to 14 inclusive of Schedule 9 (and the term

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“Shares” in this Scheme shall thereafter be construed accordingly); and

	12.3.2		be a right to acquire such number of shares which on acquisition of the New Option have an aggregate market value (determined in accordance with Part VIII of the Capital Gains Tax Act 1979) equal to the aggregate market value (determined on a like basis) of the Shares the subject of the Old Option immediately before its release; and

	12.3.3		have a subscription price per share such that the aggregate price payable on complete exercise of the New Option equals the aggregate price which would have been payable on complete exercise of the Old Option at the time of its release.

12.4

The appropriate period referred to in paragraph 12.2 above is:-

	12.4.1		in a case falling within paragraph 12.1.1 above, a period of six months commencing on the date when the Acquiring Company making the offer has obtained Control of the Company and any condition subject to which the offer is made is satisfied;

	12.4.2		in a case falling within paragraph 12.1.2 above, six months beginning with the time when the court sanctions the compromise or arrangement; and

	12.4.3		in a case falling within paragraph 12.1.3 above, the period during which the Acquiring Company remains so bound or entitled.

12.5		The New Option shall be exercisable in the same manner as the Old Option and in accordance with the provisions of the Scheme as it had effect in relation to the Old Option immediately before its release (references to the term “Option” in the Scheme being construed accordingly), and the New Option shall, for” all purposes of the Scheme other than paragraph 12.6 below, be treated as having been granted on the date when the corresponding Old Option was granted.

12.6		With effect from the grant of a New Option hereunder, paragraphs 8, 9 and 11 above, this paragraph 12, and paragraphs 13, 14 and 17 below and, for the purposes of paragraph 7 above, paragraphs 2(q) and 2(x) shall, in relation to the New Option, be construed as if references to the Company were references to the Acquiring Company, or as the case may be, the Controlling Company.

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13.		Winding Up

13.1		If notice is duly given of a resolution for the voluntary winding up of the Company an Option Holder may (notwithstanding the non-fulfilment of any special conditions imposed in accordance with paragraph 4.3 or the limitation period specified in paragraph 7.1) forthwith and until the commencement of the winding up exercise his Option, but the exercise of any Option pursuant to the provisions of this paragraph 13.1 shall be of no effect unless the said resolution is duly passed and as at the date of the resolution the Option is still capable of being exercised hereunder. Upon commencement of the winding up all Options shall cease and determine except in so far as is necessary to give effect to the provisions of this paragraph 13.1 but so that any Option may be exercised in accordance with paragraph 8 at the date upon which the said resolution is passed.

13.2		Save as mentioned in paragraph 13.1 all Options shall automatically lapse in the event of an effective resolution being passed or an order being made for the winding up of the Company.

14.		Adjustment on Variation of Capital

14.1		With the prior approval of the Inland Revenue the number of shares the subject of an Option, the Exercise Price and the limits specified in paragraph 5 shall be adjusted in such manner as the Board may determine and as the Auditors shall certify to be in their opinion fair and reasonable following any capitalisation issue, subdivision, consolidation or reduction of share capital or re-purchase of shares and in respect of any discount element in any rights issue provided that no adjustment made pursuant to this paragraph 14.1 shall have the effect of reducing the Exercise Price for each Share below the nominal value of a Share.

14.2		The Board may take such steps as it may consider necessary to advise Option Holders of any adjustment under paragraph 14.1 and to call in, cancel, endorse or issue any Option statements consequent upon such adjustment.

15.		Overseas Employees

15.1		Notwithstanding any other provisions of the Scheme other than paragraph 16.1.2, the Board may, in respect of invitations issued or Options granted to Eligible Employees who, in the opinion of the Board, are or may become primarily subject to taxation outside the United Kingdom on their remuneration, amend or alter the provisions of the Scheme and the terms of Options as the Board considers necessary or desirable to take account of relevant overseas taxation or securities laws provided that the terms of Options granted to such Eligible Employees are not more favourable than the terms of Options granted to other Eligible Employees.

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15.2

Any Option granted to any Eligible Employee subject to taxation on his remuneration in the United States of America that is intended to qualify as an incentive stock option within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended, shall be subject to all of the provisions of the Scheme, as modified below:

	15.2.1		the Exercise Price shall be, in relation to each Share comprised in an Option, a price not less than the fair market value of a Share on the Date of the Grant;

	15.2.2		notwithstanding paragraph 4.1, any Option granted under the Scheme shall be granted within 10 years from the date the Scheme is adopted, or the date the Scheme is approved by the shareholders, whichever is earlier;

	15.2.3		notwithstanding paragraph 6.1, the aggregate fair market value (determined on the Date of Grant) of the Shares with respect to which the Options may first become exercisable by an Eligible Employee during any calendar year shall not exceed $100,000 except upon the occurrence of any event specified in paragraph 7.4, 11.1.1 or 11.1.2 or 13; and

	15.2.4		no Eligible Employee shall be granted an Option if, on the Date of Grant, he owns Shares or other equity securities possessing more than 10 per cent of the total combined voting power of all classes of Shares and equity securities of the Company or any Subsidiary, unless: (i) the Exercise Price is at least 110 per cent of the fair market value of each Share comprised in the Option on the Date of Grant and (ii) such Option by its terms is not exercisable after the expiration of 5 years from the Date of Grant.

16.		Administration and Amendment

16.1		The Scheme shall in all respects be administered by the Board which will lay down and may thereafter from time to time amend the provisions of the Scheme (including any Option or special conditions attaching to any Option by virtue of paragraph 4.3) in any respect provided that:-

	16.1.1		no materially adverse amendments shall be made affecting any rights already acquired by an Option Holder under the Scheme;

	16.1.2		whilst the Approved Part of the Scheme is approved under Schedule 9 no amendment shall have effect save with the prior approval of the Inland Revenue and nothing shall be done to the

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			Approved Part of the Scheme which would prejudice the obtaining of Inland Revenue approval or cause it to be withdrawn; and

	16.1.3		except with the prior approval of the Company in General Meeting the provisions of paragraphs 2(j), 2(l), 2(n), 4.1, 4.4, 4.5, 4.6, 5, 6.1, 6.3, 7.4, 9.1, 11, 12, 13, 14.1, 15’,1 and this paragraph 16 shall not be altered materially to the advantage of Eligible Employees or Option Holders.

16.2		Notwithstanding anything to the contrary in paragraph 16.1, the Board may at any time by resolution and without other formality amend the Scheme in any way to the extent necessary to secure and maintain Inland Revenue approval to the Approved Part of the Scheme and to ensure that Inland Revenue approval to the Approved Part is not withdrawn pursuant to any statutory modification of the provisions of the Act.

16.3		The Company shall bear the costs of setting up and administering the Scheme.

16.4		The Company shall maintain all necessary books of account and records relating to the Scheme.

16.5		The Board shall have power to delegate to any person or corporation any of its administrative functions hereunder.

16.6		The Company shall keep available for issue sufficient unissued Shares or unclassified share capital to satisfy Options when they are exercised.

16.7		Subject to any subsisting rights of any Option Holder, the Board may terminate the Scheme at any time.

17.		Notices

		Any notice or other communication required to be given hereunder to the Company or to an Option Holder shall be deemed to have been given if delivered personally or through the Barclays internal mail system or sent by telex, cable or first class prepaid mail (air mail, if overseas) in the case of the Company to its Registered Office or the telex number relating to that address and in the case of an Option Holder by sending the same addressed to-the Option Holder at his place of employment or his last known address or the telex number relating to such place or address. Any notice shall be deemed to have been given when left at the proper address, if delivered by hand during normal business hours; two business days after having been posted to an inland address by first class post prepaid in an envelope addressed to the proper address; five business days after having been posted to an overseas address by air mail post prepaid in an envelope addressed to the proper address; and on the business day next following the date of transmission if transmitted by telex or when actually received if sooner.

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18.		Governing Law

		These Rules (including the Schedule hereto) shall be governed by and construed in accordance with English law.

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The Schedule

hereinbefore referred to

The Unapproved Part

1.		This Schedule sets out the provisions of the Unapproved Part of the Scheme.

2.		The provisions of the Unapproved Part of the Scheme shall be the provisions set out in the Approved Part of the Scheme with the following modifications:-

2.1		In paragraph 2(j) the words “but subject to paragraph 6.4” shall be omitted;

2.2		In paragraph 2(q) the words “and (iii) such one or more companies of which the Company or any Subsidiary owns 20% or more of the equity share capital as defined in Section 744 Companies Act 1985 as may be so nominated” shall be added after “Board” •

2.3		In paragraph 2(u) the words “which comply with the conditions in paragraphs 10 to 14 (inclusive) of Schedule 9” shall be omitted; and

2.4		Paragraphs 6.1, 6.2, 6.4, and 16.1.2 shall be omitted.

3.		Where by virtue of this Schedule any provision of the Approved Part of the Scheme is to be omitted in the Unapproved Part of the Scheme, all references to that provision in the Unapproved Part of the Scheme shall not apply.

4.		The Board may grant an Option to an Eligible Employee under the Unapproved Part of the Scheme in any case where the Board so determines.

Exhibit 4.6

Barclays PLC

Rules

of the

Barclays PLC
Performance Share Plan

- 2 -

contents


Clause		Page No
1.	Definitions and Interpretation		3

2.	Grant of Awards		6

3.	Limitations on Awards		7

4.	Manner of Release of Shares or Exercise of Awards		8

5.	Limitations on Release of Shares or Exercise of Awards		10

6.	Time for release of Shares or Exercise of Awards		11

7.	Take-over and Liquidation		12

8.	Extent to which Shares under an Award are available for release or an Award is exercisable on cessation of employment, take-over and liquidation		13

9.	Variations in the Share Capital of the Company		14

10.	Administration of the Plan		14

11.	Amendment of the Plan		15

12.	General Provisions		15

Appendix to the Plan for the grant of provisional allocations			18

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Rules of the Barclays PLC Performance share Plan

1.		Definitions and Interpretation

1.1		In the Plan:

		“ Adoption Date ” means 28 April 2005;

		“ Announcement Date ” means the date on which the Company announces its annual, half yearly or, if relevant, quarterly results in any year within the Operative Period;

		“ Any Other Executive Plan ” means any employees’ share scheme approved by the members of the Company in general meeting other than the Plan which provides for the acquisition of or subscription for shares in the Company by or on behalf of selected employees and/or directors and which is not linked to an SAYE contract;

		“ Any Other Plan ” means any employees’ share scheme approved by the Company in general meeting other than the Plan which provides for the acquisition of or subscription for shares in the Company by or on behalf of employees and/or directors;

		“ Auditors ” means the auditors for the time being of the Company or such other independent, suitably qualified person as the Trustees may from time to time nominate;

		“ Award ” means subject to clause 2.1(a) and (b) a right to receive or acquire Shares pursuant to the Plan in such form as the Trustees may decide from time to time and “awarded” shall be construed accordingly;

		“ Award Date ” means in relation to an Award the date specified as such by the Trustees in the Award Letter;

		“ Award Letter ” means a letter containing the information specified in clause 2.2 in such form as may be prescribed from time to time by the Trustees, sent by the Trustees to a Participant informing the Participant of the grant of an Award to him;

		“ BGI ” means Barclays Global Investors UK Holdings Limited;

		“ BGI Plan ” means the Barclays Global Investors Equity Ownership Plan adopted by the Company on 26 April 2000;

		“ BGI Shares ” means “A” Ordinary Shares in the capital of BGI;

		“ Barclays Bank ” means Barclays Bank PLC;

		“ Board ” means the board of directors for the time being of the Company or a duly appointed committee thereof PROVIDED THAT if any person obtains Control of the Company, the Board or the relevant committee as appropriate shall mean the members of the Board or such committee as the case may be immediately before such Control is obtained;

		“ Company ” means Barclays PLC (registered no. 48839);

		“ Control ” means control of a company within the meaning of section 840 of the Income and Corporation Taxes Act 1988 and a person shall be deemed to have control of a company if he and others acting in concert with him have together obtained control of a company within such meaning;

		“ Dealing Day ” means a day on which transactions take place on the London Stock Exchange;

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		“ Eligible Employee ” means an employee of any member of the Group, including such an employee who is also an executive director;

		“ Employer’s NICs ” means secondary Class 1 National Insurance Contributions;

		“ Employing Company ” means any member or members of the Group by which the Participant is or, where the context so admits, was employed;

		“ Exercise Period ” means in relation to an Award in the form of a nil cost option and subject to clauses 6 and 7 the period determined by the Trustees on the Award Date during which an Award may be exercised in accordance with the Plan PROVIDED THAT the Trustees may not specify a period beginning earlier than three years from the Award Date nor ending later than ten years from the Award Date;

		“ Exercise Price ” means in relation to an Award in the form of a nil cost option the total amount payable in relation to the exercise of an Award, whether in whole or in part, being £1 or such other amount specified in the Award Letter;

		“ Grant Period ” means the period of:

	(a)		three months following the Adoption Date; and

	(b)		42 Dealing Days following:

	(i)		the Dealing Day immediately following an Announcement Date PROVIDED THAT if the Trustees or any Eligible Employees are restricted by statute, order, regulation or otherwise (including a restriction resulting from the application of the Model Code for transactions in securities by directors or any comparable code adopted by the Company) from granting or in the case of Eligible Employees receiving Awards within such period, the Trustees may grant Awards within the period of 42 Dealing Days after the lifting of such restrictions;

	(ii)		any date on which changes to the legislation affecting executive share award plans (not being savings-related share option plans) is announced or made; or

	(iii)		any time when the Trustees, having first consulted the Board, resolve that exceptional circumstances exist which justify the grant of Awards;

		“ Group ” means the Company and all of its Subsidiaries and the expression “member of the Group” shall be construed accordingly;

		“ London Stock Exchange ” means the London Stock Exchange plc;

		“ NIC Agreement ” means an irrevocable agreement under which a Participant’s Employing Company may recover from him all or any part of its liability for Employer’s NICs pursuant to clause 2.10 in such manner as is set out in clause 4;

		“ NIC Election ” means an irrevocable election, in such form as is determined by the Trustees and approved in advance by the Board of the Inland Revenue, for the transfer to the Participant of the whole or any part of the Employing Company’s liability for Employer’s NICs pursuant to clause 2.10 and the arrangements made in such NIC Election for securing that the Participant will meet the liability transferred to him which shall have been approved in advance by the Board of the Inland Revenue;

		“ Operative Period ” means the period of ten years commencing on the Adoption Date;

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		“ Participant ” means an Eligible Employee who has been granted an Award or, where applicable, his personal representative;

		“ Plan ” means the Barclays PLC Performance Share Plan herein contained as amended from time to time in accordance with the provisions hereof;

		“ Release Date ” means in relation to an Award in the form of a right to receive Shares the date or dates on which Shares awarded to a Participant may be released to a Participant as described in clause 4 PROVIDED THAT such date (or dates) must be a date (or dates) which is at least three years from the Award Date

		“ Retirement Date ” means the earliest date on which or age at which an Eligible Employee can be required to retire by any member of the Group;

		“ Shares ” means ordinary shares in the capital of the Company (or such other class of shares as may represent the same as a result of any reorganisation, reconstruction or other variation of the share capital of the Company to which the provisions of the Plan may apply from time to time) PROVIDED THAT if such shares under an Award are to be released or an Award is exercised at any time when the Trustees do not hold such shares in the Company as a result of a corporate event described in clause 7, references to “Shares” in clauses 4 to 8 inclusive shall include any consideration received by the Trustees for any such shares which are to be released under an Award or in respect of which an Award is being exercised;

		“ Subsidiary ” means any company over which for the time being the Company has Control and which is a subsidiary of the Company within the meaning of section 736 of the Companies Act 1985;

		“ Target Award ” means the expected value of an Award determined by the Trustees for the purposes of granting an Award to an Eligible Employee who they have selected in their absolute discretion to participate in the Plan PROVIDED THAT such expected value shall be:

	(a)		based on market competitive practice for comparable positions differentiated to reflect individual performance; and

	(b)		used by the Trustees having first consulted the Board to determine:

	(i)		the objective performance measures applicable to the release of Shares under the Award or exercise of the Award; and

	(ii)		the maximum number of Shares over which the Award may be granted;

		“ Trust ” means the Barclays Group (PSP) Employees’ Benefit Trust established by the Trust Deed;

		“ Trust Deed ” means the trust deed made between Barclays Bank (1) and Mourant & Co Trustees Limited (2) on 5 August 1996 as amended from time to time;

		“ Trustees ” means the trustee or trustees for the time being of the Trust; and

		“ UK Listing Authority ” means the UK Listing Authority within the meaning given to that expression in the Listing Rules made by the Financial Services Authority pursuant to its appointment as the relevant competent authority under the Official Listing of Securities (Change of Competent Authority) Regulations 2000.

1.2		Any reference in the Plan to a statutory provision shall include a reference to that provision as amended or re-enacted from time to time. Where the context permits the

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		singular shall include the plural and vice versa and the masculine gender shall include the feminine.

1.3		If there is any conflict between the provisions of the Trust Deed and the provisions of the Plan, the provisions of the Trust Deed shall prevail.

2.		Grant of Awards

2.1		Subject to the limitations specified in this clause 2 and in clause 3, the Trustees may, in their absolute discretion, having first consulted the Board, during any Grant Period grant any Eligible Employee an Award in accordance with the rules of the Plan or on such other terms and conditions and in such other form as the Trustees may determine including:

(a)

a provisional allocation on the basis set out in the Appendix hereto which shall not in any circumstances whatsoever:

	(i)		constitute the acquisition by a Participant of an interest in the Shares awarded to him nor a right to acquire the Shares awarded to him; and

	(ii)		entitle a Participant to claim any interest in the Trust fund nor to compel the Trustees to pay or apply any of the capital or income comprised in the Trust fund to or for the benefit of a Participant; or

(b)

an appropriation of Shares subject to such restrictions as may be determined by the Trustees and as set out in an Award Letter which may include restrictions requiring Shares to be retained by an Eligible Employee for a minimum period of three years, limiting the receipt of dividends and forfeiture for misconduct. Any such Award shall be granted subject to the provisions of the Plan save that clauses 4 to 8 inclusive shall be adapted as necessary to apply to an Award in the form of an appropriation of Shares.

2.2

The Trustees shall as soon as reasonably practicable on or after the Award Date notify the Eligible Employee of the grant of the Award in writing in an Award Letter. The Award Letter shall specify:

	(a)		the form of the Award;

	(b)		the number of Shares in respect of which the Award is granted or the formula by which such number may be found;

	(c)		the Award Date;

	(d)		the Release Date or the Exercise Period depending on whether or not the Award is granted in the form of a right to receive Shares or a nil cost option;

	(e)		any performance conditions imposed by the Trustees for the purpose of clause 5 which must be satisfied before the Trustees may release Shares under an Award to the Participant or the Participant may exercise an Award; and

	(f)		whether the Participant will be required to enter into either a NIC Agreement or a NIC Election pursuant to clause 2.10.

2.3

An Eligible Employee to whom an Award is granted may by notice in writing within 30 days after the Award Date (or such shorter period of which he is notified) renounce his Award entirely so that the Award shall be deemed never to have been granted hereunder, or in part, so that the Award shall be deemed to have been granted only as to the balance.

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2.4		The grant of an Award shall be made on the basis that participation in the Plan shall be deemed to constitute an agreement to be bound by the rules of the Plan and shall be evidenced by a deed in such form as the Trustees may from time to time prescribe. The deed shall be issued as soon as practicable after the last date on which an Eligible Employee may renounce his rights under an Award in accordance with clause 2.3.

2.5		An Award is personal to a Participant and shall not be capable of being transferred or otherwise disposed of by a Participant and, subject to the provisions of clause 6.2, Shares under an Award may not be released to or exercised by any other person. An Award shall lapse forthwith if it is so transferred or otherwise disposed of by a Participant.

2.6		There shall be no consideration payable for the grant of an Award.

2.7		A Participant shall not be entitled to any dividends (or other distributions made) and shall have no right to vote in respect of the Shares subject to his Award, unless and until Shares under his Award are released to him or transferred to him following the exercise of his Award.

2.8		A Participant shall be entitled at any time to renounce, surrender, or cancel or agree to the cancellation of an Award.

2.9		No Award shall be granted under the Plan after the expiry of the Operative Period.

2.10		If an Award is granted to a Participant and:

	(a)		his Employing Company would be liable for Employer’s NICs on any gain made by the Participant on the release of Shares subject to that Award or on the exercise of that Award or on any other gain made by the Participant in respect of that Award which is treated as remuneration derived from the Participant’s employment by virtue of section 4(4)(a) of the Social Security Contributions Act 1992; and

	(b)		the Trustees give him written notice that they require him to enter into either a NIC Agreement or a NIC Election, as determined by the Trustees in their absolute discretion, such notice to be given within three months following the Award Date;

		the Award shall lapse after a period of 90 days following the date of such notice unless the Participant completes and executes a NIC Agreement or NIC Election, as specified by the Trustees in such notice, before the expiry of such period. The Employing Company shall confirm to the Trustees whether the NIC Agreement or NIC Election has been executed and if not, the Award shall lapse.

3.		Limitations on Awards

3.1		No Shares shall be issued to the Trustees to be held for the purposes of the Plan if this will result in the number of Shares which have been issued to the Trustees for such purposes during the previous ten years when aggregated with any other Shares issued or capable of being issued by way of subscription out of profits and with any other Shares issued or capable of being issued by way of subscription on the vesting or exercise of awards during the previous ten years under:

	(a)		Any Other Plan exceeding ten per cent of the Company’s ordinary share capital then in issue; and

	(b)		Any Other Executive Plan exceeding five per cent of the amount of the Company’s ordinary share capital then in issue.

PROVIDED THAT for the purpose of applying the limits set out in clauses 3.1(a) and (b) the number of Shares which may be issued to the Trustees to be held for the purposes of

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		the Plan shall be reduced by the number of notional Shares determined by the Board in the manner set out in clause 3.2.

3.2		For the purposes of the proviso to clause 3.1:

	(a)		the Board shall compute the number of BGI Shares which have been acquired on exercise of options granted under the BGI Plan in the relevant period or in respect of which options under the BGI Plan are currently outstanding (less any BGI Shares issued on the exercise of options granted under the BGI Plan but subsequently purchased by Barclays Bank or any other member of the Group); and

	(b)		the Board shall subject to such adjustment or variation as the Board shall in its absolute discretion consider appropriate convert such BGI Shares into a number of notional Shares by the application in relation to each such acquisition of or grant of options over, BGI Shares of the formula:

			A x B = D where: C

	A		is the number of BGI Shares acquired by or under option to each relevant employee;

	B		is the price per BGI Share at which such employee acquired or may acquire such number of BGI Shares;

	C		is if and for so long as the Shares are admitted to the Official List of the UK Listing Authority the greater of the market value of a Share:

	(a)		on the date of grant of such options; and

	(b)		on the date of any determination by the Board for the purposes of this clause 3.2,

			calculated by the Board by reference to the middle-market quotations of a Share as derived from the Daily Official List of the UK Listing Authority or if the Shares are not so admitted on such other basis as the Board shall determine in its absolute discretion;

	D		is the number of notional Shares represented by the BGI Shares acquired in the relevant period or in respect of which options are currently outstanding under the BGI Plan for the purposes of the proviso to clause 3.1.

3.3		No Award shall be granted to an Eligible Employee under the Plan if as a result the Target Award for that Award when aggregated with the Target Award for any other Award granted to such Eligible Employee in the same financial year of the Company would exceed the higher of 150% of such Eligible Employee’s base salary or 75% of such Eligible Employee’s base salary plus target bonus and where relevant, target bonus shall be determined for these purposes by the Trustees in their absolute discretion having first consulted the Board.

4.		Manner of Release of Shares or Exercise of Awards

4.1		If the Trustees determine that any the performance conditions imposed by the Trustees on the grant of an Award have been satisfied, and subject to clauses 6 and 7, the Trustees shall on or within one month after the Release Date release to a Participant the

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number of Shares available for release under the Award determined in accordance with clauses 5 and 8 in which case:

	(a)		the Trustees shall inform the Participant of the release of Shares to him within 28 days of such release; and

	(b)		the Participant shall become beneficially entitled to such Shares and shall have the right to receive all dividends paid to the Trustees on such Shares on or after the Release Date (net of any tax payable on such dividends by the Trustees) and the right to direct the Trustees as to voting in respect of such Shares and the Trustees shall vote in accordance with any such instructions.

PROVIDED THAT:

	(a)		if the Trustees or a Participant are restricted by statute, order, regulation or otherwise (including a restriction resulting from the application of the Model Code for transactions in securities by directors or any comparable code adopted by the Company) from releasing or receiving Shares the Trustees shall release the Shares available for release on or within one month after the lifting of such restrictions;

	(b)		if the Trustees so require, the Participant shall enter into an election to be made jointly with his Employing Company pursuant to section 431 of the Income Tax (Earnings and Pensions) Act 2003 for the Shares to be treated as if they are not restricted securities for the purposes of Chapter 2, Part 7, Income Tax (Earnings and Pensions) Act 2003;

	(c)		subject to clause 4.3, the Participant shall pay in such manner as the Trustees may from time to time prescribe any such additional amount of which the Trustees may notify the Participant in respect of any deduction on account of tax or similar liabilities as may be required by law which may arise on the release of Shares to him;

	(d)		subject to clause 4.3, if the Participant has entered into a NIC Agreement under clause 2.10 the Participant shall pay in such manner as the Trustees may from time to time prescribe the amount of any Employer’s NICs, of which the Trustees shall notify the Participant, to his Employing Company in accordance with such NIC Agreement; and

	(e)		any Shares available for release which are not released on or within one month after the Release Date or such later date for release as provided for under paragraph (a) of this proviso to clause 6.1 shall cease to be available for release.

4.2

If the Trustees determine that any performance conditions imposed by the Trustees on the grant of an Award have been satisfied and subject to clauses 6 and 7, an Award may be exercised on one occasion only by a Participant at any time within its Exercise Period by the Participant giving notice in writing to the Trustees at their registered office in such form as may be prescribed by the Trustees from time to time. Such notice shall be signed by the Participant and shall specify the number of Shares in respect of which the Award is being exercised. The Participant shall:

(a)

supply with such notice:

	(i)		the deed evidencing the grant of the relevant Award for cancellation or amendment;

	(ii)		if the Trustees so require, an election signed by the Participant to be made jointly with his Employing Company pursuant to section 431 of the Income

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			Tax (Earnings & Pensions) Act 2003 for the Shares to be treated as if they are not restricted securities for the purposes of Chapter 2, Part 7, Income Tax (Earnings & Pensions) Act 2003; and

	(iii)		any other documentation the Trustees may request;

	(b)		pay any Exercise Price for such Shares in such manner as the Trustees may from time to time prescribe; and

	(c)		subject to clause 4.3, pay in such manner as the Trustees may from time to time prescribe any such additional amount of which the Trustees may notify the Participant in respect of any deduction on account of tax or similar liabilities as may be required by law which may arise on exercise of the Award; and

	(d)		subject to clause 4.3, if the Participant has entered into a NIC Agreement under clause 2.10 pay in such manner as the Trustees may from time to time prescribe the amount of any Employer’s NICs, of which the Trustees shall notify the Participant, to his Employing Company in accordance with such NIC Agreement.

		An Award (or part thereof) shall be deemed to have been exercised on the date when such notice together with a payment of any aggregate Exercise Price due and any such additional amount (or documentation evidencing arrangements to pay such additional amount), the deed evidencing the grant of an Award and any other documents requested by the Trustees are received by them.

4.3		The Trustees may sell, or procure the sale of, such number of Shares which have been released to a Participant or in respect of which his Award is exercised to meet any obligation of the Trustees, any member of the Group [or any other person] to deduct tax, employee’s social security contributions or Employer’s NICs (if the Participant has entered into a NIC Agreement under clause 2.10), arising in respect of the release of Shares under his Award to the Participant or the exercise of his Award by the Participant.

4.4		The Trustees shall within 30 days after the date of the release of Shares to a Participant or the exercise of an Award transfer or procure the transfer of the appropriate number of Shares to the Participant (or to his nominee at the Participant’s written direction) and shall procure delivery to the Participant (or to his nominee, as appropriate) of a definitive share certificate in respect thereof (or such other evidence of allotment and issue as may be prescribed by the Board where such allotment and issue is by means of a relevant system, as defined in Regulation 2(1) of the Uncertificated Securities Regulations 2001).

5.		Limitations on Release of Shares or Exercise of Awards

5.1		Without prejudice to the following provisions of this clause 5, and subject as provided in clauses 6 and 7, Shares under an Award may be released to a Participant who has ceased to be an Eligible Employee or an Award may be exercised by a Participant who has ceased to be an Eligible Employee.

5.2		Subject to clause 8, the release of Shares under an Award or the exercise of an Award by a Participant and, if relevant, the extent to which the Shares under the Award may be so released or over which it may be so exercised shall be conditional on the Trustees being satisfied that such performance condition as imposed by them on the Award Date in accordance with clause 2.2 shall have been fulfilled PROVIDED THAT the Trustees may in their absolute discretion having consulted the Board waive such performance condition if they consider in their absolute discretion that there are exceptional circumstances which would justify such a waiver.

5.3		Notwithstanding anything in the Plan to the contrary, Shares under an Award shall be actually or constructively received by a Participant by the later of:

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	(i)		the date that is 2 ¹ / 2 months from the end of the Participant’s first taxable year in which the Trustees determine that the performance conditions imposed on the Award have been satisfied;

	(ii)		the date that is 2 ¹ / 2 months from the end of the Company’s first taxable year in which the Trustees determine that the performance conditions imposed on the Award have been satisfied.

6.		Time for release of Shares or Exercise of Awards

6.1		Subject to clause 5 and unless Shares under an Award may be released before its Release Date or an Award may be exercised before the start of its Exercise Period under clauses 6.2, 6.3 and 6.4 and 7, Shares under an Award may only be released on or within one month after its Release Date or an Award may only be exercised during its Exercise Period. Any Award in respect of which Shares are not so released or which is not so exercised shall lapse.

6.2		Subject to clauses 5 and 8, if a Participant dies either the Trustees shall release to his personal representatives the Shares available for release under his Award or as soon as reasonably practicable or his personal representative(s) may exercise his Award at any time before the earlier of the expiry of its Exercise Period and the expiry of the period of six months from the date of his death. Any Award in respect of which Shares are not so released or which is not so exercised shall lapse.

6.3		Subject to clauses 5 and 8, if a Participant ceases to be employed by the Group by reason of:

	(a)		injury;

	(b)		disability;

	(c)		ill health;

	(d)		dismissal for redundancy within the meaning of the Employment Rights Act 1996;

	(e)		retirement on or after his Retirement Date;

	(f)		the company by which he is employed ceasing to be a member of the Group; or

	(g)		the undertaking in which he is employed being transferred to a transferee which is not a member of the Group,

either the Trustees shall release to the Participant the Shares available for release under his Award on its Release Date or the Participant may exercise his Award at any time before the earlier of the expiry of its Exercise Period and the later to expire of: six months from the date of such cessation; or six months beginning on the third anniversary of the Award Date PROVIDED THAT if a Participant ceases to be employed by the Group before the third anniversary of the Award Date other than by reason of retirement on or after his Retirement Date the Trustees may in their absolute discretion having first consulted the Board and depending on the form of the Award either:

	(a)		release the Shares available for release under his Award to the Participant within one month from the date of such cessation; or

	(b)		determine that the Award may become exercisable for a period of six months from any date beginning on the date of such cessation up to the third anniversary of such Award Date.

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		Any Award in respect of which Shares are not so released or which is not so exercised shall lapse.

6.4		Subject to clauses 5 and 8, if a Participant ceases to be employed by the Group for any reason other than one of the events specified in clauses 6.2 or 6.3, his Award shall lapse unless the Trustees in their absolute discretion, having first consulted the Board, determine otherwise in which case either:

	(a)		the Trustees shall release to the Participant the Shares available for release under his Award on its Release Date; or

	(b)		the Participant may exercise his Award at any time before the earlier of the expiry of its Exercise Period and the later to expire of: six months from the date of such cessation; or six months beginning on the third anniversary of the Award Date,

PROVIDED THAT if a Participant ceases to be employed by the Group before the third anniversary of the Award Date, the Trustees may in their absolute discretion, having first consulted the Board and depending on the form of the Award, either:

	(a)		release the Shares available for release under his Award to the Participant within one month from the date of such cessation; or

	(b)		determine that the Award may become exercisable for a period of six months from any date beginning on the date of such cessation up to the third anniversary of such Award Date.

		Any Award in respect of which Shares are not so released or which is not so exercised shall lapse.

6.5		For the purposes of this clause 6, where a Participant’s employment is terminated without notice or on terms in lieu of notice it shall be deemed to cease on the date on which the termination takes effect and where such employment is terminated with notice it shall be deemed to cease upon the date on which that notice expires.

7.		Take-over and Liquidation

7.1		Clause 7.2 shall apply:

(a)

if any person obtains Control of the Company as a result of making:

	(i)		a general offer to acquire the whole of the issued share capital of the Company (other than that which is already owned by such person) made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

	(ii)		a general offer to acquire all the Shares (or such Shares as are not already owned by such person); or

(b)

if under section 425 of the Companies Act 1985 the Court sanctions a compromise or arrangement between the Company and its creditors or its members which, if it becomes effective, will result in a person obtaining Control of the Company.

7.2

Subject to clauses 5 and 8, and depending on the form of the Award either:

(a)

the Trustees shall release the Shares available for release under his Award to a Participant during the appropriate period as defined in clause 7.3; or

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(b)

a Participant may exercise his Award at any time before the earlier of the expiry of its Exercise Period and the expiry of the appropriate period as defined in clause 7.3.

		Any Award in respect of which Shares are not so released or which is not so exercised shall lapse.

7.3		The appropriate period referred to in clause 7.2 is:

(a)

	(i)		six months after such date; and

	(ii)		30 days before the last date on which the person making the offer is permitted to issue a notice pursuant to section 429 of the Companies Act 1985; and

(b)

in a case falling within clause 7.1(b), a period of six months commencing with the date when the Court sanctions the compromise or arrangement.

7.4

Subject to clauses 5 and 8, if the Company gives notice of a general meeting to consider a resolution for the voluntary winding up of the Company (the “ resolution ”), and depending on the form of the Award either:

	(a)		the Trustees shall release the Shares available for release under his Award to the Participant; or

	(b)		a Participant may exercise his Award at any time before the earlier of the expiry of its Exercise Period and the date the resolution is duly passed, defeated or withdrawn,

		PROVIDED THAT any release of Shares under an Award or exercise of an Award pursuant to this clause 7.4 shall be conditional upon the resolution being duly passed. If the resolution is defeated or withdrawn, the Award shall be unaffected. If the Trustees release the Shares under his Award to a Participant or a Participant exercises his Award pursuant to this clause 7.4 he shall be entitled to share in the assets of the Company with existing holders of the Shares in the same manner as if the Shares had been registered in his name before the resolution was passed.

7.5		Subject to clauses 5 and 8, if, in the opinion of the Trustees, the Company will be affected by any demerger, dividend in specie, special dividend or other transaction which will adversely affect the current or future value of any Award, the Trustees may depending on the form of the Award, acting fairly, reasonably and objectively, release the Shares available for release under all such Awards to Participants on such event happening or allow all such Awards to be exercised conditionally on such event happening.

7.6		On the commencement of any liquidation of the Company (subject to clause 7.4 and otherwise than in connection with a compromise or arrangement as referred to in clause 7.1(b)) the Award shall lapse.

8.		Extent to which Shares under an Award are available for release or an Award is exercisable on cessation of employment, take-over and liquidation

		If pursuant to clauses 6 or 7 either:

(a)

the Trustees may release Shares to a Participant under his Award or;

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(b)

a Participant is permitted to exercise his Award

		the maximum number of Shares which may be released by the Trustees under his Award or over which the Participant may exercise his Award is calculated in accordance with the following formula (rounded down to the nearest whole Share), unless the Trustees in their absolute discretion, having first consulted the Board, permit him to acquire a greater number of Shares.

		A x B C


Where	A =	the number of Shares originally subject to the Award;

	B =	the number of completed calendar months which have elapsed from the Award Date (including the calendar month in which the Award Date falls) to: the date of cessation of employment; the time when Control is obtained under clause 7.1; or the passing of the resolution in 7.4 as the case may be; and

	C =	36

9.		Variations in the Share Capital of the Company

9.1		Subject to clause 9.2, in the event of any increase or variation of the share capital of the Company (whenever effected) by way of capitalisation, rights issue, sub-division, consolidation or reduction of capital or any other method, the Trustees may make such adjustment as they consider appropriate to the number of Shares subject to any Award.

9.2		Any adjustment under clause 9.1 shall be subject to the Auditors confirming that such adjustment is in their opinion fair and reasonable.

9.3		The Trustees shall give notice in writing to a Participant of any adjustment made pursuant to clause 9.1 as soon as practicable following the making of such adjustment. The Trustees shall be entitled to call in the deed evidencing the grant of an Award affected by such adjustment for endorsement or replacement as they may consider appropriate.

10.		Administration of the Plan

10.1		The Plan shall be administered by the Trustees whose decision on any matter connected with the Plan shall be final and binding.

10.2		The Trustees shall determine any dispute about the rights and obligations of any person under the Plan or any question concerning the construction or effect of the Plan or any other question in connection with the Plan and their determination shall be final and binding on all persons.

10.3		The Board may from time to time make recommendations to the Trustees with regard to the making of Awards, the choice of Participants, performance conditions, Release Dates or Exercise Periods. The Trustees shall consider all such recommendations but shall not be bound to follow such recommendations nor shall the Trustees be required to give reasons for any refusal to follow them.

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11.		Amendment of the Plan

11.1		Subject to clauses 11.2 and 11.4, the Trustees, having first consulted the Board, shall at any time be entitled to amend by resolution all or any of the provisions of the Plan.

11.2		Subject to:

	(a)		any adjustment made pursuant to clause 9; and

	(b)		clause 11.3;

		the definitions of “Eligible Employee”, “Exercise Price” and “Target Award”, the limits in clause 3, clause 9 and this clause 11 and the rights attaching to Shares transferred under the Plan shall not be amended to the advantage of existing or future Participants without the prior approval by ordinary resolution of the members of the Company in general meeting.

11.3		Clause 11.2 shall not apply to any amendment which:

	(a)		is necessary to take account of a change in legislation or to obtain or maintain favourable taxation, exchange control or regulatory treatment of the Company, any Subsidiary or any Participant; or

	(b)		is a minor amendment which is necessary or desirable to benefit or facilitate the administration of the Plan.

11.4

No amendment shall be made pursuant to clause 11.1 which would prejudice the subsisting rights of existing Participants in any manner unless it is made:

	(a)		with the prior written consent of existing Participants entitled to the release of Shares or to exercise Awards in respect of at least three-quarters of the total number of Shares over which Awards shall at that time be subsisting; or

	(b)		by a resolution at a meeting of such Participants passed by not less than three quarters of the Participants who attend and vote either in person or by proxy,

		and for the purposes of this clause 11.4 the Participants shall be treated as if they are the holders of a separate class of share capital and the provisions of the articles of association of the Company relating to class meetings shall apply mutatis mutandis.

11.5		Notwithstanding any other provisions of the Plan the Trustees may, in respect of Awards granted to Eligible Employees who are or may become subject to taxation outside the United Kingdom on their remuneration, amend the provisions to the Plan and the terms of Awards as they consider necessary or desirable to take account of, mitigate or comply with relevant overseas taxation, securities or exchange control laws PROVIDED THAT the terms of Awards granted to such Eligible Employees are not overall more favourable than those of Awards granted to other Eligible Employees.

12.		General Provisions

12.1		Terms of office or employment

		The rights and obligations of any Participant under the terms of his office or employment with any member of the Group shall not be affected by his participation in the Plan or any right which he may have to participate in it. The Plan shall not entitle a Participant to any right to continued employment or any additional right to compensation in consequence of the termination of his employment.

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12.2		Tax and other similar liabilities

		Any liability of a Participant to taxation or social security contributions or similar liabilities in respect of an Award shall be for the account of the relevant Participant. The Trustees may make an Award and the transfer of Shares pursuant to it conditional on the Participant complying with arrangements specified by the Trustees for the payment of any taxation, employee’s social security contributions or employer’s social security obligations (including, without limitation, the deduction of taxation at source).

12.3		Auditors as experts

		In any matter in which they are required to act under the Plan, the Auditors shall be deemed to be acting as experts and not as arbitrators.

12.4		Notices

		Any notice or other communication under or in connection with the Plan may be given by personal delivery electronically or by sending the same by post in the case of a company to its registered office, in the case of the Trustees, to their registered address and in the case of an individual to his last known address, or, where he is a director or employee of any member of the Group, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment. Where a notice or other communication is given by first-class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped.

12.5		Regulation

		Every Award shall be subject to the condition that no Shares shall be released to or transferred to a Participant following the release of Shares under Award or the exercise of an Award if such release or transfer would be contrary to any enactment or regulation for the time being in force of the United Kingdom or any other country having jurisdiction in relation thereto. The Trustees shall not be bound to take any action to obtain the consent of any government or authority to such transfer or to take any action to ensure that any such transfer shall be in accordance with any enactment or regulation if such action could in the opinion of the Trustees be unduly onerous.

12.6		Data Protection provisions

	(a)		The Company and the Trustees will store and process information about a Participant on their computers and in other ways. By “information about a Participant” the Company and the Trustees mean personal information they have obtained from the Participant, the Group employing company and any other Group companies or other organisations in anticipation of a Participant’s participation in the Plan and during the term of the Plan.

	(b)		The Company and the Trustees will use information about a Participant to manage and administer the Plan, give the Participant information about the Plan and his Award, to develop and improve their services to the Participant and other customers and to protect their interests. The Trustees agrees to apply the same levels of protection to information about a Participant as the Company is required to apply in the UK.

	(c)		The Company and the Trustees may give information about a Participant and his participation in the Plan to the following:

(i)

a Participant’s Group employing company and it agents or service providers where disclosure is necessary to enable the Company or the

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			Trustees to discharge their duties and obligations in the management and administration of the Plan (including any disclosure of information as may be necessary to enable the Group employing company to comply with the requirements of any relevant tax, social security or other governmental authority). (For the purposes of this clause “Group employing company” includes any company or other entity of the Group which may become the Participant’s employer during the term of the Plan and any other company or entity which has a duty to comply with any requirements imposed any relevant tax, social security or other governmental authority in connection with his participation in the Plan.)

	(ii)		people who provide a service to the Company or the Trustees or are acting as their agents on the understanding that they will keep the information confidential.

	(iii)		anyone to whom the Company or the Trustees transfers or may transfer its rights and duties under the Plan.

	(iv)		where the Company or the Trustees has a duty to do so or if the law allows the Company or the Trustees to do so (including any relevant tax, social security or other governmental authority)

			Otherwise the Company and the Trustees will keep information about a Participant confidential.

	(d)		If the Company or the Trustees transfer your information about a Participant to a service provider or agent in another country, they will procure that the service provider or agent agrees to apply the same levels of protection as the Company and the Trustees are required to apply in the UK and other EU jurisdictions and to use information about a Participant only for the purpose of providing the service to the Company or the Trustees.

12.7		Governing law

		The Plan shall be governed and construed in accordance with English law.

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Appendix

Appendix to the Plan for the grant of provisional allocations

Effect and Purpose

This Appendix shall take effect as if the rules of the Plan were set out herein as modified to apply to an Award in the form of the provisional allocation granted under clause 2.1(a) of the Plan.

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Barclays PLC

Appendix to the
Rules

of the

Barclays PLC
Performance Share Plan
applicable to the grant of provisional allocations
under clause 2.1( a ) of the Plan

contents


Clause		Page No
1.	Definitions and Interpretation		21

2.	Grant of Awards		23

3.	Dividends		24

4.	Limitations on Awards		24

5.	Release of Shares and Release of Shares on the Release Date		25

6.	Manner of Release of Shares and rights of a Participant on release		26

7.	Limitation on Release of Shares		27

8.	Release of Shares on cessation of employment		27

9.	Take-over and Liquidation		28

10.	Extent to which Shares under an Award may be available for release on cessation of employment, take-over and liquidation		29

11.	Variations in the Share Capital of the Company		29

12.	Administration of the Plan		30

13.	Amendment of the Plan		30

14.	General Provisions		31

Appendix to the Rules of the Barclays PLC Performance share Plan applicable to
the grant of provisional allocations under clause 2.1(a) of the Plan

13.		Definitions and Interpretation

13.1		In the Plan:

		“ Adoption Date ” means 28 April 2005;

		“ Announcement Date ” means the date on which the Company announces its annual, half yearly or, if relevant, quarterly results in any year within the Operative Period;

		“ Any Other Executive Plan ” means any employees’ share scheme approved by the members of the Company in general meeting other than the Plan which provides for the acquisition of or subscription for shares in the Company by or on behalf of selected employees and/or directors and which is not linked to an SAYE contract;

		“ Any Other Plan ” means any employees’ share scheme approved by the Company in general meeting other than the Plan which provides for the acquisition of or subscription for shares in the Company by or on behalf of employees and/or directors;

		“ Auditors ” means the auditors for the time being of the Company or such other independent, suitably qualified person as the Trustees may from time to time nominate;

		“ Award ” means a provisional allocation of Shares granted pursuant to clause 14.1(a) the Plan and “awarded” shall be construed accordingly;

		“ Award Date ” means in relation to an Award the date specified as such by the Trustees in the Award Letter;

		“ Award Letter ” means a letter containing the information specified in clause 2.2 in such form as may be prescribed from time to time by the Trustees, sent by the Trustees to a Participant informing the Participant of the grant of an Award to him;

		“ BGI ” means Barclays Global Investors UK Holdings Limited;

		“ BGI Plan ” means the Barclays Global Investors Equity Ownership Plan adopted by the Company on 26 April 2000;

		“ BGI Shares ” means “A” Ordinary Shares in the capital of BGI;

		“ Barclays Bank ” means Barclays Bank PLC;

		“ Board ” means the board of directors for the time being of the Company or a duly appointed committee thereof PROVIDED THAT if any person obtains Control of the Company, the Board or the relevant committee as appropriate shall mean the members of the Board or such committee as the case may be immediately before such Control is obtained;

		“ Company ” means Barclays PLC (registered no. 48839);

		“ Control ” means control of a company within the meaning of section 840 of the Income and Corporation Taxes Act 1988 and a person shall be deemed to have control of a company if he and others acting in concert with him have together obtained control of a company within such meaning;

		“ Dealing Day ” means a day on which transactions take place on the London Stock Exchange;

		“ Eligible Employee ” means an employee of any member of the Group, including such an employee who is also an executive director;

		“ Grant Period ” means the period of:

	(a)		three months following the Adoption Date; and

	(b)		42 Dealing Days following:

	(i)		the Dealing Day immediately following an Announcement Date PROVIDED THAT if the Trustees or any Eligible Employees are restricted by statute, order, regulation or otherwise (including a restriction resulting from the application of the Model Code for transactions in securities by directors or any comparable code adopted by the Company) from granting or in the case of Eligible Employees receiving Awards within such period, the Trustees may grant Awards within the period of 42 Dealing Days after the lifting of such restrictions;

	(ii)		any date on which changes to the legislation affecting executive share award plans (not being savings-related share option plans) is announced or made; or

	(iii)		any time when the Trustees, having first consulted the Board, resolve that exceptional circumstances exist which justify the grant of Awards;

		“ Group ” means the Company and all of its Subsidiaries and the expression “member of the Group” shall be construed accordingly;

		“ London Stock Exchange ” means the London Stock Exchange plc;

		“ Operative Period ” means the period of ten years commencing on the Adoption Date;

		“ Participant ” means an Eligible Employee who has been granted an Award or, where applicable, his personal representative;

		“ Plan ” means the Barclays PLC Performance Share Plan approved by shareholders on the Adoption Date and as constituted by its rules;

		“ Release Date ” means the date (or dates) specified in an Award Letter being a date (or dates) which is at least three years from the Award Date unless the Trustees determine otherwise on or after which Shares awarded to a Participant may in the absolute discretion of the Trustees be released to a Participant;

		“ Retirement Date ” means the earliest date on which or age at which an Eligible Employee can be required to retire by any member of the Group;

		“ Shares ” means ordinary shares in the capital of the Company (or such other class of shares as may represent the same as a result of any reorganisation, reconstruction or other variation of the share capital of the Company to which the provisions of the Plan may apply from time to time) PROVIDED THAT if such shares under an Award are to be released at any time when the Trustees do not hold such shares in the Company as a result of a corporate event described in clause 7, references to “Shares” in clauses 15, and 17 to 8 inclusive shall include any consideration received by the Trustees for any such shares under an Award which may otherwise have been released;

		“ Subsidiary ” means any company over which for the time being the Company has Control and which is a subsidiary of the Company within the meaning of section 736 of the Companies Act 1985;

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“ Target Award ” means the expected value of an Award determined by the Trustees for the purposes of granting an Award to an Eligible Employee who they have selected in their absolute discretion to participate in the Plan PROVIDED THAT such expected value shall be:

	(a)		based on market competitive practice for comparable positions differentiated to reflect individual performance; and

	(b)		used by the Trustees having first consulted the Board to determine:

	(i)		the objective performance measures applicable to the release of Shares under the Award; and

	(ii)		the maximum number of Shares over which the Award may be granted;

		“ Trust ” means the Barclays Group (PSP) Employees’ Benefit Trust established by the Trust Deed;

		“ Trust Deed ” means the trust deed made between Barclays Bank (1) and Mourant & Co Trustees Limited (2) on 5 August 1996 as amended from time to time;

		“ Trustees ” means the trustee or trustees for the time being of the Trust; and

		“ UK Listing Authority ” means the UK Listing Authority within the meaning given to that expression in the Listing Rules made by the Financial Services Authority pursuant to its appointment as the relevant competent authority under the Official Listing of Securities (Change of Competent Authority) Regulations 2000.

13.2		Any reference in the Plan to a statutory provision shall include a reference to that provision as amended or re-enacted from time to time. Where the context permits the singular shall include the plural and vice versa and the masculine gender shall include the feminine.

13.3		If there is any conflict between the provisions of the Trust Deed and the provisions of the Plan, the provisions of the Trust Deed shall prevail.

14.		Grant of Awards

14.1		Subject to the limitations specified in this clause 2 and in clause 3, the Trustees may in their absolute discretion having first consulted the Board during any Grant Period grant any Eligible Employee an Award in accordance with the rules of the Plan or on such other terms and conditions as the Trustees may determine.

14.2		The Trustees shall as soon as reasonably practicable on or after the Award Date notify the Eligible Employee of the grant of the Award in writing in an Award Letter. The Award Letter shall specify:

	(a)		the number of Shares in respect of which the Award is granted or the formula by which such number may be found;

	(b)		the Award Date;

	(c)		the Release Date; and

	(d)		any performance conditions imposed by the Trustees for the purpose of clause 17 which must be satisfied before the Trustees may consider releasing Shares under an Award to the Participant.

14.3

The grant of an Award shall not in any circumstances whatsoever:

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	(a)		constitute the acquisition by a Participant of an interest in the Shares awarded to him, or the acquisition of a right to acquire the Shares awarded to him; or

	(b)		entitle a Participant to claim any interest in the Trust Fund or to compel the Trustees to pay or apply any of the capital or income comprised in the Trust Fund to or for the benefit of a Participant.

14.4		Until their release on the Release Date, a Participant shall have no interest in the Shares subject to his Award. A Participant shall not be entitled to any dividends or other distributions made in respect of the Shares awarded to him. A Participant shall have no right to vote in respect of the Shares subject to his Award, unless and until Shares under his Award are released to him. There shall be no consideration payable for the grant of an Award.

14.5		No Award shall be granted under the Plan after the expiry of the Operative Period.

15.		Dividends

15.1		The Trustees may, in their absolute discretion, apply any dividends (net of any tax payable in respect of such dividends by the Trustees) which they receive in respect of any Shares which are available for release under any Award to purchase further Shares.

15.2		The Trustees may in their absolute discretion release such further Shares acquired pursuant to paragraph 3.1 (or Shares received by the Trustees as a result of the Trustees electing to receive any scrip dividend offered by Barclays) to a Participant at the same time as the release of any Shares available for release on the Release Date.

16.		Limitations on Awards

16.1		No Shares shall be issued to the Trustees to be held for the purposes of the Plan if this will result in the number of Shares which have been issued to the Trustees for such purposes during the previous ten years when aggregated with any other Shares issued or capable of being issued by way of subscription out of profits and with any other Shares issued or capable of being issued by way of subscription on the release of Shares awarded or exercise of options granted during the previous ten years under:

	(a)		Any Other Plan exceeding ten per cent of the Company’s ordinary share capital then in issue; and

	(b)		Any Other Executive Plan exceeding five per cent of the amount of the Company’s ordinary share capital then in issue.

		PROVIDED THAT for the purpose of applying the limits set out in clauses 3.13.1(a) and 3.1(b) the number of Shares which may be issued to the Trustees to be held for the purposes of the Plan shall be reduced by the number of notional Shares determined by the Board in the manner set out in clause 3.2.

16.2		For the purposes of the proviso to clause 3.1:

	(a)		the Board shall compute the number of BGI Shares which have been acquired on exercise of options granted under the BGI Plan in the relevant period or in respect of which options under the BGI Plan are currently outstanding (less any BGI Shares issued on the exercise of options granted under the BGI Plan but subsequently purchased by Barclays Bank or any other member of the Group); and

	(b)		the Board shall subject to such adjustment or variation as the Board shall in its absolute discretion consider appropriate convert such BGI Shares into a number

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of notional Shares by the application in relation to each such acquisition of or grant of options over, BGI Shares of the formula:

A x B	=	D where:
C

A	is the number of BGI Shares acquired by or under option to each relevant employee;

B	is the price per BGI Share at which such employee acquired or may acquire such number of BGI Shares;

C	is if and for so long as the Shares are admitted to the Official List of the UK Listing Authority the greater of the market value of a Share:

	(a)	on the date of grant of such options; and

	(b)	on the date of any determination by the Board for the purposes of this clause 3.2,

	calculated by the Board by reference to the middle-market quotations of a Share as derived from the Daily Official List of the UK Listing Authority or if the Shares are not so admitted on such other basis as the Board shall determine in its absolute discretion;

D	is the number of notional Shares represented by the BGI Shares acquired in the relevant period or in respect of which options are currently outstanding under the BGI Plan for the purposes of the proviso to clause 3.1.

16.3		No Award shall be granted to an Eligible Employee under the Plan if as a result the Target Award for that Award when aggregated with the Target Award for any other Award granted to such Eligible Employee in the same financial year of the Company would exceed the higher of 150% of such Eligible Employee’s base salary or 75% of such Eligible Employee’s base salary plus target bonus and where relevant, target bonus shall be determined for these purposes by the Trustees in their absolute discretion having first consulted the Board.

17.		Release of Shares and Release of Shares on the Release Date

17.1		Subject to clauses 17.4 and 17.5, the Trustees shall on any Release Date if either a Participant ceases to be employed by a member of the Group as described in clause 5 or there is a corporate event as described in clause 20, determine in their absolute discretion having first consulted the Board whether or not:

	(a)		in relation to clauses 3.2 and 20 only the Participant is an employee of the Barclays Group; and

	(b)		any performance conditions set when the Award was granted pursuant to clause 2.2 (or such other performance condition which may be set from time to time by the Trustees after consultation with the Board) have been satisfied PROVIDED THAT the Trustees may in their absolute discretion having consulted the Board waive such performance conditions if they consider in their absolute discretion that there are exceptional circumstances which would justify such a waiver.

17.2

Subject to clauses 17.4 and 17.5, if the Trustees determine on any Release Date that clauses 17.1(a) and, if relevant, (b) are satisfied, the Trustees may in their absolute

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		discretion release to the Participant in accordance with clause 6 the number of Shares specified in the Award Letter as available for release to the Participant on or as soon as reasonably practicable after the relevant Release Date, including any Shares acquired by the Trustees as described in clause 15.

17.3		Subject to clauses 17.4 and 17.5, if the Trustees determine on any Release Date that clauses 17.1(a) and if relevant (b) are not satisfied, the Trustees may in their absolute discretion release to the Participant in accordance with clause 6:

	(a)		the number of Shares specified as available for release to the Participant on or after the Release Date together with any Shares acquired by the Trustees pursuant to clause 15; or

	(b)		a lower number of such Shares; or

	(c)		no Shares at all.

17.4		If the Trustees or a Participant are restricted by statute, order, regulation or otherwise (including a restriction resulting from the application of the Model Code for transactions in securities by directors or any comparable code adopted by the Company) from releasing or receiving Shares the Trustees shall only consider the release of Shares to a Participant on or within one month after the lifting of such restrictions;

17.5		Notwithstanding anything in the Plan to the contrary Shares under Award shall be actually or constructively received by a Participant by the later of:

	(a)		the date that is 2 ¹ / 2 months from the end of the Participant’s first taxable year in which Trustees determine in their absolute discretion to release Shares under an Award to the Participant; or

	(b)		the date that is 2 ¹ / 2 months from the end of the Company’s first taxable year in which the Trustees determine in their absolute discretion to release Shares under an Award to the Participant.

18.		Manner of Release of Shares and rights of a Participant on release

18.1		If the Trustees determine that Shares shall be released to a Participant pursuant to clauses 17, 20 or 7, the Trustees shall as soon as reasonably practicable release to a Participant the number of Shares available for release under the Award determined in accordance with clauses 17, 6, 7 and 8 in such form and manner as the Trustees shall from time to time prescribe in which case:

	(a)		the Trustees shall inform the Participant of the release of Shares to him within 28 days of such release; and

	(b)		the Participant shall from the date of such determination become beneficially entitled to such Shares and shall have the right to receive all dividends paid to the Trustees on such Shares on or after their release (net of any tax payable on such dividends by the Trustees) and the right to direct the Trustees as to voting in respect of such Shares and the Trustees shall vote in accordance with any such instructions.

PROVIDED THAT:

(a)

if the Trustees so require, the Participant shall enter into an election to be made jointly with his Employing Company pursuant to section 431 of the Income Tax (Earnings and Pensions) Act 2003 for the Shares to be treated as if they are not restricted securities for the purposes of Chapter 2, Part 7, Income Tax (Earnings and Pensions) Act 2003;

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	(b)		subject to clause 4.3, the Participant shall pay in such manner as the Trustees may from time to time prescribe any such additional amount of which the Trustees may notify the Participant in respect of any deduction on account of tax or similar liabilities as may be required by law which may arise on the release of Shares to him; and

	(c)		any Shares which are not so released shall cease to be available for release.

18.2		The Trustees may sell, or procure the sale of, such number of Shares which have been released to a Participant or in respect of which his Award is exercised to meet any obligation of the Trustees, any member of the Group or any other person to deduct tax or employee’s social security contributions arising in respect of the release of Shares under his Award to the Participant.

18.3		The Trustees shall within 30 days after the date of the release of Shares to a Participant transfer or procure the transfer of the appropriate number of Shares to the Participant (or to his nominee at the Participant’s written direction) and shall procure delivery to the Participant (or to his nominee, as appropriate) of a definitive share certificate in respect thereof (or such other evidence of allotment and issue as may be prescribed by the Board where such allotment and issue is by means of a relevant system, as defined in Regulation 2(1) of the Uncertificated Securities Regulations 2001).

19.		Limitation on Release of Shares

		Subject to clauses 17, 6 and 7, Shares under an Award may be released to a Participant who has ceased to be an Eligible Employee.

20.		Release of Shares on cessation of employment

20.1		Subject to clauses 17.1, 17.4, 17.5 and 8 unless Shares under an Award may be released before its Release Date under clauses 6.2, 6.3, 20.4 and 7, Shares under an Award may only be released on or as soon as reasonably practicable after its Release Date. Any Award in respect of which Shares are not so released shall lapse.

20.2		Subject to clauses 17.1, 17.4, 17.5 and 8, if a Participant dies the Trustees may having first consulted the Board release to the Participant’s personal representatives, his wife (or her husband), children under the age of 18 or step-children under the age of 18 the Shares available for release under his Award as soon as reasonably practicable after the Participant’s death in accordance with clause 6. Any Award in respect of which Shares are not so released shall lapse.

20.3		Subject to clauses 17.1, 17.4, 17.5 and 8, if a Participant ceases to be employed by the Group by reason of:

	(a)		injury;

	(b)		disability;

	(c)		ill health;

	(d)		dismissal for redundancy within the meaning of the Employment Rights Act 1996;

	(e)		retirement on or after his Retirement Date;

	(f)		the company by which he is employed ceasing to be a member of the Group; or

	(g)		the undertaking in which he is employed being transferred to a transferee which is not a member of the Group,

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		the Trustees may having first consulted the Board release to the Participant the Shares available for release under his Award on or after the Release Date in accordance with clause 6 PROVIDED THAT if a Participant ceases to be employed by the Group before the Release Date other than by reason of retirement on or after his Retirement Date the Trustees may in their absolute discretion having first consulted the Board release the Shares available for release under his Award to the Participant as soon as reasonably practicable after the date of such cessation. Any Award in respect of which Shares are not so released shall lapse.

20.4		Subject to clauses 17.1, 17.4, 17.5 and 8, if a Participant ceases to be employed by the Group for any reason other than one of the events specified in clauses 6.2 or 6.3, his Award shall lapse unless the Trustees in their absolute discretion, having first consulted the Board, determine otherwise in which case the Trustees may release to the Participant the Shares available for release under his Award on or after the Release Date in accordance with clause 18 PROVIDED THAT if a Participant ceases to be employed by the Group before the Release Date, the Trustees may in their absolute discretion, having first consulted the Board release the Shares available for release under his Award to the Participant as soon as reasonably practicable after the date of such cessation. Any Award in respect of which Shares are not so released or which is not so exercised shall lapse.

20.5		For the purposes of this clause 6, where a Participant’s employment is terminated without notice or on terms in lieu of notice it shall be deemed to cease on the date on which the termination takes effect and where such employment is terminated with notice it shall be deemed to cease upon the date on which that notice expires.

21.		Take-over and Liquidation

21.1		Clause 21.2 shall apply:

(a)

if any person obtains Control of the Company as a result of making:

	(i)		a general offer to acquire the whole of the issued share capital of the Company (other than that which is already owned by such person) made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

	(ii)		a general offer to acquire all the Shares (or such Shares as are not already owned by such person); or

(b)

21.2		Subject to clauses 17.1, 17.4, 17.5 and 8, the Trustees may release the Shares available for release under his Award to a Participant at any time during the appropriate period as defined in clause 7.3. Any Award in respect of which Shares are not so released shall lapse.

21.3		The appropriate period referred to in clause 21.2 is:

(a)

(i)

six months after such date; and

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(ii)

30 days before the last date on which the person making the offer is permitted to issue a notice pursuant to section 429 of the Companies Act 1985; and

(b)

in a case falling within clause 7.1(b), a period of six months commencing with the date when the Court sanctions the compromise or arrangement.

21.4		Subject to clauses 17.1, 17.4, 17.5 and 8, if the Company gives notice of a general meeting to consider a resolution for the voluntary winding up of the Company (the “ resolution ”) the Trustees shall release the Shares available for release under his Award to the Participant PROVIDED THAT any release of Shares under an Award pursuant to this clause 21.4 shall be conditional upon the resolution being duly passed. If the resolution is defeated or withdrawn, the Award shall be unaffected. If the Trustees release the Shares under his Award to a Participant pursuant to this clause 21.4 he shall be entitled to share in the assets of the Company with existing holders of the Shares in the same manner as if the Shares had been registered in his name before the resolution was passed.

21.5		Subject to clauses 17.1, 17.4, 17.5 and 8, if, in the opinion of the Trustees, the Company will be affected by any demerger, dividend in specie, special dividend or other transaction which will adversely affect the current or future value of any Award, the Trustees may depending on the form of the Award, acting fairly, reasonably and objectively, release the Shares available for release under all such Awards to Participants on such event happening.

21.6		On the commencement of any liquidation of the Company (subject to clause 21.4 and otherwise than in connection with a compromise or arrangement as referred to in clause 7.1(b)) the Award shall lapse.

22.		Extent to which Shares under an Award may be available for release on cessation of employment, take-over and liquidation

		If pursuant to clauses 20 or 7 the Trustees may release Shares to a Participant under his Award the maximum number of Shares which may be released by the Trustees under his Award is calculated in accordance with the following formula (rounded down to the nearest whole Share), unless the Trustees in their absolute discretion, having first consulted the Board, permit him to acquire a greater number of Shares.


		A x		B
				C

23.		Variations in the Share Capital of the Company

23.1		Subject to clause 9.2, in the event of any increase or variation of the share capital of the Company (whenever effected) by way of capitalisation, rights issue, sub-division,

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		consolidation or reduction of capital or any other method, the Trustees may make such adjustment as they consider appropriate to the number of Shares subject to any Award.

23.2		Any adjustment under clause 9.1 shall be subject to the Auditors confirming that such adjustment is in their opinion fair and reasonable.

23.3		The Trustees shall give notice in writing to a Participant of any adjustment made pursuant to clause 9.1 as soon as practicable following the making of such adjustment. The Trustees shall be entitled to call in the deed evidencing the grant of an Award affected by such adjustment for endorsement or replacement as they may consider appropriate.

24.		Administration of the Plan

24.1		The Plan shall be administered by the Trustees whose decision on any matter connected with the Plan shall be final and binding.

24.2		The Trustees shall determine any dispute about the rights and obligations of any person under the Plan or any question concerning the construction or effect of the Plan or any other question in connection with the Plan and their determination shall be final and binding on all persons.

24.3		The Board may from time to time make recommendations to the Trustees with regard to the making of Awards, the choice of Participants, performance conditions or Release Dates. The Trustees shall consider all such recommendations but shall not be bound to follow such recommendations nor shall the Trustees be required to give reasons for any refusal to follow them.

25.		Amendment of the Plan

25.1		Subject to clause 11.2, the Trustees, having first consulted the Board, shall at any time be entitled to amend by resolution all or any of the provisions of the Plan.

25.2		Subject to:

	(a)		any adjustment made pursuant to clause 9; and

	(b)		clause 11.3;

		the definitions of “Eligible Employee” and “Target Award”, the limits in clause 3, clause 9 and this clause 11 and the rights attaching to Shares transferred under the Plan shall not be amended to the advantage of existing or future Participants without the prior approval by ordinary resolution of the members of the Company in general meeting.

25.3		Clause 11.2 shall not apply to any amendment which:

	(a)		is necessary to take account of a change in legislation or to obtain or maintain favourable taxation, exchange control or regulatory treatment of the Company, any Subsidiary or any Participant; or

	(b)		is a minor amendment which is necessary or desirable to benefit or facilitate the administration of the Plan.

25.4

Notwithstanding any other provisions of the Plan the Trustees may, in respect of Awards granted to Eligible Employees who are or may become subject to taxation outside the United Kingdom on their remuneration, amend the provisions to the Plan and the terms of Awards as they consider necessary or desirable to take account of, mitigate or comply with relevant overseas taxation, securities or exchange control laws PROVIDED THAT

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		the terms of Awards granted to such Eligible Employees are not overall more favourable than those of Awards granted to other Eligible Employees.

26.		General Provisions

26.1		Terms of office or employment

		The rights and obligations of any Participant under the terms of his office or employment with any member of the Group shall not be affected by his participation in the Plan or any right which he may have to participate in it. The Plan shall not entitle a Participant to any right to continued employment or any additional right to compensation in consequence of the termination of his employment.

26.2		Tax and other similar liabilities

		Any liability of a Participant to taxation or social security contributions or similar liabilities in respect of an Award shall be for the account of the relevant Participant. The Trustees may make an Award and the transfer of Shares pursuant to it conditional on the Participant complying with arrangements specified by the Trustees for the payment of any taxation, employee’s social security contributions or employer’s social security obligations (including, without limitation, the deduction of taxation at source).

26.3		Auditors as experts

		In any matter in which they are required to act under the Plan, the Auditors shall be deemed to be acting as experts and not as arbitrators.

26.4		Notices

		Any notice or other communication under or in connection with the Plan may be given by personal delivery, electronically or by sending the same by post in the case of a company to its registered office, in the case of the Trustees, to their registered address and in the case of an individual to his last known address, or, where he is a director or employee of any member of the Group, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment. Where a notice or other communication is given by first-class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped.

26.5		Regulation

		Every Award shall be subject to the condition that no Shares shall be released to or transferred to a Participant following the release of Shares under Award if such release or transfer would be contrary to any enactment or regulation for the time being in force of the United Kingdom or any other country having jurisdiction in relation thereto. The Trustees shall not be bound to take any action to obtain the consent of any government or authority to such transfer or to take any action to ensure that any such transfer shall be in accordance with any enactment or regulation if such action could in the opinion of the Trustees be unduly onerous.

26.6		Data Protection provisions

(a)

The Company and the Trustees will store and process information about a Participant on their computers and in other ways. By “information about a Participant” the Company and the Trustees mean personal information they have obtained from the Participant, the Group employing company and any other Group companies or other organisations in anticipation of a Participant’s participation in the Plan and during the term of the Plan.

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	(b)		The Company and the Trustees will use information about a Participant to manage and administer the Plan, give the Participant information about the Plan and his Award, to develop and improve their services to the Participant and other customers and to protect their interests. The Trustees agrees to apply the same levels of protection to information about a Participant as the Company is required to apply in the UK.

	(c)		The Company and the Trustees may give information about a Participant and his participation in the Plan to the following:

	(i)		a Participant’s Group employing company and it agents or service providers where disclosure is necessary to enable the Company or the Trustees to discharge their duties and obligations in the management and administration of the Plan (including any disclosure of information as may be necessary to enable the Group employing company to comply with the requirements of any relevant tax, social security or other governmental authority). (For the purposes of this clause “Group employing company” includes any company or other entity of the Group who may become the Participant’s employer during the term of the Plan and any other company or entity which has a duty to comply with any requirements imposed any relevant tax, social security or other governmental authority in connection with his participation in the Plan.)

	(ii)		people who provide a service to the Company or the Trustees or are acting as their agents on the understanding that they will keep the information confidential.

	(iii)		anyone to whom the Company or the Trustees transfers or may transfer its rights and duties under the Plan.

	(iv)		where the Company or the Trustees has a duty to do so or if the law allows the Company or the Trustees to do so (including any relevant tax, social security or other governmental authority)

			Otherwise the Company and the Trustees will keep information about a Participant confidential.

	(d)		If the Company or the Trustees transfer information about a Participant to a service provider or agent in another country, they will procure that the service provider or agent agrees to apply the same levels of protection as the Company and the Trustees are required to apply in the UK and other EU jurisdictions and to use information about a Participant only for the purpose of providing the service to the Company or the Trustees.

26.7		Governing Law

		The Plan shall be governed and construed in accordance with English law.

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Exhibit 4.7

Barclays PLC

Rules

of the

Barclays Group
Special Award Performance Share Plan

contents


Clause	Page No
1. Definitions and Interpretation		3

2. Grant of Awards		4

3. Dividends		5

4. Release of Shares and Release of Shares on the Release Date		5

5. Manner of Release of Shares and rights of a Participant on release		6

6. Limitation on Release of Shares		7

7. Release of Shares on cessation of employment		7

8. Take-over and Liquidation		8

9. Extent to which Shares under an Award may be available for release on cessation of employment, take-over and liquidation		9

10. Variations in the Share Capital of the Company		10

11. Administration of the Plan		10

12. Amendment of the Plan		10

13. General Provisions		10

14. Termination of the Plan		12

Rules of the Barclays Group Special Award Performance share Plan

Adopted by the Trustees of the Barclays Group (PSP) Employees’ Benefit Trust on 8 November 2005 pursuant to the terms of the Trust deed.

Purpose: The Plan has been adopted to enable the Trustees to: formalise existing practice for the grant of special performance linked share awards to Barclays group executives who are neither directors of the company nor regarded as persons discharging managerial responsibilities within the company; and provide a flexible and coherent structure for the grant of performance-linked share awards on recruitment of and for the retention of such executives but in a manner consistent with so far as possible the structure of awards under the Barclays Group Performance Share Plan.

1.		Definitions and Interpretation

1.1		In the Plan:

		“ Auditors ” means the auditors for the time being of the Company or such other independent, suitably qualified person as the Trustees may from time to time nominate;

		“ Award ” means a provisional allocation of Shares and “awarded” shall be construed accordingly;

		“ Award Date ” means in relation to an Award the date specified as such by the Trustees in the Award Letter;

		“ Award Letter ” means a letter containing the information specified in clause 2.2 in such form as may be prescribed from time to time by the Trustees, sent by the Trustees to a Participant informing the Participant of the grant of an Award to him;

		“ Board ” means the board of directors for the time being of the Company or a duly appointed committee thereof PROVIDED THAT if any person obtains Control of the Company, the Board or the relevant committee as appropriate shall mean the members of the Board or such committee as the case may be immediately before such Control is obtained;

		“ Company ” means Barclays PLC (registered no. 48839);

		“ Control ” means control of a company within the meaning of section 840 of the Income and Corporation Taxes Act 1988 and a person shall be deemed to have control of a company if he and others acting in concert with him have together obtained control of a company within such meaning;

		“ Eligible Employee ” means any person who is an employee of any member of the Group PROVIDED THAT a person shall not be eligible to participate in the Plan if:

	(a)		he is a director of the Company;

	(b)		he is a person discharging managerial responsibilities within the Company as defined in section 96B(1) of the Financial Services and Markets Act 2000; or

	(c)		any Award granted to him (or Shares released to him) would be regarded as granted (or released) in respect of Qualifying Services;

“ Group ” means the Company and all of its Subsidiaries and the expression “member of the Group” shall be construed accordingly;

		“ Participant ” means an Eligible Employee who has been granted an Award or, where applicable, his personal representative;

		“ Plan ” means the Barclays Group Special Award Performance Share Plan as constituted by these rules and as amended from time to time;

		“ Qualifying Services ” means, in relation to any person, his services as a director of the Company and his services at any time while he is a director of the Company:

	(a)		as a director of an undertaking that is a subsidiary undertaking of the Company at that time;

	(b)		as a director of any other undertaking of which he is a director by virtue of the Company’s nomination (direct or indirect); or

	(c)		otherwise in connection with the management of the affairs of the Company or any such subsidiary undertaking or any such other undertaking;

		“ Release Date ” means the date (or dates) specified in an Award Letter being a date (or dates) which is at least three years from the Award Date unless the Trustees determine otherwise on or after which Shares awarded to a Participant may in the absolute discretion of the Trustees be released to a Participant;

		“ Retirement Date ” means the earliest date on which or age at which an Eligible Employee can be required to retire by any member of the Group;

		“ Shares ” means ordinary shares in the capital of the Company or such other class of shares as may represent the same as a result of any reorganisation, reconstruction or other variation of the share capital of the Company to which the provisions of the Plan may apply from time to time PROVIDED THAT if such shares under an Award are to be released at any time when the Trustees do not hold such shares in the Company as a result of a corporate event described in clause 8, references to “Shares” in clauses 3 to 9 inclusive shall include any consideration received by the Trustees for any such shares under an Award which may otherwise have been released;

		“ Subsidiary ” means any company over which for the time being the Company has Control and which is a subsidiary of the Company within the meaning of section 736 of the Companies Act 1985;

		“ Trust ” means the Barclays Group (PSP) Employees’ Benefit Trust established by the Trust Deed;

		“ Trust Deed ” means the trust deed made between Barclays Bank PLC (1) and Mourant & Co Trustees Limited (2) on 5 August 1996 as amended from time to time; and

		“ Trustees ” means the trustee or trustees for the time being of the Trust.

1.2		Any reference in the Plan to a statutory provision shall include a reference to that provision as amended or re-enacted from time to time. Where the context permits the singular shall include the plural and vice versa and the masculine gender shall include the feminine.

1.3		If there is any conflict between the provisions of the Trust Deed and the provisions of the Plan, the provisions of the Trust Deed shall prevail.

2.		Grant of Awards

2.1		Subject to the limitations specified in this clause 2, the Trustees may in their absolute discretion having first consulted the Board grant any Eligible Employee an Award in

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		accordance with the rules of the Plan or on such other terms and conditions as the Trustees may determine.

2.2		The Trustees shall as soon as reasonably practicable on or after the Award Date notify the Eligible Employee of the grant of the Award in writing in an Award Letter. The Award Letter shall specify:

	(a)		the number of Shares in respect of which the Award is granted or the formula by which such number may be found;

	(b)		the Award Date;

	(c)		the Release Date; and

	(d)		any performance conditions imposed by the Trustees for the purpose of clause 4 which must be satisfied before the Trustees may consider releasing Shares under an Award to the Participant.

2.3

The grant of an Award shall not in any circumstances whatsoever:

	(a)		constitute the acquisition by a Participant of an interest in the Shares awarded to him, or the acquisition of a right to acquire the Shares awarded to him; or

	(b)		entitle a Participant to claim any interest in the Trust Fund or to compel the Trustees to pay or apply any of the capital or income comprised in the Trust Fund to or for the benefit of a Participant.

2.4		Until their release on the Release Date, a Participant shall have no interest in the Shares subject to his Award. A Participant shall not be entitled to any dividends or other distributions made in respect of the Shares awarded to him. A Participant shall have no right to vote in respect of the Shares subject to his Award, unless and until Shares under his Award are released to him. There shall be no consideration payable for the grant of an Award.

2.5		An Award shall only be granted in respect of existing issued Shares purchased or acquired by the Trustees on or off market. No new Shares may be issued pursuant to the Plan without the prior approval of the Company’s shareholders in general meeting and no treasury Shares may be transferred under the Plan without the prior approval of the Company’s shareholders in general meeting.

3.		Dividends

3.1		The Trustees may, in their absolute discretion, apply any dividends (net of any tax payable in respect of such dividends by the Trustees) which they receive in respect of any Shares which are available for release under any Award to purchase further Shares.

3.2		The Trustees may in their absolute discretion release such further Shares acquired pursuant to paragraph 3.1 (or Shares received by the Trustees as a result of the Trustees electing to receive any scrip dividend offered by Barclays) to a Participant at the same time as the release of any Shares available for release on the Release Date.

4.		Release of Shares and Release of Shares on the Release Date

4.1		Subject to clauses 4.4 and 4.5, the Trustees shall on any Release Date if either a Participant ceases to be employed by a member of the Group as described in clause 7 or there is a corporate event as described in clause 8, determine in their absolute discretion having first consulted the Board whether or not:

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	(a)		in relation to clauses 4.2 and 8 only, the Participant is an employee of the Barclays Group; and

	(b)		any performance conditions set when the Award was granted pursuant to clause 2.2 (or such other performance condition which may be set from time to time by the Trustees after consultation with the Board) have been satisfied PROVIDED THAT the Trustees may in their absolute discretion having consulted the Board waive such performance conditions if they consider in their absolute discretion that there are exceptional circumstances which would justify such a waiver.

4.2		Subject to clauses 4.4 and 4.5, if the Trustees determine on any Release Date that clauses 4.1(a) and, if relevant, (b) are satisfied, the Trustees may in their absolute discretion release to the Participant in accordance with clause 5 the number of Shares specified in the Award Letter as available for release to the Participant on or as soon as reasonably practicable after the relevant Release Date, including any Shares acquired by the Trustees as described in clause 3.

4.3		Subject to clauses 4.4 and 4.5, if the Trustees determine on any Release Date that clauses 4.1(a) and (b) are not satisfied, the Trustees may in their absolute discretion release to the Participant in accordance with clause 5:

	(a)		the number of Shares specified as available for release to the Participant on or after the Release Date together with any Shares acquired by the Trustees pursuant to clause 3; or

	(b)		a lower number of such Shares; or

	(c)		no Shares at all.

4.4		If the Trustees or a Participant are restricted by statute, order, regulation or otherwise (including a restriction resulting from the application of the Model Code for transactions in securities by directors or any comparable code adopted by the Company) from releasing or receiving Shares the Trustees shall only consider the release of Shares to a Participant on or within one month after the lifting of such restrictions;

4.5		Notwithstanding anything in the Plan to the contrary Shares under Award shall be actually or constructively received by a Participant by the later of:

	(a)		the date that is 2 ¹ / 2 months from the end of the Participant’s first taxable year in which Trustees determine in their absolute discretion to release Shares under an Award to the Participant; or

	(b)		the date that is 2 ¹ / 2 months from the end of the Company’s first taxable year in which the Trustees determine in their absolute discretion to release Shares under an Award to the Participant.

5.		Manner of Release of Shares and rights of a Participant on release

5.1		If the Trustees determine that Shares shall be released to a Participant pursuant to clauses 4, 7 or 8, the Trustees shall as soon as reasonably practicable release to a Participant the number of Shares available for release under the Award determined in accordance with clauses 4, 7, 8 and 9 in such form and manner as the Trustees shall from time to time prescribe in which case:

(a)

the Trustees shall inform the Participant of the release of Shares to him within 28 days of such release; and

(b)

the Participant shall from the date of such determination become beneficially entitled to such Shares and shall have the right to receive all dividends paid to the

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Trustees on such Shares on or after their release (net of any tax payable on such dividends by the Trustees) and the right to direct the Trustees as to voting in respect of such Shares and the Trustees shall vote in accordance with any such instructions.

PROVIDED THAT:

	(a)		if the Trustees so require, the Participant shall enter into an election to be made jointly with his Employing Company pursuant to section 431 of the Income Tax (Earnings and Pensions) Act 2003 for the Shares to be treated as if they are not restricted securities for the purposes of Chapter 2, Part 7, Income Tax (Earnings and Pensions) Act 2003;

	(b)		subject to clause 5.2, the Participant shall pay in such manner as the Trustees may from time to time prescribe any such additional amount of which the Trustees may notify the Participant in respect of any deduction on account of tax or similar liabilities as may be required by law which may arise on the release of Shares to him; and

	(c)		any Shares which are not so released shall cease to be available for release.

5.2		The Trustees may sell, or procure the sale of, such number of Shares which have been released to a Participant or in respect of which his Award is exercised to meet any obligation of the Trustees any member of the Group or any other person to deduct tax or employee’s social security contributions arising in respect of the release of Shares under his Award to the Participant.

5.3		The Trustees shall within 28 days after the date of the release of Shares to a Participant transfer or procure the transfer of the appropriate number of Shares to the Participant (or to his nominee at the Participant’s written direction) and shall procure delivery to the Participant (or to his nominee, as appropriate) of a definitive share certificate in respect thereof (or such other evidence of allotment and issue as may be prescribed by the Board where such allotment and issue is by means of a relevant system, as defined in Regulation 2(1) of the Uncertificated Securities Regulations 2001).

6.		Limitation on Release of Shares

		Subject to clauses 4, 7 and 8, Shares under an Award may be released to a Participant who has ceased to be an Eligible Employee.

7.		Release of Shares on cessation of employment

7.1		Subject to clauses 4.1, 4.4 and 4.5 and unless Shares under an Award may be released before its Release Date under clauses 7.2, 7.3, 7.4 and 8, Shares under an Award may only be released on or as soon as reasonably practicable after its Release Date. Any Award in respect of which Shares are not so released shall lapse.

7.2		Subject to clauses 4.1, 4.4, 4.5 and 9, if a Participant dies the Trustees may having first consulted the Board release to the Participant’s personal representatives his wife (or her husband), children under the age of 18 or step children under the age of 18 the Shares available for release under his Award as soon as reasonably practicable after the Participant’s death in accordance with clause 5. Any Award in respect of which Shares are not so released shall lapse.

7.3		Subject to clauses 4.1, 4.4, 4.5 and 9, if a Participant ceases to be employed by the Group by reason of:

(a)

injury;

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	(b)		disability;

	(c)		ill health;

	(d)		dismissal for redundancy within the meaning of the Employment Rights Act 1996;

	(e)		retirement on or after his Retirement Date;

	(f)		the company by which he is employed ceasing to be a member of the Group; or

	(g)		the undertaking in which he is employed being transferred to a transferee which is not a member of the Group,

		the Trustees may having first consulted the Board release to the Participant the Shares available for release under his Award on or after the Release Date PROVIDED THAT if a Participant ceases to be employed by the Group before the Release Date other than by reason of retirement on or after his Retirement Date the Trustees may in their absolute discretion having first consulted the Board release the Shares available for release under his Award to the Participant as soon as reasonably practicable after the date of such cessation. Any Award in respect of which Shares are not so released shall lapse.

7.4		Subject to clauses 4.1, 4.4, 4.5 and 9, if a Participant ceases to be employed by the Group for any reason other than one of the events specified in clauses 7.2 or 7.3, his Award shall lapse unless the Trustees in their absolute discretion, having first consulted the Board, determine otherwise in which case the Trustees may release to the Participant the Shares available for release under his Award on or after the Release Date in accordance with clause 5 PROVIDED THAT if a Participant ceases to be employed by the Group before the Release Date, the Trustees may in their absolute discretion, having first consulted the Board release the Shares available for release under his Award to the Participant as soon as reasonably practicable after the date of such cessation. Any Award in respect of which Shares are not so released or which is not so exercised shall lapse.

7.5		For the purposes of this clause 7, where a Participant’s employment is terminated without notice or on terms in lieu of notice it shall be deemed to cease on the date on which the termination takes effect and where such employment is terminated with notice it shall be deemed to cease upon the date on which that notice expires.

8.		Take-over and Liquidation

8.1		Clause 8.2 shall apply:

(a)

if any person obtains Control of the Company as a result of making:

	(i)		a general offer to acquire the whole of the issued share capital of the Company (other than that which is already owned by such person) made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

	(ii)		a general offer to acquire all the Shares (or such Shares as are not already owned by such person); or

(b)

8.2

Subject to clauses 4.1, 4.4, 4.5 and 9 the Trustees may release the Shares available for release under his Award to a Participant at any time during the appropriate period as

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defined in clause 8.3. Any Award in respect of which Shares are not so released shall lapse.

8.3

The appropriate period referred to in clause 8.2 is:

(a)

in a case falling within clause 8.1(a), a period commencing on the date when the person making the offer has obtained Control of the Company and any condition subject to which the offer is made is satisfied and ending on the earlier of:

	(i)		six months after such date; and

	(ii)		30 days before the last date on which the person making the offer is permitted to issue a notice pursuant to section 429 of the Companies Act 1985; and

(b)

in a case falling within clause 8.1(b), a period of six months commencing with the date when the Court sanctions the compromise or arrangement.

8.4		Subject to clauses 4.1, 4.4, 4.5 and 9, if the Company gives notice of a general meeting to consider a resolution for the voluntary winding up of the Company (the “ resolution ”) the Trustees shall release the Shares available for release under his Award to the Participant PROVIDED THAT any release of Shares under an Award pursuant to this clause 8.4 shall be conditional upon the resolution being duly passed. If the resolution is defeated or withdrawn, the Award shall be unaffected. If the Trustees release the Shares under his Award to a Participant pursuant to this clause 8.4 he shall be entitled to share in the assets of the Company with existing holders of the Shares in the same manner as if the Shares had been registered in his name before the resolution was passed.

8.5		Subject to clauses 4.1, 4.4, 4.5 and 9, if, in the opinion of the Trustees, the Company will be affected by any demerger, dividend in specie, special dividend or other transaction which will adversely affect the current or future value of any Award, the Trustees may depending on the form of the Award, acting fairly, reasonably and objectively, release the Shares available for release under all such Awards to Participants on such event happening.

8.6		On the commencement of any liquidation of the Company (subject to clause 8.4 and otherwise than in connection with a compromise or arrangement as referred to in clause 8.1(b)) the Award shall lapse.

9.		Extent to which Shares under an Award may be available for release on cessation of employment, take-over and liquidation

		If pursuant to clauses 7 or 8 the Trustees may release Shares to a Participant under his Award the maximum number of Shares which may be released by the Trustees under his Award is calculated in accordance with the following formula (rounded down to the nearest whole Share), unless the Trustees in their absolute discretion, having first consulted the Board, permit him to acquire a greater number of Shares.


		A x		B
				C


Where	A =	the number of Shares originally subject to the Award;

	B =	the number of completed calendar months which have elapsed from the Award Date (including the calendar month in which the Award Date falls) to: the date of cessation of employment; the time when Control is obtained under clause 8.1; or the passing of the resolution in 8.6 as the case may be; and

	C =	36.

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10.		Variations in the Share Capital of the Company

10.1		Subject to clause 10.2, in the event of any increase or variation of the share capital of the Company (whenever effected) by way of capitalisation, rights issue, sub-division, consolidation or reduction of capital or any other method, the Trustees may make such adjustment as they consider appropriate to the number of Shares subject to any Award.

10.2		Any adjustment under clause 10.1 shall be subject to the Auditors confirming that such adjustment is in their opinion fair and reasonable.

10.3		The Trustees shall give notice in writing to a Participant of any adjustment made pursuant to clause 10.1 as soon as practicable following the making of such adjustment. The Trustees shall be entitled to call in the deed evidencing the grant of an Award affected by such adjustment for endorsement or replacement as they may consider appropriate.

11.		Administration of the Plan

11.1		The Plan shall be administered by the Trustees whose decision on any matter connected with the Plan shall be final and binding.

11.2		The Trustees shall determine any dispute about the rights and obligations of any person under the Plan or any question concerning the construction or effect of the Plan or any other question in connection with the Plan and their determination shall be final and binding on all persons.

11.3		The Board may from time to time make recommendations to the Trustees with regard to the making of Awards, the choice of Participants, performance conditions or Release Dates. The Trustees shall consider all such recommendations but shall not be bound to follow such recommendations nor shall the Trustees be required to give reasons for any refusal to follow them.

12.		Amendment of the Plan

		The Trustees, having first consulted the Board, shall at any time be entitled to amend by resolution all or any of the provisions of the Plan.

13.		General Provisions

13.1		Terms of office or employment

		The rights and obligations of any Participant under the terms of his office or employment with any member of the Group shall not be affected by his participation in the Plan or any right which he may have to participate in it. The Plan shall not entitle a Participant to any right to continued employment or any additional right to compensation in consequence of the termination of his employment.

13.2		Tax and other similar liabilities

		Any liability of a Participant to taxation or social security contributions or similar liabilities in respect of an Award shall be for the account of the relevant Participant. The Trustees may make an Award and the transfer of Shares pursuant to it conditional on the Participant complying with arrangements specified by the Trustees for the payment of any

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		taxation, employee’s social security contributions or employer’s social security obligations (including, without limitation, the deduction of taxation at source).

13.3		Auditors as experts

		In any matter in which they are required to act under the Plan, the Auditors shall be deemed to be acting as experts and not as arbitrators.

13.4		Notices

		Any notice or other communication under or in connection with the Plan may be given by personal delivery, electronically or by sending the same by post in the case of a company to its registered office, in the case of the Trustees, to their registered address and in the case of an individual to his last known address, or, where he is a director or employee of any member of the Group, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment. Where a notice or other communication is given by first-class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped.

13.5		Regulation

		Every Award shall be subject to the condition that no Shares shall be released to or transferred to a Participant following the release of Shares under Award if such release or transfer would be contrary to any enactment or regulation for the time being in force of the United Kingdom or any other country having jurisdiction in relation thereto. The Trustees shall not be bound to take any action to obtain the consent of any government or authority to such transfer or to take any action to ensure that any such transfer shall be in accordance with any enactment or regulation if such action could in the opinion of the Trustees be unduly onerous.

13.6		Data Protection provisions

	(a)		The Company and the Trustees will store and process information about a Participant on their computers and in other ways. By “information about a Participant” the Company and the Trustees mean personal information they have obtained from the Participant, the Group employing company and any other Group companies or other organisations in anticipation of a Participant’s participation in the Plan and during the term of the Plan.

	(b)		The Company and the Trustees will use information about a Participant to manage and administer the Plan, give the Participant information about the Plan and his Award, to develop and improve their services to the Participant and other customers and to protect their interests. The Trustees agrees to apply the same levels of protection to information about a Participant as the Company is required to apply in the UK.

	(c)		The Company and the Trustees may give information about a Participant and his participation in the Plan to the following:

(i)

a Participant’s Group employing company and it agents or service providers where disclosure is necessary to enable the Company or the Trustees to discharge their duties and obligations in the management and administration of the Plan (including any disclosure of information as may be necessary to enable the Group employing company to comply with the requirements of any relevant tax, social security or other governmental authority). (For the purposes of this clause “Group employing company” includes any company or other entity of the Group who may become the

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			Participant’s employer during the term of the Plan and any other company or entity which has a duty to comply with any requirements imposed any relevant tax, social security or other governmental authority in connection with his participation in the Plan.)

	(ii)		people who provide a service to the Company or the Trustees or are acting as their agents on the understanding that they will keep the information confidential.

	(iii)		anyone to whom the Company or the Trustees transfers or may transfer its rights and duties under the Plan.

	(iv)		where the Company or the Trustees has a duty to do so or if the law allows the Company or the Trustees to do so (including any relevant tax, social security or other governmental authority)

			Otherwise the Company and the Trustees will keep information about a Participant confidential.

	(d)		If the Company or the Trustees transfer information about a Participant to a service provider or agent in another country, they will procure that the service provider or agent agrees to apply the same levels of protection as the Company and the Trustees are required to apply in the UK and other EU jurisdictions and to use information about a Participant only for the purpose of providing the service to the Company or the Trustees.

13.7		Governing Law

		The Plan shall be governed and construed in accordance with English law.

14.		Termination of the Plan

		The Trustees may having first consulted the Board at any time suspend or terminate the operation of the Plan in which case no further awards will be granted but in other respects the provisions of the Plan will remain in force.

Lovells

Exhibit 4.8

Barclays PLC

Rules

of the

Barclays Group
Incentive Share Plan

contents


Clause		Page No
1.	Definitions and Interpretation		3

2.	Grant of Awards		4

3.	Dividends		5

4.	Release of Shares and Release of Shares on the Release Date		5

5.	Manner of Release of Shares and rights of a Participant on release		6

6.	Limitation on Release of Shares		7

7.	Release of Shares on cessation of employment		7

8.	Take-over and Liquidation		8

9.	Extent to which Shares under an Award may be available for release on cessation of employment, take-over and liquidation		9

10.	Variations in the Share Capital of the Company		9

11.	Administration of the Plan		10

12.	Amendment of the Plan		10

13.	General Provisions		10

14.	Termination of the Plan		12

Rules of the Barclays Group Incentive share Plan

Adopted by the Trustees of the Barclays Group (PSP) Employees’ Benefit Trust
on 2008 pursuant to the terms of the Trust deed.

Purpose: The Plan has been adopted to enable the Trustees to: provide a flexible and coherent structure for the grant of non performance-linked share awards to Barclays Group Executives who are neither directors of the Company nor regarded as persons discharging managerial responsibiilties within the Company and who are not eligible to participate in the Performance Share Plan from 2008 onwards.

1.		Definitions and Interpretation

1.1		In the Plan:

		“ Auditors ” means the auditors for the time being of the Company or such other independent, suitably qualified person as the Trustees may from time to time nominate;

		“ Award ” means a provisional allocation of Shares and “awarded” shall be construed accordingly;

		“ Award Date ” means in relation to an Award the date specified as such by the Trustees in the Award Letter;

		“ Award Letter ” means a letter containing the information specified in clause 2.2 in such form as may be prescribed from time to time by the Trustees, sent by the Trustees to a Participant informing the Participant of the grant of an Award to him;

		“ Board ” means the board of directors for the time being of the Company or a duly appointed committee thereof PROVIDED THAT if any person obtains Control of the Company, the Board or the relevant committee as appropriate shall mean the members of the Board or such committee as the case may be immediately before such Control is obtained;

		“ Company ” means Barclays PLC (registered no. 48839);

		“ Control ” means control of a company within the meaning of section 840 of the Income and Corporation Taxes Act 1988 and a person shall be deemed to have control of a company if he and others acting in concert with him have together obtained control of a company within such meaning;

		“ Eligible Employee ” means any person who is an employee of any member of the Group PROVIDED THAT a person shall not be eligible to participate in the Plan if:

	(a)		he is a director of the Company;

	(b)		he is a person discharging managerial responsibilities within the Company as defined in section 96B(1) of the Financial Services and Markets Act 2000; or

	(c)		any Award granted to him (or Shares released to him) would be regarded as granted (or released) in respect of Qualifying Services;

		“ Group ” means the Company and all of its Subsidiaries and the expression “member of the Group” shall be construed accordingly;

		“ Participant ” means an Eligible Employee who has been granted an Award or, where applicable, his personal representative;

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		“ Plan ” means the Barclays Group Incentive Share Plan as constituted by these rules and as amended from time to time;

		“ Qualifying Services ” means, in relation to any person, his services as a director of the Company and his services at any time while he is a director of the Company:

	(a)		as a director of an undertaking that is a subsidiary undertaking of the Company at that time;

	(b)		as a director of any other undertaking of which he is a director by virtue of the Company’s nomination (direct or indirect); or

	(c)		otherwise in connection with the management of the affairs of the Company or any such subsidiary undertaking or any such other undertaking;

		“ Release Date ” means the date (or dates) specified in an Award Letter being a date (or dates) which is at least three years from the Award Date unless the Trustees determine otherwise on or after which Shares awarded to a Participant may in the absolute discretion of the Trustees be released to a Participant;

		“ Retirement Date ” means the earliest date on which or age at which an Eligible Employee can be required to retire by any member of the Group;

		“ Shares ” means ordinary shares in the capital of the Company or such other class of shares as may represent the same as a result of any reorganisation, reconstruction or other variation of the share capital of the Company to which the provisions of the Plan may apply from time to time PROVIDED THAT if such shares under an Award are to be released at any time when the Trustees do not hold such shares in the Company as a result of a corporate event described in clause 8, references to “Shares” in clauses 3 to 9 inclusive shall include any consideration received by the Trustees for any such shares under an Award which may otherwise have been released;

		“ Subsidiary ” means any company over which for the time being the Company has Control and which is a subsidiary of the Company within the meaning of section 736 of the Companies Act 1985;

		“ Trust ” means the Barclays Group (PSP) Employees’ Benefit Trust established by the Trust Deed;

		“ Trust Deed ” means the trust deed made between Barclays Bank PLC (1) and Mourant & Co Trustees Limited (2) on 5 August 1996 as amended from time to time; and

		“ Trustees ” means the trustee or trustees for the time being of the Trust.

1.2		Any reference in the Plan to a statutory provision shall include a reference to that provision as amended or re-enacted from time to time. Where the context permits the singular shall include the plural and vice versa and the masculine gender shall include the feminine.

1.3		If there is any conflict between the provisions of the Trust Deed and the provisions of the Plan, the provisions of the Trust Deed shall prevail.

2.		Grant of Awards

2.1		Subject to the limitations specified in this clause 2, the Trustees may in their absolute discretion having first consulted the Board grant any Eligible Employee an Award in accordance with the rules of the Plan or on such other terms and conditions as the Trustees may determine.

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2.2

The Trustees shall as soon as reasonably practicable on or after the Award Date notify the Eligible Employee of the grant of the Award in writing in an Award Letter. The Award Letter shall specify:

	(a)		the number of Shares in respect of which the Award is granted or the formula by which such number may be found;

	(b)		the Award Date; and

	(c)		the Release Date.

2.3

The grant of an Award shall not in any circumstances whatsoever:

	(a)		constitute the acquisition by a Participant of an interest in the Shares awarded to him, or the acquisition of a right to acquire the Shares awarded to him; or

	(b)		entitle a Participant to claim any interest in the Trust Fund or to compel the Trustees to pay or apply any of the capital or income comprised in the Trust Fund to or for the benefit of a Participant.

2.4		Until their release on the Release Date, a Participant shall have no interest in the Shares subject to his Award. A Participant shall not be entitled to any dividends or other distributions made in respect of the Shares awarded to him. A Participant shall have no right to vote in respect of the Shares subject to his Award, unless and until Shares under his Award are released to him. There shall be no consideration payable for the grant of an Award.

2.5		An Award shall only be granted in respect of existing issued Shares purchased or acquired by the Trustees on or off market. No new Shares may be issued pursuant to the Plan without the prior approval of the Company’s shareholders in general meeting and no treasury Shares may be transferred under the Plan without the prior approval of the Company’s shareholders in general meeting.

3.		Dividends

3.1		The Trustees may, in their absolute discretion, apply any dividends (net of any tax payable in respect of such dividends by the Trustees) which they receive in respect of any Shares which are available for release under any Award to purchase further Shares.

3.2		The Trustees may in their absolute discretion release such further Shares acquired pursuant to paragraph 3.1 (or Shares received by the Trustees as a result of the Trustees electing to receive any scrip dividend offered by Barclays) to a Participant at the same time as the release of any Shares available for release on the Release Date.

4.		Release of Shares and Release of Shares on the Release Date

4.1		Subject to clauses 4.4 and 4.5, the Trustees shall on any Release Date if either a Participant ceases to be employed by a member of the Group as described in clause 7 or there is a corporate event as described in clause 8, determine in their absolute discretion having first consulted the Board whether or not in relation to clauses 4.2 and 8, the Participant is an employee of the Barclays Group.

4.2		Subject to clauses 4.4 and 4.5, if the Trustees determine on any Release Date that clauses 4.1 is satisfied, the Trustees may in their absolute discretion release to the Participant in accordance with clause 5 the number of Shares specified in the Award Letter as available for release to the Participant on or as soon as reasonably practicable after the relevant Release Date, including any Shares acquired by the Trustees as described in clause 3.

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4.3

Subject to clauses 4.4 and 4.5, if the Trustees determine on any Release Date that clauses 4.1 is not satisfied, the Trustees may in their absolute discretion release to the Participant in accordance with clause 5:

	(a)		the number of Shares specified as available for release to the Participant on or after the Release Date together with any Shares acquired by the Trustees pursuant to clause 3; or

	(b)		a lower number of such Shares; or

	(c)		no Shares at all.

4.4		If the Trustees or a Participant are restricted by statute, order, regulation or otherwise (including a restriction resulting from the application of the Model Code for transactions in securities by directors or any comparable code adopted by the Company) from releasing or receiving Shares the Trustees shall only consider the release of Shares to a Participant on or within one month after the lifting of such restrictions;

4.5		Notwithstanding anything in the Plan to the contrary Shares under an Award shall be actually or constructively received by a Participant by the later of:

	(a)		the date that is 2 ¹ / 2 months from the end of the Participant’s first taxable year in which the Trustees determine in their absolute discretion to release Shares under an Award to the Participant;

	(b)		the date that is 2 ¹ / 2 months from the end of the Company’s first taxable year in which the Trustees determine in their absolute discretion to release Shares under an Award to a Participant.

5.		Manner of Release of Shares and rights of a Participant on release

5.1		If the Trustees determine that Shares shall be released to a Participant pursuant to clauses 4, 7 or 8, the Trustees shall as soon as reasonably practicable release to a Participant the number of Shares available for release under the Award determined in accordance with clauses 4, 7, 8 and 9 in such form and manner as the Trustees shall from time to time prescribe in which case:

	(a)		the Trustees shall inform the Participant of the release of Shares to him within 28 days of such release; and

	(b)		the Participant shall from the date of such determination become beneficially entitled to such Shares and shall have the right to receive all dividends paid to the Trustees on such Shares on or after their release (net of any tax payable on such dividends by the Trustees) and the right to direct the Trustees as to voting in respect of such Shares and the Trustees shall vote in accordance with any such instructions.

PROVIDED THAT:

	(a)		if the Trustees so require, the Participant shall enter into an election to be made jointly with his Employing Company pursuant to section 431 of the Income Tax (Earnings and Pensions) Act 2003 for the Shares to be treated as if they are not restricted securities for the purposes of Chapter 2, Part 7, Income Tax (Earnings and Pensions) Act 2003;

	(b)		subject to clause 5.2, the Participant shall pay in such manner as the Trustees may from time to time prescribe any such additional amount of which the Trustees may notify the Participant in respect of any deduction on account of tax or similar

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			liabilities as may be required by law which may arise on the release of Shares to him; and

	(c)		any Shares which are not so released shall cease to be available for release.

5.2		The Trustees may sell, or procure the sale of, such number of Shares which have been released to a Participant or in respect of which his Award is exercised to meet any obligation of the Trustees any member of the Group or any other person to deduct tax or employee’s social security contributions arising in respect of the release of Shares under his Award to the Participant.

5.3		The Trustees shall within 28 days after the date of the release of Shares to a Participant transfer or procure the transfer of the appropriate number of Shares to the Participant (or to his nominee at the Participant’s written direction) and shall procure delivery to the Participant (or to his nominee, as appropriate) of a definitive share certificate in respect thereof (or such other evidence of allotment and issue as may be prescribed by the Board where such allotment and issue is by means of a relevant system, as defined in Regulation 2(1) of the Uncertificated Securities Regulations 2001).

6.		Limitation on Release of Shares

		Subject to clauses 4, 7 and 8, Shares under an Award may be released to a Participant who has ceased to be an Eligible Employee.

7.		Release of Shares on cessation of employment

7.1		Subject to clauses 4.1, 4.4 and 4.5 and unless Shares under an Award may be released before its Release Date under clauses 7.2, 7.3, 7.4 and 8, Shares under an Award may only be released on or as soon as reasonably practicable after its Release Date. Any Award in respect of which Shares are not so released shall lapse.

7.2		Subject to clauses 4.1, 4.4, 4.5 and 9, if a Participant dies the Trustees may having first consulted the Board release to the Participant’s personal representatives his wife (or her husband), children under the age of 18 or step children under the age of 18 the Shares available for release under his Award as soon as reasonably practicable after the Participant’s death in accordance with clause 5. Any Award in respect of which Shares are not so released shall lapse.

7.3		Subject to clauses 4.1, 4.4, 4.5 and 9, if a Participant ceases to be employed by the Group by reason of:

	(a)		injury;

	(b)		disability;

	(c)		ill health;

	(d)		dismissal for redundancy within the meaning of the Employment Rights Act 1996;

	(e)		retirement on or after his Retirement Date;

	(f)		the company by which he is employed ceasing to be a member of the Group; or

	(g)		the undertaking in which he is employed being transferred to a transferee which is not a member of the Group,

the Trustees may having first consulted the Board release to the Participant the Shares available for release under his Award on or after the Release Date PROVIDED THAT if a Participant ceases to be employed by the Group before the Release Date other than by

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		reason of retirement on or after his Retirement Date the Trustees may in their absolute discretion having first consulted the Board release the Shares available for release under his Award to the Participant as soon as reasonably practicable after the date of such cessation. Any Award in respect of which Shares are not so released shall lapse.

7.4		Subject to clauses 4.1, 4.4, 4.5 and 9, if a Participant ceases to be employed by the Group for any reason other than one of the events specified in clauses 7.2 or 7.3, his Award shall lapse unless the Trustees in their absolute discretion, having first consulted the Board, determine otherwise in which case the Trustees may release to the Participant the Shares available for release under his Award on or after the Release Date in accordance with clause 5 PROVIDED THAT if a Participant ceases to be employed by the Group before the Release Date, the Trustees may in their absolute discretion, having first consulted the Board release the Shares available for release under his Award to the Participant as soon as reasonably practicable after the date of such cessation. Any Award in respect of which Shares are not so released or which is not so exercised shall lapse.

7.5		For the purposes of this clause 7, where a Participant’s employment is terminated without notice or on terms in lieu of notice it shall be deemed to cease on the date on which the termination takes effect and where such employment is terminated with notice it shall be deemed to cease upon the date on which that notice expires.

8.		Take-over and Liquidation

8.1		Clause 8.2 shall apply:

(a)

if any person obtains Control of the Company as a result of making:

	(i)		a general offer to acquire the whole of the issued share capital of the Company (other than that which is already owned by such person) made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

	(ii)		a general offer to acquire all the Shares (or such Shares as are not already owned by such person); or

(b)

8.2		Subject to clauses 4.1, 4.4, 4.5 and 9 the Trustees may release the Shares available for release under his Award to a Participant at any time during the appropriate period as defined in clause 8.3. Any Award in respect of which Shares are not so released shall lapse.

8.3		The appropriate period referred to in clause 8.2 is:

(a)

	(i)		six months after such date; and

	(ii)		30 days before the last date on which the person making the offer is permitted to issue a notice pursuant to section 979 of the Companies Act 2006; and

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(b)

in a case falling within clause 8.1(b), a period of six months commencing with the date when the Court sanctions the compromise or arrangement.

8.4		Subject to clauses 4.1, 4.4, 4.5 and 9, if the Company gives notice of a general meeting to consider a resolution for the voluntary winding up of the Company (the “ resolution ”) the Trustees shall release the Shares available for release under his Award to the Participant PROVIDED THAT any release of Shares under an Award pursuant to this clause 8.4 shall be conditional upon the resolution being duly passed. If the resolution is defeated or withdrawn, the Award shall be unaffected. If the Trustees release the Shares under his Award to a Participant pursuant to this clause 8.4 he shall be entitled to share in the assets of the Company with existing holders of the Shares in the same manner as if the Shares had been registered in his name before the resolution was passed.

8.5		Subject to clauses 4.1, 4.4, 4.5 and 9, if, in the opinion of the Trustees, the Company will be affected by any demerger, dividend in specie, special dividend or other transaction which will adversely affect the current or future value of any Award, the Trustees may depending on the form of the Award, acting fairly, reasonably and objectively, release the Shares available for release under all such Awards to Participants on such event happening.

8.6		On the commencement of any liquidation of the Company (subject to clause 8.4 and otherwise than in connection with a compromise or arrangement as referred to in clause 8.1(b)) the Award shall lapse.

9.		Extent to which Shares under an Award may be available for release on cessation of employment, take-over and liquidation

		If pursuant to clauses 7 or 8 the Trustees may release Shares to a Participant under his Award the maximum number of Shares which may be released by the Trustees under his Award is calculated in accordance with the following formula (rounded down to the nearest whole Share), unless the Trustees in their absolute discretion, having first consulted the Board, permit him to acquire a greater number of Shares.


		A		x		B C

10.		Variations in the Share Capital of the Company

10.1		Subject to clause 10.2, in the event of any increase or variation of the share capital of the Company (whenever effected) by way of capitalisation, rights issue, sub-division, consolidation or reduction of capital or any other method, the Trustees may make such adjustment as they consider appropriate to the number of Shares subject to any Award.

10.2		Any adjustment under clause 10.1 shall be subject to the Auditors confirming that such adjustment is in their opinion fair and reasonable.

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10.3		The Trustees shall give notice in writing to a Participant of any adjustment made pursuant to clause 10.1 as soon as practicable following the making of such adjustment. The Trustees shall be entitled to call in the deed evidencing the grant of an Award affected by such adjustment for endorsement or replacement as they may consider appropriate.

11.		Administration of the Plan

11.1		The Plan shall be administered by the Trustees whose decision on any matter connected with the Plan shall be final and binding.

11.2		The Trustees shall determine any dispute about the rights and obligations of any person under the Plan or any question concerning the construction or effect of the Plan or any other question in connection with the Plan and their determination shall be final and binding on all persons.

11.3		The Board may from time to time make recommendations to the Trustees with regard to the making of Awards, the choice of Participants, performance conditions or Release Dates. The Trustees shall consider all such recommendations but shall not be bound to follow such recommendations nor shall the Trustees be required to give reasons for any refusal to follow them.

12.		Amendment of the Plan

		The Trustees, having first consulted the Board, shall at any time be entitled to amend by resolution all or any of the provisions of the Plan.

13.		General Provisions

13.1		Terms of office or employment

		The rights and obligations of any Participant under the terms of his office or employment with any member of the Group shall not be affected by his participation in the Plan or any right which he may have to participate in it. The Plan shall not entitle a Participant to any right to continued employment or any additional right to compensation in consequence of the termination of his employment.

13.2		Tax and other similar liabilities

		Any liability of a Participant to taxation or social security contributions or similar liabilities in respect of an Award shall be for the account of the relevant Participant. The Trustees may make an Award and the transfer of Shares pursuant to it conditional on the Participant complying with arrangements specified by the Trustees for the payment of any taxation, employee’s social security contributions or employer’s social security obligations (including, without limitation, the deduction of taxation at source).

13.3		Auditors as experts

		In any matter in which they are required to act under the Plan, the Auditors shall be deemed to be acting as experts and not as arbitrators.

13.4		Notices

		Any notice or other communication under or in connection with the Plan may be given by personal delivery, electronically or by sending the same by post in the case of a company to its registered office, in the case of the Trustees, to their registered address and in the case of an individual to his last known address, or, where he is a director or employee of any member of the Group, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his

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		office or employment. Where a notice or other communication is given by first-class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped.

13.5		Regulation

		Every Award shall be subject to the condition that no Shares shall be released to or transferred to a Participant following the release of Shares under Award if such release or transfer would be contrary to any enactment or regulation for the time being in force of the United Kingdom or any other country having jurisdiction in relation thereto. The Trustees shall not be bound to take any action to obtain the consent of any government or authority to such transfer or to take any action to ensure that any such transfer shall be in accordance with any enactment or regulation if such action could in the opinion of the Trustees be unduly onerous.

13.6		Data Protection provisions

	(a)		The Company and the Trustees will store and process information about a Participant on their computers and in other ways. By “information about a Participant” the Company and the Trustees mean personal information they have obtained from the Participant, the Group employing company and any other Group companies or other organisations in anticipation of a Participant’s participation in the Plan and during the term of the Plan.

	(b)		The Company and the Trustees will use information about a Participant to manage and administer the Plan, give the Participant information about the Plan and his Award, to develop and improve their services to the Participant and other customers and to protect their interests. The Trustees agrees to apply the same levels of protection to information about a Participant as the Company is required to apply in the UK.

	(c)		The Company and the Trustees may give information about a Participant and his participation in the Plan to the following:

	(i)		a Participant’s Group employing company and it agents or service providers where disclosure is necessary to enable the Company or the Trustees to discharge their duties and obligations in the management and administration of the Plan (including any disclosure of information as may be necessary to enable the Group employing company to comply with the requirements of any relevant tax, social security or other governmental authority). (For the purposes of this clause “Group employing company” includes any company or other entity of the Group who may become the Participant’s employer during the term of the Plan and any other company or entity which has a duty to comply with any requirements imposed any relevant tax, social security or other governmental authority in connection with his participation in the Plan.)

	(ii)		people who provide a service to the Company or the Trustees or are acting as their agents on the understanding that they will keep the information confidential.

	(iii)		anyone to whom the Company or the Trustees transfers or may transfer its rights and duties under the Plan.

	(iv)		where the Company or the Trustees has a duty to do so or if the law allows the Company or the Trustees to do so (including any relevant tax, social security or other governmental authority)

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Otherwise the Company and the Trustees will keep information about a Participant confidential.

(d)

If the Company or the Trustees transfer information about a Participant to a service provider or agent in another country, they will procure that the service provider or agent agrees to apply the same levels of protection as the Company and the Trustees are required to apply in the UK and other EU jurisdictions and to use information about a Participant only for the purpose of providing the service to the Company or the Trustees.

13.7		Governing Law

		The Plan shall be governed and construed in accordance with English law.

14.		Termination of the Plan

		The Trustees may having first consulted the Board at any time suspend or terminate the operation of the Plan in which case no further awards will be granted but in other respects the provisions of the Plan will remain in force.

Lovells

Exhibit 5.1


				Lovells LLP
				Atlantic House
				Holborn Viaduct
				London EC1A 2FG
				T +44 (0) 20 7296 2000
				F +44 (0) 20 7296 2001 LDE 57

26 September 2008


Direct line +44 (0) 20 7296 2142				Our ref C1KK/2017997.3
louise.whitewright@lovells.com				Matter ref 001BB/57822

Barclays PLC
1 Churchill Place
Canary Wharf
London E14 5HP

Dear Sirs

We have acted as English solicitors to Barclays PLC (“Barclays”) in connection with the registration under the US Securities Act of 1933, as amended (the “Securities Act”), of 87,250,000 ordinary shares of £0.25 each of Barclays (the “Securities”) in connection with:

	(a)		the grant of options under the Barclays PLC Approved and Unapproved Incentive Share Option Plans ( “Approved ISOP” and “Unapproved ISOP”) and the Barclays PLC Renewed 1986 Executive Share Option Scheme (“ESOS”); and

	(b)		the making of awards under the Barclays PLC Executive Share Award Scheme (“ESAS”), the Barclays PLC Performance Share Plan (“PSP”), the Barclays Group Incentive Share Plan (“ISP”) and the Barclays Group Special Award Performance Share Plan (“SAPSP”).

Scope of Opinion

This opinion is limited to English law in force at the date hereof as applied by the English courts and is given on the basis that it will be governed by and construed in accordance with English law. We have made no investigation of the laws of any jurisdiction other than England and no opinion is expressed, or is to be implied, as to the laws of any such other jurisdiction, including in particular the laws of the State of New York and the Federal laws of the United States of America.

Documents Examined

For the purposes of this opinion, we have examined the documents listed in the Schedule to this letter.

Searches

We carried out an on-line search through the Companies House Direct Service on 26 September 2008 timed at 10.00 am of information available for inspection about Barclays, which revealed no order or resolution to wind up Barclays and no notice of the

Lovells LLP is a limited liability partnership registered in England and Wales with registered number OC323639 and is regulated by the Solicitors Regulation Authority of England and Wales. Registered office and principal place of business: Atlantic House, Holborn Viaduct, London EC1A 2FG.

The word “partner” is used to refer to a member of Lovells LLP, or an employee or consultant with equivalent standing and qualifications. A list of the members of Lovells LLP and of the non-members who are designated as partners, and of their respective professional qualifications, is open to inspection at the above address.

Lovells LLP and its affiliated businesses have offices in: Alicante Amsterdam Beijing Brussels Chicago Dubai Dusseldorf Frankfurt Hamburg Ho Chi Minh City Hong Kong London Madrid Milan Moscow Munich New York Paris Prague Rome Shanghai Singapore Tokyo Warsaw Associated offices: Budapest Zagreb



		- 2 -		26 September 2008

appointment of an administrator or receiver. We made a telephone enquiry to the Companies Court in London at about 12.14 pm on 26 September 2008 and were told there were no entries against Barclays on the registers of administration and winding up petitions.

Opinion

Subject as mentioned herein, we are of the opinion that:

	(a)		Barclays is a public limited company duly incorporated and validly existing under the laws of England;

	(b)		subject to and upon (i) the options under Approved ISOP, Unapproved ISOP, and ESOS being duly exercised and the Securities being duly allotted and issued by Barclays to participants in the relevant plans and (ii) the Securities being transferred to participants in ESAS by the trustee of the Barclays Group (ESAS) Employees’ Benefit Trust and to participants in PSP, ISP and SAPSP by the Barclays Group (PSP) Employees’ Benefit Trust, the Securities will be legally and validly issued and fully paid and not subject to calls for additional payments of any kind.

Assumptions

In this opinion letter, we have assumed that:

	(a)		Barclays has not passed a resolution for its winding-up and no proceedings have been instituted or steps taken for the winding-up of Barclays or the appointment of an administrator or receiver in respect of all or any assets of Barclays.

	(b)		No law (other than English law) affects any of the conclusions stated in this opinion letter.

Observations

We also make the following observations:

	(a)		the searches referred to in paragraph 4 above will not necessarily reveal whether or not a resolution has been passed, an appointment made or proceedings commenced since particulars of such matters are not required to be filed immediately but only within a specified period; and

	(b)		we have not conducted a search in any District Registry of the High Court or County Court where applications for administration orders and out of court appointments of administrators may also be filed, and accordingly this opinion is given on the assumption that such searches (if made) would not reveal any circumstances which would require amendment of this opinion.

Benefit of Opinion

We hereby consent to the filing of this opinion with the U.S. Securities and Exchange Commission (the “Commission”) as an exhibit to the Registration Statement relating to the Securities. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder. Save as aforesaid, this opinion is addressed to you on the understanding that it may not be transmitted to any person for any purpose, or quoted or referred to in any public document or filed with any government agency or other person without our prior written consent.

Yours faithfully

/s/ Lovells LLP



		- 3 -		26 September 2008

THE SCHEDULE

1.		The Memorandum and Articles of Association of Barclays and its Certificate of Incorporation and Certificate of Incorporation on Change of Name.

2.		The rules of the Approved ISOP.

3.		The rules of the Unapproved ISOP.

4.		The rules of the ESOS.

5.		The trust deed of the Barclays Group (ESAS) Employees’ Benefit Trust.

6.		The rules of ESAS.

7.		The trust deed of the Barclays Group (PSP) Employees’ Benefit Trust.

8.		The rules of PSP.

9.		The rules of ISP.

10.		The rules of SA PSP.

Lovells

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 7, 2008 and March 10, 2008 respectively, for:

Barclays PLC related to the financial statements and the effectiveness of Internal control over financial reporting; and

Barclays Bank PLC relating to the financial statements

which appear in the combined Annual Report on Form 20-F for Barclays PLC and Barclays Bank PLC for the year ended December 31, 2007.

Yours faithfully

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
London, England
29 September 2008

Exhibit 24.1

POWER OF ATTORNEY

Reference is hereby made to the proposed registration by Barclays PLC (“ Barclays ”) under the US Securities Act of 1933, as amended (the “ Securities Act ”), of ordinary shares to be issued, from time to time, by Barclays (the “ Shares ”) pursuant to the Barclays PLC Approved and Unapproved Incentive Share Option Plans, the Barclays PLC Executive Share Award Scheme, the Barclays PLC Renewed 1986 Executive Share Option Scheme, the Barclays PLC Performance Share Plan, Barclays Group Incentive Share Plan, the Barclays Group Special Award Performance Share Plan, and the Barclays Global Investors Equity Performance Plan. Such Shares will be registered on one or more registration statements on Form S-8 (each such registration statement, a “ Registration Statement ”) and filed with the US Securities and Exchange Commission (the “ SEC ”).

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints any Director of Barclays, the Company Secretary or the Deputy Company Secretary, and each of them, with full power to act alone, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his or her name, place and stead, in any and all capacities, to sign one or more Registration Statements, any and all amendments thereto (including post-effective amendments) and any subsequent registration statement in respect of the Shares that is to be effective upon filing by Barclays pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together, shall constitute one instrument.



Date:	By:
		Marcus Agius
		Chairman (Chairman of the Board)


Date: September 25, 2008	By:	/s/ John Varley
		John Varley
		Group Chief Executive (Board and Executive Committee member)


Date:	By:
		Robert E. Diamond Jr.
		President, Barclays PLC and CEO of Investment Banking and Investment Management (Board and Executive Committee member)


Date: September 25, 2008	By:	/s/ Christopher Lucas
		Christopher Lucas
		Group Finance Director (Board and Executive Committee member)


Date: September 25, 2008	By:	/s/ Frederik Seegers
		Frederik Seegers
		Chief Executive, Global Retail and Commercial Banking (Board and Executive Committee member)


Date:	By:
		David Booth
		Non-executive Director (Board member)


Date: September 25, 2008	By:	/s/ Richard Broadbent
		Sir Richard Broadbent
		Senior Independent Director (Board member)


Date: September 25, 2008	By:	/s/ Richard Leigh Clifford
		Richard Leigh Clifford, AO
		Non-executive Director (Board member)


Date: September 25, 2008	By:	/s/ Fulvio Conti
		Fulvio Conti
		Non-executive Director (Board member)


Date: September 25, 2008	By:	/s/ Sandra Dawson
		Professor Dame Sandra Dawson
		Non-executive Director (Board member)


Date: September 25, 2008	By:	/s/ Andrew Likierman
		Sir Andrew Likierman
		Non-executive Director (Board member)



Date:	By:
		Sir Michael Rake
		Non-executive Director (Board member)


Date: September 25, 2008	By:	/s/ Nigel Rudd
		Sir Nigel Rudd
		Deputy Chairman (Board member)


Date:	By:
		Stephen Russell
		Non-executive Director (Board member)


Date: September 25, 2008	By:	/s/ John Sunderland
		Sir John Sunderland
		Non-executive Director (Board member)


Date: September 25, 2008	By:	/s/ Patience Wheatcroft
		Patience Wheatcroft
		Non-executive Director (Board member)

Exhibit 24.2

POWER OF ATTORNEY

Reference is hereby made to the proposed registration by Barclays PLC (“ Barclays ”) under the US Securities Act of 1933, as amended (the “ Securities Act ”), of ordinary shares to be issued, from time to time, by Barclays (the “ Shares ”) pursuant to the Barclays PLC Approved and Unapproved Incentive Share Option Plans, the Barclays PLC Executive Share Award Scheme (including the Barclays New Joiners Share Award Plan), the Barclays PLC Renewed 1986 Executive Share Option Scheme, the Barclays PLC Performance Share Plan, the Barclays Group Incentive Share Plan, the Barclays Group Special Award Performance Share Plan, and the Barclays Global Investors Equity Performance Plan. Such Shares will be registered on one or more registration statements on Form S-8 (each such registration statement, a “ Registration Statement ”) and filed with the US Securities and Exchange Commission (the “ SEC ”).

KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints any Director of Barclays, the Company Secretary or the Deputy Company Secretary, and each of them, with full power to act alone, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign one or more Registration Statements, any and all amendments thereto (including post-effective amendments) and any subsequent registration statement in respect of the Shares that is to be effective upon filing by Barclays pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.



Date: September 29, 2008	By:	/s/ James Walker
		Name:	James Walker
		Title:	Authorized Representative in the United States

EXECUTED as a deed by

Bailhache Labesse Trustees Limited

acting by: