BARCLAYS PLC (Form: S-8, Received: 06/01/2010 16:22:33)

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

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

Barclays PLC Executive Share Award Scheme
Barclays PLC Performance Share Plan
Barclays Group Incentive Share Plan
Barclays Global Sharepurchase Plan
Barclays Group Share Value Plan
(Full Title of the Plan)

Martin Kelly
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 (4)
- To be issued under the Barclays PLC Executive Share Award Scheme (including the Barclays New Joiners Share Award Scheme)	259,500,000 shares	$	4.0911	$	1,061,634,046.84	$	75,694.51
- To be issued under the Barclays PLC Performance Share Plan	3,500,000 shares	$	4.0911	$	14,318,763.64	$	1,020.93
- To be issued under the Barclays Group Incentive Share Plan	25,000,000 shares	$	4.0911	$	102,276,883.13	$	7,292.34
- To be issued under the Barclays Global Sharepurchase Plan	5,000,000 shares	$	4.0911	$	20,455,376.63	$	1,458.47
- To be issued under the Barclays Group Share Value Plan	140,000,000 shares	$	4.0911	$	572,750,545.50	$	40,837.11
TOTAL	433,000,000 shares	$	4.0911	$	1,771,435,615.73	$	126,303.36


(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 Executive Share Award Scheme (including the Barclays New Joiners Share Award Scheme), the Barclays PLC Performance Share Plan, the Barclays Group Incentive Share Plan, Barclays Global Sharepurchase Plan and the Barclays Group Share Value 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 £2.8393 on May 25, 2010. The translation of pounds sterling into U.S. dollars has been made at the closing spot rate for pounds sterling, as reported by Bloomberg at 5pm, New York City time, on May 25, 2010. 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., $118,675.77 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 a portion of 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-4.4
EX-4.5
EX-4.6
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, 2009 (File No. 001-09246) filed with the SEC on March 19, 2010; and

(b)

our Current Reports on Form 6-K furnished to the SEC on April 30, 2010 and May 13, 2010, in each case 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. 333-153723).

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:

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

(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.

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(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.

(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.

The relevant provision of the Articles of Association of Barclays PLC in respect of indemnification of directors and officers is Article 147.

Article 147 of the articles of association of Barclays provides:

(147.1) To the extent permitted by the Act and without prejudice to any indemnity to which he may otherwise be entitled, 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 as a director or such other officer of the company) in relation to the company or its affairs provided that such indemnity shall not apply in respect of any liability incurred by him:

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

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

(147.1.3) 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

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

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

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

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(a) section 661(3) or (4) of the Act (acquisition of shares by innocent nominee); or

(b) section 1157 of the Act (general power to grant relief in case of honest and reasonable conduct).

(147.2) In article 147.1.4, 147.1.5 or 147.1.6 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:

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

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

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

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

(147.3) To the extent permitted by the Act and without prejudice to any indemnity to which he may otherwise be entitled, 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:

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

(147.3.2) 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

(147.3.3) 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 147.2 shall apply in determining when a conviction becomes final.

(147.4) Without prejudice to article 147.1 or any indemnity to which a director may otherwise be entitled, and to the extent permitted by the Act 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 661(3) or (4) of the Act (acquisition of shares by innocent nominee) or section 1157 of the Act (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.

(147.5) Where at any meeting of the board or a committee of the board any arrangement falling within article 147.4 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 106 and he shall not be so entitled to vote or be counted in the quorum.

(147.6) To the extent permitted by the Act, 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:

(147.6.1) a director, alternate director or secretary 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

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(147.6.2) trustee of a retirement benefits scheme or other trust in which a person referred to in article 147.6.1 above is or has been interested,

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		Articles of Association of Barclays PLC as amended (incorporated by reference to Barclays PLC’s Form 6-K (File No. 001-09246) filed with the SEC on May 13, 2010)

4.2		Rules of the Barclays PLC Executive Share Award Scheme (including the Barclays New Joiners Share Award Scheme) (incorporated by reference to Barclays PLC’s Form S-8 (File No. 333-153723) filed with the SEC on September 29, 2008)

4.3		Rules of the Barclays PLC Performance Share Plan (incorporated by reference to Barclays PLC’s Form S-8 (File No. 333-153723) filed with the SEC on September 29, 2008)

4.4		Rules of the Barclays Group Incentive Share Plan

4.5		Rules of the Barclays Global Sharepurchase Plan

4.6		Rules of the Barclays Group Share Value Plan

5.1		Opinion of Clifford Chance as to the validity of the ordinary shares

23.1		Consent of Clifford Chance (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; and

(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 reports filed with or furnished to

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the SEC by the registrant pursuant to Section 13 or Section 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 .

(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 SEC 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 June 1, 2010.


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 June 1, 2010.


Signature:		Title:

*		Chairman
Marcus Agius		(Chairman of the Board)

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

* Robert E. Diamond Jr.		President, Barclays PLC and CEO of Corporate and Investment Banking and Wealth Management
		(Board member)

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

*		Non-executive Director
David Booth		(Board member)

*		Deputy Chairman
Sir Richard Broadbent		(Board member)

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

*		Non-executive Director
Fulvio Conti		(Board member)

*		Non-executive Director
Simon Fraser		(Board member)

*		Non-executive Director
Reuben Jeffery III		(Board member)

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

*		Non-executive Director
Sir Michael Rake		(Board member)

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

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Signature:		Title:

Dambisa Moyo		Non-executive Director
		(Board member)

* Martin Kelly		Authorized Representative in the United States

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

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EXHIBIT INDEX


Exhibit No.		Description

4.1		Articles of Association of Barclays PLC as amended (incorporated by reference to Barclays PLC’s Form 6-K (File No. 001-09246) filed with the SEC on May 13, 2010)

4.2		Rules of the Barclays PLC Executive Share Award Scheme (including the Barclays New Joiners Share Award Scheme) (incorporated by reference to Barclays PLC’s Form S-8 (File No. 333-153723) filed with the SEC on September 29, 2008)

4.3		Rules of the Barclays PLC Performance Share Plan (incorporated by reference to Barclays PLC’s Form S-8 (File No. 333-153723) filed with the SEC on September 29, 2008)

4.4		Rules of the Barclays Group Incentive Share Plan

4.5		Rules of the Barclays Global Sharepurchase Plan

4.6		Rules of the Barclays Group Share Value Plan

5.1		Opinion of Clifford Chance as to the validity of the ordinary shares

23.1		Consent of Clifford Chance (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 4.4

Rules of the Barclays Group Incentive share Plan

Adopted by the Trustees of the Barclays Group (PSP) Employees’ Benefit Trust
on 14 February 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 responsibilities 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 995 of the Income Tax Act 2007 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 ” means a transfer of Shares by the Trustees to a Participant, the grant by the Trustees to a Participant of a right to acquire Shares or the grant by the Trustees to a Participant of an interest in Shares in accordance with the rules of the Plan and “ released ” shall be construed accordingly ^* ;

		“ 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 1159 of the Companies Act 2006;

		“ 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.


*		Note: this definition was added to the rules of the Plan on 13 May 2010 to facilitate, inter alia, the grant of nil-cost options to Brazilian participants who are not US Citizens. Participants other than Brazilian participants may be granted nil-cost options except that normally no US Citizen may be granted a nil-cost option.

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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.

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, 4.5 and 7 the Trustees shall on any Release Date or if there is a corporate event as described in clause 8, determine having first consulted the Board whether or not, the Participant is an employee of the Barclays Group.

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4.2		Subject to clauses 4.4, 4.5 and 7, if the Trustees determine on any Release Date that clause 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.

4.3		Subject to clauses 4.4, 4.5 and 7, 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 in the Award Letter 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 by way of the transfer of Shares to a 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 by way of the transfer of Shares 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;

	(b)		the Participant shall, unless Shares are released by way of the grant of a right to acquire or interest in Shares, 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; and

	(c)		if Shares are released to a Participant by way of the grant of a right to acquire or an interest in Shares, the Trustees shall grant such right or interest with effect

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from the date of such determination and on such terms as the Trustees may determine in their absolute discretion.

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 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, unless Shares are released by way of the grant of a right to acquire or interest in Shares, 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 4.4 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 4.4, 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 4.4, 4.5 and 9, if a Participant ceases to be employed by the Group by reason of:

	(a)		injury;

	(b)		disability;

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	(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 4.4, 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)

if under section 899 of the Companies Act 2006 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.

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.

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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 979 of the Companies Act 2006; 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 taxation, employee’s social security contributions or employer’s social security obligations (including, without limitation, the deduction of taxation at source).

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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 or rights to acquire or interests over Shares granted to a Participant following the release of Shares under Award if such release, transfer or grant 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 release, transfer or grant or to take any action to ensure that any such release, transfer or grant 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

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			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.

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contents


Clause	Page No
1. Definitions and Interpretation		1
2. Grant of Awards		3
3. Dividends		3
4. Release of Shares and Release of Shares on the Release Date		3
5. Manner of Release of Shares and rights of a Participant on release		4
6. Limitation on Release of Shares		5
7. Release of Shares on cessation of employment		5
8. Take-over and Liquidation		6
9. Extent to which Shares under an Award may be available for release on cessation of		7
employment, take-over and liquidation
10. Variations in the Share Capital of the Company		8
11. Administration of the Plan		8
12. Amendment of the Plan		8
13. General Provisions		8
14. Termination of the Plan		10

Hogan Lovells

Barclays PLC

Rules

of the

Barclays Group
Incentive Share Plan

αβχ

Hogan Lovells

Exhibit 4.5



		CLIFFORD CHANCE LLP

BARCLAYS PLC

BARCLAYS GLOBAL SHAREPURCHASE PLAN

Approved by the Board of the Company on 5 June 2009

Amended on behalf of the Share Schemes Committee on 26 May 2010

CONTENTS


	Page
RULE
1. DEFINITIONS		1

2. INVITATIONS TO PARTICIPATE IN THE PLAN		7

3. PARTICIPATION – VESTING PERIOD,RETIREMENT AGE AND GROUP PLANS TREATED AS A SINGLE PLAN		8

4. FREE SHARES		8

5. PARTNERSHIP SHARES		9

6. MATCHING SHARES		11

7. DIVIDENDS AND DIVIDEND SHARES		12

8. LIMITS ON PARTICIPATION		13

9. REGULATORY AND TAX ISSUES		15

10. LEAVERS		15

11. SHARES		16

12. RIGHTS ISSUES, CAPITALISATION ISSUES AND OTHER VARIATIONS OF CAPITAL		17

13. RECONSTRUCTION AND TAKEOVER		18

14. VOTING RIGHTS AND DIRECTIONS		19

15. SCRIP DIVIDENDS		19

16. FRACTIONAL ENTITLEMENTS		19

17. CIRCULARS AND NOTICES		20

18. DISPOSALS AND PAYMENTS		20

19. AMENDMENT OF THE PLAN		20

20. DISPUTES		21

21. NOTICES		21

22. TERMS OF EMPLOYMENT		22

23. THIRD PARTIES		22

24. BENEFITS NOT PENSIONABLE		22

25. DATA PROTECTION		22

26. GOVERNING LAW		22

SCHEDULE 1 - ITALIAN SUB-PLAN		23

SCHEDULE 2 – US SUB-PLAN		24



		CLIFFORD CHANCE LLP

1.		DEFINITIONS

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

		“ Acquisition Date ” means:

	(a)		in relation to Partnership Shares, the date selected by the Nominee in its absolute discretion being a date within 30 days (or such other period as may be selected by the Board) after the last date on which the Partnership Share Money in relation to the Partnership Shares was contributed by the Participant; and

	(b)		in relation to Dividend Shares, the date selected by the Nominee in its absolute discretion being a date within 30 days (or such other period as may be selected by the Board) after the date on which the cash dividend is received by the Nominee in respect of Partnership Shares.

		“ ADS ” means an American Depositary Share being an authorised depositary security representing for the time being 4 Shares in the Company and being evidenced by an authorised depositary receipt issued by the ADS Issuer and quoted on the New York Stock Exchange;

		“ ADS Issuer ” means JP Morgan Chase Bank, N.A. or such other bank as the Company may from time to time appoint to issue authorised depositary receipts;

		“ 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 Shares by or on behalf of employees or directors;

		“ Associated Company ” has the meaning set out in Rule 1.2;

		“ Award ” means:

	(a)		in relation to Free Shares and/or Matching Shares the grant of a RSU in relation to such Shares (or, if the Board so determines, ADSs) in accordance with the Plan; and

	(b)		in relation to Partnership Shares and/or Dividend Shares, the acquisition of such Shares (or, if the Board so determines, ADSs), in accordance with the Plan

		and the expression “Awarded” and “Award Date “shall be construed accordingly;

		“ BGI ” means Barclays Global Investors UK Holdings Limited;

		“ BGI Plan ” means the Barclays Global Investors Equity Ownership Plan;

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

		“ Board ” means the board of directors of the Company or a duly authorised committee of the Board;

		“ Capital Receipt ” means in respect of a Participant’s Plan Shares, any money or money’s worth except to the extent that:

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	(a)		it constitutes income in the hands of the recipient for the purposes of income tax;

	(b)		it consists of the proceeds of disposal of the Plan Shares in respect of which it is received; or

	(c)		it consists of New Shares;

		“ Company ” means Barclays PLC (registered in England and Wales with registered number 48839);

		“ Connected Company ” means:

	(a)		a company which Controls or is Controlled by the Company or which is Controlled by a company which also Controls the Company; or

	(b)		a company which is a member of a consortium owning the Company or which is owned in part by the Company as a member of a consortium;

“ Control ”, together with related expressions, means, in relation to a company (“ company A ”), the power of a person to secure:

	(a)		by means of the holding of shares or the possession of voting power in relation to that or any other company; or

	(b)		as a result of any powers conferred by the articles of association or other document regulating that or any other company,

		that the affairs of company A are conducted in accordance with the person’s wishes;

		“ Dealing Day ” means:

	(a)		where Shares are acquired by the Nominee, a day on which transactions take place on the London Stock Exchange; and

	(b)		where ADSs are acquired by the Nominee, a day on which transactions take place on the New York Stock Exchange;

“ Dividend Shares ” means Shares, including fractions of Shares, which are acquired on behalf of a Participant by the Nominee using cash dividends received in respect of the Participant’s Plan Shares and reinvested in accordance with Rule 7 for the time being held by the Nominee on his behalf pursuant to the Plan and which are:

	(a)		of the same class and carry the same rights as the Plan Shares in respect of which the cash dividend is paid; and

	(b)		not subject to forfeiture

		and where the context so admits includes any New Shares held by the Nominee on behalf of the Participant pursuant to the Plan;

		“ Eligible Employee ” means any person who:

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	(a)		is an employee of a Participating Company in a Participating Jurisdiction on the Qualifying Date, or if (in relation to Partnership Shares) the Qualifying Date is not the Acquisition Date, is an employee of a Participating Company on the Acquisition Date;

	(b)		is not eligible at the same time to participate in an award of shares under a UK tax-approved share incentive plan established by any member of the Group; and

	(c)		has on the Qualifying Date such Qualifying Period (if any) of continuous employment with the Company or any Qualifying Company as the Board may determine;

		“ Free Shares ” means Shares, including fractions of Shares, in respect of which a RSU has been granted to a Participant;

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

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

		“ Initial Market Value ” means:

(a)

if and for so long as the Shares are admitted to the Official List of the UK Listing Authority, in relation to Partnership Shares and Dividend Shares which are:

	(i)		acquired wholly or partly by the Nominee by subscription, the average of the middle market quotations of a Share as derived from the Daily Official List of the UK Listing Authority over the period of five consecutive Dealing Days ending immediately before the Acquisition Date as determined by the Nominee; or

	(ii)		acquired by the Nominee by purchase, the average purchase price per Share paid by the Nominee (excluding the costs of purchase and stamp duties) to purchase Shares on the Acquisition Date; or

	(iii)		acquired by the Nominee by subscription and/or by purchase, such value per Share calculated on such other basis as may be determined by the Nominee and agreed with the Company;

	(b)		in the case of Partnership Shares and/or Dividend Shares Awarded as ADSs quoted on the New York Stock Exchange, the provisions of (a) shall apply but with the relevant price(s) being the closing price(s) of ADSs on the New York Stock Exchange;

	(c)		if the Shares are not admitted to the Official List of the UK Listing Authority (or, as the case may be, ADSs are not traded on the New York Stock Exchange), in relation to Partnership Shares and Dividend Shares, on any day the market value of a Share (or an ADS) determined in accordance with the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992;

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

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

		“ Matching Shares ” means Shares, including fractions of Shares, in respect of which a RSU has been granted to a Participant in connection with an Award of Partnership Shares;

		“ New York Stock Exchange ” means The New York Stock Exchange, Inc.;

		“ New Shares ” means:

	(a)		shares or other securities acquired in respect of Plan Shares where such shares or securities are equated with the Plan Shares for the purposes of UK capital gains tax; or

	(b)		shares or other securities that would fall within paragraph (a) above but for the fact that they consist of or include a qualifying corporate bond for UK capital gains tax purposes;

		“ Nominee ” means, as the context requires, the person holding Shares for the purposes of the Plan or the person acting as administrator of the Plan, in each case being such person or persons as may be selected by the Board from time to time;

		“ Participant ” means any Eligible Employee to whom the Nominee has Awarded Shares;

		“ Participating Company ” means the Company and any Subsidiary which participates in the Plan and which is bound by the provisions of the Plan;

		“ Participating Jurisdiction ” means a jurisdiction in which the Board has determined that invitations to participate in the Plan will be issued under Rule 2;

		“ Partnership Shares ” means Shares, including fractions of Shares, which are acquired on behalf of a Participant by the Nominee under Rule 5 and are registered in the name of the Nominee (or any other person nominated by the Board) to be held by the Nominee on behalf of the Participant pursuant to the Plan and where the context so admits includes any New Shares held by the Nominee on his behalf pursuant to the Plan;

		“ Partnership Share Agreement ” means an agreement in such form as determined by the Board from time to time made between the Company, the Nominee and an Eligible Employee under which:

	(a)		the Eligible Employee authorises the Company to deduct (or procure that his employing Participating Company deducts) part of his Salary for the acquisition of Partnership Shares; and

	(b)		the Company agrees to give effect to the agreement by making (or procuring that the relevant Participating Company makes) deductions from such employee’s Salary of such amount and at such intervals as may be agreed from time to time (subject to the limits in Rule 5.2) and undertakes to arrange for the acquisition of Partnership Shares by the Nominee on behalf of the Eligible Employee in accordance with the Plan using the amounts so deducted; or

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(c)

the Eligible Employee otherwise agrees to make payments for the acquisition of Partnership Shares (subject to the limits in Rule 5.2) on terms approved by the Company

		(all such deductions or payments being referred to as “contributions” (or related expressions) in the Rules);

		“ Partnership Share Money ” means amounts contributed by an Eligible Employee under the terms of a Partnership Share Agreement;

		“ Plan ” means the Barclays Global Sharepurchase Plan;

		“ Plan Shares ” means Free Shares, Matching Shares, Partnership Shares and Dividend Shares (but, in the case of Free Shares and Matching Shares, only on or after the date of Vesting of such Shares);

		“ Qualifying Company ” means a company that:

	(a)		is a Participating Company at the end of the Qualifying Period; or

	(b)		when the individual was employed by it was a Participating Company or an Associated Company of the Participating Company or of any other Qualifying Company;

“ Qualifying Date ” means the date on which eligibility to participate in the Plan is determined being, in the case of Partnership Shares or Matching Shares, the date that Partnership Share Money is contributed in respect of the Partnership Shares, and, in the case of Free Shares, the Award Date or subject to the definition of “Qualifying Period” such other date determined by the Nominee;

		“ Qualifying Period ” means, in the case of Partnership Shares with or without Matching Shares and Free Shares, a period of not more than 18 months ending with (a) the contribution of the Partnership Share Money relating to the Partnership Shares in the case of Partnership Shares and Matching Shares and (b) the Award Date in the case of Free Shares, but in each case so that in respect of an Award the same Qualifying Period applies to all Eligible Employees;

		“ Reconstruction or Takeover ” means any of the following transactions which affect Plan Shares:

	(a)		an offer for any of the Participant’s Plan Shares if the acceptance or agreement of the offer will result in New Shares being acquired in respect of such Plan Shares;

	(b)		a transaction affecting the Participant’s Plan Shares, or such of them as are of a particular class, if the transaction would be entered into as a result of a compromise, arrangement or scheme applicable to or affecting:

(i)

all the ordinary shares in the capital of the Company or, as the case may be, all the shares of the class in question; or

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(ii)

all the shares, or all the shares of the class in question, which are held by a class of shareholders identified otherwise than by reference to their employment or their participation in the Plan; or

(c)

an offer for the Participant’s Plan Shares of:

	(i)		cash, with or without assets, or

	(ii)		a qualifying corporate bond for UK capital gains tax purposes (whether alone or with other assets or cash or both)

if the offer forms part of a general offer that is made:

	(iii)		to holders of shares of the same class as the Participant’s Plan Shares or to holders of Shares; and

	(iv)		in the first instance on a condition such that if it is satisfied the person making the offer will have control of the Company within the meaning of section 416 of ICTA;

		“ Relevant Amount ” means £3,000 or such other amount as may be prescribed from time to time in the UK SIP;

		“ RSU ” means a restricted share unit granted by the Company, being a conditional right to acquire Free Shares or Matching Shares;

		“ Rules ” means the rules of the Plan as amended from time to time;

		“ Salary ” means (a) the pre-tax cash earnings of the Participant’s employment for the purposes of the 10 per cent limit specified in Rule 5.2, or (b) in all other cases, the post-tax cash earnings of the Participant’s employment, with, in each case, the reference to employment being to the employment by reference to which the Participant is eligible to participate in the Plan;

		“ Share ” means an ordinary share in the capital of the Company or, where the context permits, New Shares;

		“ Subsidiary ” means any company which is for the time being under the Control of the Company and which is a subsidiary within the meaning given by section 1159 of the Companies Act 2006;

		“ Tax Liability ” means any amount of tax or social security contributions for which any Participant would or may be liable and for which any member of the Group would or may be obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant authority;

		“ 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;

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		“ UK SIP ” means the Barclays Group Share Incentive Plan dated 10 January 2002 and approved by HM Revenue & Customs on 14 January 2002;

		“ Vesting ”, together with related expressions, means in relation to Free Shares and/or Matching Shares a Participant becoming entitled to have a whole number of such Shares transferred to him (or his nominee) subject to the Rules, together with a cash sum in respect of any such fractional Shares;

		“ Vesting Period ” in relation to Free Shares and/or Matching Shares means the period specified by the Board after which a Participant shall be entitled to have a whole number of such Shares transferred to him (or his nominee) subject to the Rules, together with a cash sum in respect of any such fractional Shares.

1.2

One company is an Associated Company of another company at a given time if:

	(a)		one has control of the other; or

	(b)		both are under the control of the same person or persons (control for these purposes being defined by reference to Sections 416(2) to 416(6) of ICTA).

1.3		Any reference to Shares shall, where the context so permits or requires, be deemed to be a reference to ADSs.

1.4		For the purposes of a Participant’s compliance with the individual participation limits referred to in the proviso to Rule 4.2 (limit on the maximum aggregate Initial Market Value of all Free Shares which may be Awarded), Rule 5.2 (limits on the maximum amount of Partnership Share Money) and Rule 7.3 (limit on cash dividends that may be reinvested), the Board shall from time to time set an exchange rate between the relevant local currency and sterling and shall stipulate the period during which such exchange rate shall apply.

1.5		References to any statutory provisions are to those provisions as amended, extended or re-enacted from time to time and shall include any regulations made thereunder and, unless the context otherwise requires, words in the singular include the plural (and vice versa) and words importing any gender include all genders.

2.		INVITATIONS TO PARTICIPATE IN THE PLAN

2.1		Subject to Rule 9, the Board may at any time and from time to time in its absolute discretion resolve that the Plan shall be operated or shall cease to be operated in respect of any or all of Free Shares, Partnership Shares, Matching Shares or Dividend Shares (or, in each such case, ADSs in the case of US Participants) in accordance with the provisions of the Plan.

2.2		If the Board exercises its discretion in Rule 2.1 and resolves to operate the Plan then, unless otherwise determined by the Board:

(a)

the Board shall invite every Eligible Employee to participate in the Plan on the same terms in respect of any Award and every Eligible Employee who participates in the Plan shall do so on the same terms; and

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(b)

the Board shall issue an invitation in accordance with the Rules (in such form as the Board shall determine from time to time) to:

	(i)		each Eligible Employee who is not a Participant; and

	(ii)		if applicable, to each Eligible Employee who has since the Plan was operated, revoked a notice previously served by him under Rule 2.3; and

	(iii)		all employees who at the next Qualifying Date are expected to be Eligible Employees,

and an Eligible Employee may (1) accept the opportunity to acquire Partnership Shares and/or Matching Shares by submitting a completed Partnership Share Agreement by the date specified in the letter of invitation or (2) accept an Award of Free Shares in such manner (if any) as the Board may prescribe. If the completed Partnership Share Agreement (or, if applicable, a form of acceptance in relation to Free Shares) is not submitted by the date specified in the invitation, the Eligible Employee shall be deemed to have declined to participate in the Plan at that time.

2.3		An individual may by notice given to the Company on terms acceptable to the Company before an Acquisition Date direct that Partnership Shares shall not be Awarded to him or acquired on his behalf on that Acquisition Date or on any subsequent Acquisition Date. A notice given by an individual under this Rule may be revoked by that individual giving the Company a notice of revocation.

3.		PARTICIPATION – VESTING PERIOD, RETIREMENT AGE AND GROUP PLANS TREATED AS A SINGLE PLAN

3.1		The Board shall specify a Vesting Period in respect of each Award of Free Shares or Matching Shares. Such Vesting Period shall be specified in the Partnership Share Agreement (in the case of Matching Shares) or in the Award grant documentation (in the case of Free Shares) PROVIDED THAT:

	(a)		the Board may specify different Vesting Periods from time to time;

	(b)		unless otherwise determined by the Board, the Vesting Period must be the same for all Free Shares or Matching Shares Awarded at the same time; and

	(c)		unless otherwise specified by the Board, the Vesting Period shall be three years.

3.2		If an Eligible Employee participates in an Award under the Plan in a calendar year in which he has already participated in an award of shares under the UK SIP or other similar share incentive plans established by the Company or a Connected Company, then the limits specified in the proviso to Rule 4.2, Rule 5.2 and Rule 7.3 apply as if the Plan and the other plan or plans were a single plan.

4.		FREE SHARES

4.1		If the Board in its absolute discretion resolves that the Plan shall be operated in respect of Free Shares the Board shall determine the maximum value of Awards to be granted over Free Shares on every occasion on which the Board decides to operate the Plan in respect of Free Shares and shall notify the Participating Companies accordingly.

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4.2

Subject to any reduction or limit imposed by Rule 8, the number of Free Shares to be Awarded to each Eligible Employee on any Award Date shall be determined by the Board in accordance with any one or more of the following formulae:

	(a)		each Eligible Employee shall receive a fixed number of Free Shares or a number of Shares with an Initial Market Value equal to a fixed sum;

	(b)		each Eligible Employee shall receive Free Shares having an Initial Market Value equal to such percentage of his remuneration as the Board shall determine;

	(c)		each Eligible Employee shall receive a number of Free Shares depending on his length of service with a Qualifying Company;

	(d)		each Eligible Employee shall receive a number of Free Shares depending on the number of hours worked; or

	(e)		if the Board decides that performance allowances are to be used each Eligible Employee shall receive a number of Free Shares which is conditional on performance targets and measures notified as soon as practicable to each Eligible Employee having been met

PROVIDED THAT (a) the aggregate Initial Market Value of all Free Shares which may be Awarded to any Participant in any calendar year shall not exceed the Relevant Amount; and (b) where the number of Free Shares depends on more than one of the formulae in sub-paragraphs (b), (c) and (d) above, each factor must give rise to a separate entitlement and the total entitlement is the sum of those separate entitlements.

4.3		The Participating Companies shall provide such sums as may be requested by the Company to purchase Shares to be Awarded to Eligible Employees as Free Shares pursuant to this Rule.

5.		PARTNERSHIP SHARES

5.1		The Board may from time to time in its absolute discretion invite Eligible Employees to acquire Partnership Shares. To participate in an Award of Partnership Shares, each Eligible Employee must first enter into a Partnership Share Agreement with the Company and the Nominee in respect of contributions to be made by the Eligible Employee.

5.2		The amount of Partnership Share Money which may be contributed by an Eligible Employee must not exceed the lowest of:

	(a)		£1,500 in any calendar year (or the equivalent in local currency which may, if the Board so permits, be rounded up to such local currency amount as the Board decides provided that such amount shall not be materially greater than £1,500);

	(b)		10% of the Eligible Employee’s Salary for the calendar year; and

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		CLIFFORD CHANCE LLP

(c)

such lower limit as may be specified by the Board from time to time,

		and each contribution shall not be less than £10 or the equivalent in local currency which may, if the Board so permits, be rounded up to such local currency amount as the Board decides provided that such amount shall not be materially greater than £10 (or such other minimum amount specified by the Board from time to time).

5.3		Partnership Share Money must be paid to the Nominee, once contributed to the Company or any Participating Company, as soon as practicable.

5.4		Partnership Share Money shall be held by the Nominee in a non-interest-bearing account until it is applied in acquiring Partnership Shares on behalf of the relevant Eligible Employee.

5.5		Partnership Share Money shall be applied by the Nominee in the acquisition of Partnership Shares on behalf of the relevant Eligible Employee on the Acquisition Date.

5.6		The Company may specify a maximum number of Shares over which Awards of Partnership Shares may be made on any one occasion. The Partnership Share Agreement shall require the Company to notify relevant Eligible Employees of any such maximum before the contribution of Partnership Share Money in respect of that Award.

5.7		If the Company receives applications for Partnership Shares in excess of the maximum determined by the Board in accordance with Rule 5.6 the Board shall adjust individual applications downwards either:

	(a)		on a pro-rata basis; or

	(b)		on such other basis as the Board may determine

PROVIDED THAT

	(i)		if possible, each applicant who so wishes should be able to participate at least to the extent represented by the minimum monthly amount pursuant to Rule 5.2;

	(ii)		if there are insufficient Shares available to allow full participation based on the minimum monthly amount, then participation based on such minimum monthly amount shall be afforded to those applicants who are selected at random in a ballot conducted by the Board.

5.8		The number of Partnership Shares Awarded to each Eligible Employee shall be determined in accordance with their Initial Market Value. As soon as practicable after any Partnership Shares have been acquired by the Nominee on behalf of a Participant, the Nominee shall notify the Participant (in such form as determined by the Nominee from time to time) of the acquisition specifying the number and description of those Shares, the amount of Partnership Share Money applied by the Nominee in the acquisition and their Initial Market Value.

5.9		Subject to any Tax Liability, Partnership Shares may be withdrawn from the Plan at any time but on the basis that any Award of Matching Shares granted to a Participant in connection with the withdrawn Partnership Shares shall thereupon automatically lapse to the extent that such Award has not Vested at that time.

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5.10		A Participant may at any time give notice to the Company to stop contributions pursuant to a Partnership Share Agreement. A Participant may subsequently give notice to the Company to restart contributions by giving notice to the Company. Where a notice is received stopping contributions, contributions will be stopped no later than 30 days following the date of receipt unless a later date is specified in the notice. Where a notice to re-start contributions is received, contributions will be restarted no later than the first contribution due following 30 days from the date of receipt of the notice unless a later date is specified in the notice.

5.11		The Company may at any time give notice to the Participant to stop contributions pursuant to a Partnership Share Agreement to acquire Partnership Shares. The Company may subsequently give notice to the Participant to restart contributions. Where a notice is given stopping contributions, contributions will be stopped no later than 30 days following the date the notice is given unless a later date is specified in the notice. Where a notice to restart contributions is given, contributions will be restarted no later than the first contribution due following 30 days from the date the notice is given unless a later date is specified in the notice.

5.12		For so long as any Partnership Shares are admitted to the Official List of the UK Listing Authority and held by the Nominee, a Participant may only sell any such Shares on the London Stock Exchange by arrangements made with the Nominee. The same principle shall apply to ADSs traded on the New York Stock Exchange.

5.13		A Participant may withdraw from a Partnership Share Agreement at any time by notice to the Company. Unless a later date is specified, any such notice shall take effect 30 days from the date of receipt.

5.14		If a Participant withdraws from a Partnership Share Agreement, the Nominee shall return all Partnership Share Money held by the Nominee to the relevant Eligible Employee as soon as practicable.

6.		MATCHING SHARES

6.1		If the Board from time to time in its absolute discretion decides to offer Matching Shares in conjunction with an invitation to acquire Partnership Shares in accordance with Rule 5, the following provisions shall apply.

6.2		The Participating Companies shall provide such sums as may be requested by the Company to purchase Shares to be Awarded to Eligible Employees as Matching Shares pursuant to this Rule.

6.3		The number of Matching Shares to be awarded by way of the grant of RSUs to each Eligible Employee on the occasion on which Partnership Shares are acquired on behalf of each such Eligible Employee shall be calculated by applying the ratio specified in the Partnership Share Agreement which shall, unless the Board determines otherwise, be the same for all Eligible Employees for that Award to the number of Partnership Shares to be acquired on that occasion PROVIDED THAT the ratio shall not exceed two Matching Shares for each Partnership Share.

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		acquired on that occasion PROVIDED THAT the ratio shall not exceed two Matching Shares for each Partnership Share.

6.4		Unless the Board determines otherwise, Matching Shares shall be Awarded at the same time (so far as possible) as the Partnership Shares to which they relate are Awarded and on the same basis to all Eligible Employees who participate in the Award.

6.5		As soon as practicable after any Matching Shares have been awarded to a Participant, the Nominee shall give details thereof to that Participant.

7.		DIVIDENDS AND DIVIDEND SHARES

7.1		The Board may from time to time, in its absolute discretion, direct that:

	(a)		all cash dividends received in respect of Partnership Shares and/or Dividend Shares and/or Free Shares and/or Matching Shares (as the Board decides) must be reinvested in acquiring more Shares; or

	(b)		cash dividends received in respect of Partnership Shares and/or Dividend Shares and/or Free Shares and/or Matching Shares (as the Board decides) of those Participants who so elect must be reinvested by the Nominee in acquiring more Shares on behalf of those Participants.

7.2		If Rule 7.1(a) applies or a Participant makes an election under Rule 7.1(b), any cash dividend received by the Nominee in respect of the relevant Plan Shares held on behalf of a Participant shall, subject to Rule 7.3, be applied by the Nominee in acquiring more Shares on his behalf on the Acquisition Date and the number of Dividend Shares acquired on his behalf shall be determined by the Nominee in accordance with their Initial Market Value.

7.3		The amount of cash dividends that may be reinvested under Rule 7.2 shall not exceed £1,500 in a calendar year. To the extent the cash dividends received by the Nominee in respect of the relevant Plan Shares held on behalf of a Participant exceed this limit, the Nominee shall pay the excess to the Participant as soon as practicable.

7.4		As soon as practicable after any Dividend Shares have been acquired on behalf of a Participant, the Nominee shall notify the Participant (in such form as the Nominee shall determine from time to time) of the acquisition specifying the number and description of those Shares, their Initial Market Value and any amount of uninvested cash dividends held by the Nominee on behalf of the Participant.

7.5		The Nominee shall reinvest dividends in a way that is fair and equal between Participants.

7.6		If the Board does not make a direction under Rule 7.1(a) or a Participant does not make an election under Rule 7.1(b), the Nominee shall pay the cash dividend or any balance thereof to the Participant as soon as practicable.

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7.7		The Board may from time to time in its absolute discretion by notice given to all Eligible Employees revoke a direction given under Rule 7.1 in which case any election made by a Participant under Rule 7.1(b) would immediately cease to have effect.

7.8		A Participant may at any time by notice to the Company request that his Dividend Shares be removed from the Plan. Unless a later date is specified, any such notice shall take effect 30 days from the date of receipt.

7.9		For so long as any Dividend Shares are admitted to the Official List of the UK Listing Authority and held by the Nominee, a Participant may only sell any such Shares on the London Stock Exchange by arrangements made with the Nominee. The same principle shall apply to ADSs traded on the New York Stock Exchange.

7.10		Subject to Rule 7.11, any Award of Free Shares and/or Matching Shares may be granted on terms whereby the number of Shares comprised in the Award shall increase by deeming dividends (excluding special dividends, unless the Board decides otherwise) paid on the Shares from the Award Date to Vesting to have been reinvested in additional Shares on such terms (as to the inclusion or exclusion of any dividend tax credit, the price at which any additional Shares shall be deemed to have been purchased or otherwise) as the Board shall decide.

7.11		The Board may determine that, in respect of any Award of Free Shares and/or Matching Shares, a Participant may either:

	(a)		be entitled to receive a benefit on the Vesting of such an Award determined by reference to the value of all or any of the dividends (excluding special dividends, unless the Board determines otherwise) paid on the Shares from the Award Date to Vesting and on the basis that such benefit may (i) be provided in cash or Shares and (ii) include or exclude any dividend tax credits (in each case, at the Board’s discretion); or

	(b)		not be entitled to receive any benefit related to such dividends.

8.		LIMITS ON PARTICIPATION

8.1		The number of Free Shares and Matching Shares to be Awarded to an Eligible Employee shall be reduced in accordance with the provisions of Rule 8.3 if the total number of unissued Free and Matching Shares Awarded under the Plan:

	(a)		in that calendar year would otherwise exceed one per cent. of the Company’s ordinary share capital then in issue; and/or

	(b)		during the previous ten years when aggregated with any other Shares issued or capable of being issued under Any Other Plan during such period would otherwise exceed ten per cent of the Company’s issued ordinary share capital then in issue.

PROVIDED THAT for the purpose of applying the limit set out in Rule 8.1(b) the number of Free and Matching Shares which may be Awarded under the Plan shall be

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		CLIFFORD CHANCE LLP

		reduced by the number of notional Shares determined by the Board in the manner set out in Rule 8.2.

8.2		For the purposes of the proviso to Rule 8.1:

	(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 PLC 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 notional number of 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:

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

	(ii)		on the date of any determination by the Board for the purposes of this Rule 8.2;

			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 Rule 8.1.

8.3

If it is not possible to Award to all Eligible Employees Free Shares and/or Matching Shares to meet the allocation basis described in Rule 4.2 because of any provision of this Rule 8, the number of Free Shares and/or Matching Shares to be Awarded to each Eligible Employee shall be scaled down on a pro rata basis or in such other manner as may be determined by the Board.

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		CLIFFORD CHANCE LLP

9.		REGULATORY AND TAX ISSUES

9.1		Any event relating to Shares (whether in connection with the acquisition or disposal thereof or the payment or re-investment of dividends thereon or otherwise) shall not occur unless and until the following conditions are satisfied:

	(a)		the event would be lawful in all relevant jurisdictions and in compliance with the Listing Rules, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers, the listing rules of the New York Stock Exchange and any other relevant UK or overseas regulation or enactment;

	(b)		if a Tax Liability would arise by virtue of such event, the Participant must have entered into arrangements acceptable to the Board that the relevant member of the Group will receive the amount of such Tax Liability;

	(c)		the Participant has entered into such arrangements as the Board requires (and where permitted in the relevant jurisdiction) to satisfy the liability of a member of the Group to pay tax and/or social security contributions in respect of the event;

	(d)		in the case of an Award made to a Participant who is subject to taxation in India, to the extent that any fringe benefit tax liability arises in India for any member of the Group or any Associated Company (the “Liable Company”) in relation to such an Award, the Participant shall be under an obligation to make arrangements satisfactory to the Company to pay (whether by way of deduction from any amounts payable to the Participant or otherwise) to the Liable Company an amount equal to the fringe benefit tax that is payable by the Liable Company in respect of the Award, as determined by the Liable Company; and

	(e)		where the Board requires, the Participant has entered into, or agreed to enter into, a valid election under Part 7 of ITEPA (Employment income: elections to disapply tax charge on restricted securities) or any similar arrangement in any overseas jurisdiction.

		For the purposes of this Rule 9.1, references to a member of the Group include any former member of the Group.

9.2		On or as soon as reasonably practicable after the Vesting of a RSU, the Board shall transfer or procure the transfer of the Shares in question to the Participant (or a nominee for him).

10.		LEAVERS

10.1		If a Participant ceases to be a director or employee by reason of:-

	(a)		death;

	(b)		retirement with the agreement of the Participant’s employer;

	(c)		injury;

	(d)		disability;

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		CLIFFORD CHANCE LLP

	(e)		redundancy;

	(f)		the Participant’s employing company ceasing to be the Company or an Associated Company of the Company; or

	(g)		a transfer of the Participant’s employing business to a person who is neither the Company nor an Associated Company of the Company

		the Partnership Shares and/or Dividend Shares (in each case, in whole numbers only) held by the Nominee for such Participant will be transferred to the Participant (or his/her personal representatives in the case of death) as soon as practicable thereafter, together with a cash sum in respect of the value of any fractional Partnership Shares and/or Dividend Shares so held.

10.2		Upon such an event occurring, all of the Free Shares and/or all the Matching Shares Awarded to such Participant will immediately Vest and such Vested Free Shares and/or Vested Matching Shares (in each case, in whole numbers only), together with a cash sum in respect of any fractional Free Shares and/or Matching Shares that so Vest will be transferred to the Participant as soon as practicable thereafter (other than in the event of death, in which case all such Free Shares and/or Matching Shares (in each case, in whole numbers only), together with a cash sum in respect of any fractional Free Shares and/or Matching Shares will be transferred to the personal representatives of the deceased Participant) as soon as practicable thereafter.

10.3		If a Participant ceases to be a director or employee for any reason other than those specified in Rule 10.1, then the Partnership Shares and/or Dividend Shares (in each case, in whole numbers only) held by the Nominee for such Participant, together with a cash sum in respect of any fractional Partnership Shares and/or Dividend Shares so held will be transferred to the Participant as soon as practicable thereafter but any Award of Free Shares or Matching Shares held by him shall, to the extent not Vested, immediately lapse on such cessation.

10.4		A Participant shall not be treated for the purpose of this Rule 10 as ceasing to be a director or employee until such time as he is no longer a director or employee of (a) any member of the Group or (b) any Associated Company. If any Participant ceases to be such a director or employee before the Vesting of his Award in circumstances where he retains a statutory right to return to work then he shall be treated as not having ceased to be such a director or employee until such time (if at all) as he ceases to have such a right to return to work while not acting as an employee or director.

11.		SHARES

11.1		Shares subscribed for under the Plan shall rank pari passu in all respects with Shares then in issue except they will not rank for any rights attaching to the Shares by reference to a record date preceding the date of issue.

11.2		If and for so long as Shares are admitted to the Official List of the UK Listing Authority the Company (or any successor company) shall apply to the UK Listing Authority for a

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		CLIFFORD CHANCE LLP

		listing and to the London Stock Exchange for permission to trade for any Shares issued pursuant to the Plan as soon as practicable after the allotment thereof.

11.3		If and for so long as ADSs are traded on the New York Stock Exchange (“ NYSE ”) the Company (or any successor company) shall apply to the NYSE for permission to trade for any ADSs issued pursuant to the Plan as soon as practicable after the allotment thereof.

12.		RIGHTS ISSUES, CAPITALISATION ISSUES AND OTHER VARIATIONS OF CAPITAL

12.1		Whenever any rights to acquire New Shares are granted by a company to the holders of any class of shares of which some are Plan Shares the Nominee shall notify each Participant of the rights relating to his Plan Shares and he may give notice to the Nominee instructing him to do one or more of the following:

	(a)		subject to the provision by him of any necessary funds, to take up or sell all or any of the rights or allow them to lapse; and/or

	(b)		to sell rights nil paid to the extent necessary to enable the Nominee to subscribe in full for the balance of any unsold rights

		which instructions may be particular or of general application and relate to Plan Shares appropriated before and after the date of the relevant rights issue.

12.2		The Nominee shall act upon any such notice received by him not less than five Dealing Days before the expiry of the period allowed for the exercise of any such rights. If any Participant has not prior to five Dealing Days before the expiry of the period allowed for the exercise of any such rights, given notice to the Nominee instructing him to take action with regard thereto and provided any funds necessary for the purpose, the Nominee shall allow such rights to lapse. The Nominee shall deal with any Capital Receipt received in consequence of the non-exercise or sale of any rights in accordance with Rule 18.1.

12.3		Any New Shares taken up by the Nominee on behalf of any Participant under Rule 12.1(b) shall, subject to Rule 13, form part of the Participant’s Plan Shares and shall be deemed to have been acquired on behalf of the Participant in the same way and at the same time as the Participant’s Plan Shares to which they relate PROVIDED THAT this Rule 12.3 shall not apply in relation to rights arising under a rights issue to subscribe shares in a company unless similar rights are conferred in respect of all ordinary shares in the company.

12.4		Nothing in this Rule shall require the Nominee to act in any manner whereby he would be involved in any liability unless indemnified to his satisfaction by the Participant against such liability.

12.5		Where any New Shares are allotted by way of capitalisation to the Nominee in respect of any Participant’s Plan Shares, such New Shares shall form part of that Participant’s Plan Shares and shall be deemed to have been appropriated at the same time as the Participant’s Plan Shares in respect of which they are allocated.

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		CLIFFORD CHANCE LLP

12.6		In the event of any variation of the share capital of the Company or a demerger, special dividend or other similar event which affects the market price of shares to a material extent, the Board may make such adjustments as it considers appropriate to the number of Shares comprised in an Award or, where any Award has Vested but no Shares have been transferred or allotted after such Vesting, the number of Shares which may be so transferred or allotted.

13.		RECONSTRUCTION AND TAKEOVER

13.1		If there is a Reconstruction or Takeover affecting Plan Shares, the Participants shall be notified of such event by the Nominee and any Participant may give notice to the Nominee instructing him on the action to be taken (and, where appropriate, exercise any right to elect to receive any particular form of consideration available thereunder) in respect of any of his Plan Shares.

13.2		If there is a Reconstruction or Takeover affecting Plan Shares, the consideration received thereunder shall (so far as it consists of cash or securities other than New Shares) be treated as the proceeds of a disposal under Rule 18.1 and so far as it consists of New Shares be held by the Nominee as Plan Shares subject to the Rules mutatis mutandis as if the same were the Shares in respect of which they are issued, or which they otherwise represent.

13.3		If notices to acquire compulsorily any Plan Shares are issued under sections 979 to 985 of the Companies Act 2006 by another company for a consideration consisting of cash and/or shares, the Participants concerned shall be entitled to receive notification thereof from the Nominee as soon as practicable after receipt of such notice(s) by the Nominee and to give notice of their instructions to the Nominee in relation to such consideration. The provisions of Rules 13.1, 13.2 and 16 shall apply mutatis mutandis so far as relevant.

13.4		If any event occurs within any of Rules 13.1 to 13.3, then the Company shall determine the treatment of any Free Shares and/or Matching Shares that have not yet Vested from the following:-

	(a)		where the consideration under the event in question consists of cash or securities other than New Shares, any such Awards will lapse to the extent that they have not Vested at the time of the event in question; or

	(b)		to the extent that the consideration consists of New Shares, then any such Awards will continue to Vest on their existing terms, subject to the approval of the Board; or

	(c)		any Free Shares and/or Matching Shares will Vest on the date of such event but only pro rata to the proportion of the Vesting Period that has elapsed since the Award Date and the balance of such Free Shares and/or Matching Shares will thereupon automatically lapse; or

	(d)		any other treatment determined by the Board.

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		CLIFFORD CHANCE LLP

13.5		If an order is made for the winding up of the Company, then any Free Shares and/or Matching Shares that have not yet Vested at that time shall thereupon automatically Vest.

14.		VOTING RIGHTS AND DIRECTIONS

14.1		A Participant may direct the Nominee to exercise any voting rights attaching to such Participant’s Plan Shares in accordance with such Participant’s wishes. The Nominee shall not be entitled to vote on a show of hands in respect of Plan Shares unless all directions received from Participants in respect of the particular resolution are identical. The Nominee shall not in any circumstances be under an obligation to call for a poll. If there is a poll the Nominee shall vote only in accordance with the directions of Participants. The Nominee shall not exercise voting rights in respect of Plan Shares in the absence of any such directions. The Nominee may not vote in respect of Shares (if any) which have not been Awarded pursuant to the Plan.

14.2		Subject to the specific provisions of Rule 12, the Nominee shall deal with any right conferred in respect of any of those Shares to be allotted other shares, securities or rights of any description only pursuant to a direction given by notice by or on behalf of the Participant (or any person in whom the beneficial interest in that Participant’s Shares is for the time being vested).

15.		SCRIP DIVIDENDS

15.1		Subject to Rule 7, this Rule 15 applies where the holders of any class of shares of which some are Plan Shares are offered the right to elect to receive shares, credited as fully paid in whole or in part, in lieu of a cash dividend. Within five Dealing Days or such other period as the Nominee may decide before the closing of the offer, the Participant may:

	(a)		instruct the Nominee to elect to receive shares; or

	(b)		instruct the Nominee to elect to receive cash,

		which instructions may be of particular or of general application and relate to Plan Shares Awarded before and after the relevant date of the scrip dividend. If neither Rule 7.1(a) nor Rule 7.1(b) applies the Nominee shall notify Participants of their right to elect for shares or cash.

15.2		Any shares taken up by the Nominee on behalf of any Participant under this Rule shall not form part of the Participant’s Plan Shares to which they relate and they shall belong to the Participant, and the Nominee shall take all reasonable steps to procure that the Shares so acquired are vested in the Participant without delay.

16.		FRACTIONAL ENTITLEMENTS

16.1		Where a company makes an offer or invitation conferring any rights upon its members including the Nominee to acquire, against payment, additional securities in that company or where that company allots any new securities by way of capitalisation, the Nominee shall allocate such rights or securities amongst the Participants concerned on a proportionate basis and, if such allocation shall give rise to a fraction of a security or a

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		CLIFFORD CHANCE LLP

		transferable unit thereof (in this Rule a “ unit ”), shall round such allocation down to the next whole unit and the Nominee shall aggregate the fractions not allocated and use his best endeavours to sell any rights or units which are not allocated and distribute the net proceeds of sale (after deducting therefrom any expenses of sale and any taxation which may be payable in respect thereof) proportionately among the Participants whose allocation was rounded down, provided that any sum of less than £3 otherwise distributable to a particular Participant may be retained by the Nominee.

16.2		In any circumstances in which the Nominee receives New Shares which form part of a Participant’s Plan Shares the Nominee shall allocate the New Shares to the Participant by reference to the relative Award Dates of his Plan Shares to which they relate and, if any such allocation should give rise to a fraction of a New Share, the Nominee shall round such allocation up or down to the next whole unit as he in his discretion thinks fit.

17.		CIRCULARS AND NOTICES

		The Company may provide or make available (or procure that the Company’s registrars may provide or make available) to a Participant upon request copies of any notices, circulars and other documents sent to shareholders of the Company.

18.		DISPOSALS AND PAYMENTS

18.1		Upon receipt of a sum of money being (or being part of) the proceeds of any disposal or Capital Receipt in respect of any Plan Shares, the Nominee shall account as soon as reasonably practicable to the Participant for any balance remaining in their hands and relating to such Plan Shares by paying the same to the Participating Company or Subsidiary (if any) by which he is employed, PROVIDED THAT any sum of less than £3 distributable to a particular Participant may be retained by the Nominee

18.2		Any Participating Company or Subsidiary to which the Nominee pays or accounts for any part of any such sum as is referred to in Rule 18.1 shall forthwith account to the Participant for the balance remaining in its hands.

19.		AMENDMENT OF THE PLAN

19.1		Subject to clause 19.2, the Board shall at any time be entitled by resolution to amend all or any of the provisions of the Plan.

19.2		Subject to clause 19.3, the provisions concerning eligibility, individual and overall limits, the basis for determining a Participant’s entitlement to, and the terms of, Shares or cash provided under the Plan, the adjustments that may be made in the event of any variation of the share capital of the Company and the terms of this Rule 19.2 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.

19.3		Clause 19.2 shall not apply to any minor amendment to benefit the administration of the Plan, to comply with or take account of the provisions of any proposed or existing legislation, or to obtain or maintain favourable taxation, exchange control or regulatory treatment of the Company, any Subsidiary or any Participant.

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		CLIFFORD CHANCE LLP

19.4

No amendment shall be made to the Plan which:

	(a)		would materially and adversely affect the beneficial interests of Participants in Shares already Awarded to them under the Plan; or

	(b)		would cause the Plan to cease to be an employees’ share scheme within the meaning of section 1166 of the Companies Act 2006.

20.		DISPUTES

		The decision of the Board in any dispute or question arising from or relating to the Plan shall be final and conclusive (and binding on all persons).

21.		NOTICES

21.1		The Nominee shall not be bound to act upon any notice given by or on behalf of a Participant or any person in whom the beneficial interest in his Plan Shares is for the time being vested pursuant to the Plan unless such notice is received by the Nominee in writing signed by the relevant person PROVIDED THAT:

	(a)		“in writing” may include writing on or transmitted via the screen of a visual display unit or other similar device, including facsimile, but only where such electronic writing or transmission is lawful in the jurisdictions of the giver and receiver of the notice; and

	(b)		the Nominee or the Board as appropriate may specify from time to time that a notification may be given by such alternative means as may be acceptable to the Nominee or the Board.

21.2

Any notice which the Nominee is required or may desire to give to any Eligible Employee or Participant pursuant to the Plan shall be in writing PROVIDED THAT:

	(a)		“in writing” may include writing on or transmitted via the screen of a visual display unit or other similar device, including facsimile, but only where such electronic writing or transmission is lawful in the jurisdictions of the giver and receiver of the notice; and

	(b)		the Nominee or the Board as appropriate may specify from time to time that a notification may be given by such alternative means as may be acceptable to the Nominee or the Board

and notice is sufficiently given if delivered to the Eligible Employee personally or sent by post pre-paid addressed to the Eligible Employee or Participant at his address last known to the Nominee (including any address supplied by the relevant Participating Company or any Subsidiary as being his address) or in an electronic communication to their usual business address or if sent through the Group’s internal postal service.

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		CLIFFORD CHANCE LLP

22.		TERMS OF EMPLOYMENT

22.1		Nothing in the Plan shall in any way be construed as imposing upon a Participating Company a contractual obligation as between that Participating Company and an employee to contribute or to continue to contribute to the Plan.

22.2		In no circumstances shall any person who has ceased to be an employee of any member of the Group by reason of dismissal or otherwise howsoever or who is under notice of termination of his employment be entitled to claim as against any member of the Group or the Nominee any compensation for or in respect of any consequential loss he may suffer by reason of the operation of the terms of the Plan.

22.3		The issuing of an invitation to an Eligible Employee to participate in the Plan and the grant of any Award under the Plan does not imply that any further invitations or grants will be made nor that a Participant has any right to receive any such invitation or be granted any further Awards in the future.

23.		THIRD PARTIES

23.1		No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan.

24.		BENEFITS NOT PENSIONABLE

		Benefits provided under the Plan shall not be pensionable.

25.		DATA PROTECTION

		Each Participant consents to the collection, processing and transfer of his personal data for any purpose relating to the operation of the Plan. This includes:

	(a)		providing personal data to member of the Group and any third party such as trustees of any employee benefit trust, administrators of the Plan, registrars, brokers and any of their respective agents;

	(b)		processing of personal data by any such member of the Group or third party;

	(c)		transferring personal data to a country outside the European Economic Area (including a country which does not have data protection law equivalent to those prevailing in the European Economic Area); and

	(d)		providing personal data to potential purchasers of the Company, the Participant’s employer or the business in which the Participant works.

26.		GOVERNING LAW

		The Plan and all Awards shall be governed by and construed in accordance with the law of England and Wales and the Courts of England and Wales have exclusive jurisdiction to hear any dispute.

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		CLIFFORD CHANCE LLP

SCHEDULE 1 - ITALIAN SUB-PLAN

1.		PURPOSE

		The provisions of this Italian Sub-Plan shall prevail over those of the Plan insofar as Awards are made to Italian Participants.

2.		DEFINITIONS

2.1		The words and expressions not specifically defined in this Italian Sub-Plan shall have the meaning attributed to them in the Plan.

2.2		In this Italian Sub-Plan, the following words and expressions have the following meanings:

		“ Holding Period ” mean, in relation to an Award of Matching Shares made to an Italian Participant, a period of at least three years starting on the day immediately after the end of the Vesting Period during which the Italian Participant is a shareholder of the Company but undertakes not to sell or otherwise dispose of his Matching Shares;

		“ Italian Participant ” means an Eligible Employee who is tax resident in Italy and to whom an Award has been granted.

3.		HOLDING PERIOD

3.1		The Board shall specify a Holding Period in respect of each Award of Matching Shares granted to an Italian Participant. Such Holding Period shall be specified in the Partnership Share Agreement PROVIDED THAT:

	(a)		the Board may specify different Holding Periods from time to time provided that such Holding Period is at least three years;

	(b)		unless otherwise determined by the Board, the Holding Period must be the same for all Awards of Matching Shares granted to Italian Participants on a particular date;

	(c)		unless otherwise specified by the Board, the Holding Period shall be three years; and

	(d)		if an Italian Participant dies, the Board may, in its absolute discretion, allow his personal representatives to sell or otherwise dispose of his Matching Shares before the end of the Holding Period.

3.2

If a Tax Liability arises in relation to any Award of Matching Shares held by an Italian Participant before the end of the Holding Period, the Italian Participant must have entered into arrangements acceptable to the Board that the relevant member of the Group will receive the amount of such Tax Liability but such arrangements must not include the sale or disposal of any of the Italian Participant’s Matching Shares.

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		CLIFFORD CHANCE LLP

SCHEDULE 2 - US SUB-PLAN

SPECIAL SCHEDULE IN RELATION TO THE OPERATION OF THE PLAN
FOR PARTICIPANTS WHO ARE SUBJECT TO TAXATION IN THE UNITED
STATES OF AMERICA

1.		This Special Schedule amends, modifies and supplements the Plan.

2.		The purpose of this Special Schedule is to ensure that Awards of RSUs made under the Plan will comply with the short-term deferral exception under section 409A of Title 26 of the United States Code (the “ Internal Revenue Code ”). Notwithstanding the foregoing, this Special Schedule should also be interpreted and applied in a manner consistent with other legal requirements under laws in relevant jurisdictions, including but not limited to applicable securities laws.

3.		For the purposes of this Special Schedule, “ US Participant ” shall mean any individual who is, or may become, a US taxpayer (including a US citizen, Green cardholder or any employee who is resident in the US for tax purposes) prior to the grant of an Award under this Plan. In the event that a Participant becomes a US taxpayer after the grant of an Award, such Award is modified in a manner consistent with this Special Schedule.

4.		The provisions of this Special Schedule shall apply in relation to the operation of the Plan for US Participants, notwithstanding any other provision of the Plan.

5.		Except to the extent expressly amended by this Special Schedule, the terms and conditions of the Plan are hereby confirmed and shall remain in full force and effect.

6.		The Plan and this Special Schedule shall be read and be construed as one document and this Special Schedule shall be considered to be part of the Plan and, without prejudice to the generality of the foregoing, and where the context so allows, references in the Plan to “the Plan”, howsoever expressed, shall be read and construed as references to the Plan as amended, modified and supplemented by this Special Schedule.

7.		All terms and expressions used in this Special Schedule and which are defined or construed in the Plan, but are not defined or construed in this Special Schedule, shall have the same meaning and construction in this Special Schedule, unless the context otherwise requires. Any reference in this Special Schedule to the Plan shall refer to the Plan as from time to time amended, modified or supplemented, and any document which amends, modifies or supplements the Plan.

8.		Subject to paragraph 9 below, when any RSU held by a US Participant Vests, the Shares subject to the RSU in question shall be transferred to the US Participant within 60 days of Vesting.

9.		To the extent that a transfer of Shares in accordance with paragraph 8 above would contravene the Model Code contained in the United Kingdom Listing Authority Rules (the “ Model Code ”), such transfer will take place as soon as administratively practicable following the earliest date on which transfer would not contravene the Model Code and not later than thirty days from this date.

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		CLIFFORD CHANCE LLP

10.		In the case of a US Participant ceasing to be a director or employee for any reason other than those specified in Rule 10.1 (a), (c), (d), (e), (f) and (g), all of the US Participants Shares held in the Plan and RSUs shall be forfeited.

11.		The Board may amend any of the provisions of this Special Schedule to take account of a change in US legislation, in particular in relation to section 409A of the Internal Revenue Code.

12.		Notwithstanding anything to the contrary in the Plan or this Special Schedule or elsewhere, if a US Participant is a “specified employee” as determined pursuant to Section 409A of the Internal Revenue Code and regulations issued thereunder as of the date of such US Participant’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code and regulations issued thereunder) and any Award (other than Partnership Shares) is determined to be “deferred compensation” (within the meaning of Section 409A of the Internal Revenue Code and regulations issued thereunder) and is paid or settled upon such separation from service, then any such payment or settlement shall only be paid or settled on the first business day of the seventh calendar month following the month in which the US Participant’s “separation from service” occurs.

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Exhibit 4.6



		CLIFFORD CHANCE LLP

BARCLAYS PLC

RULES OF THE
BARCLAYS GROUP SHARE VALUE PLAN

Adopted by the Company on 12 March 2010

CONTENTS


Rule	Page
1. Definitions and Interpretation		1

2. Grant of Awards		3

3. Release of Shares		4

4. Manner of release		6

5. Limitation on release		7

6. Release after cessation of employment		7

7. Take-over and Liquidation		8

8. Variations in the Share Capital of the Company		9

9. Administration of the Plan		9

10. Amendment of the Plan		10

11. General Provisions		10

RULES OF THE BARCLAYS GROUP SHARE VALUE PLAN

PURPOSE : THE PLAN HAS BEEN ADOPTED TO ENABLE THE TRUSTEES TO PROVIDE A FLEXIBLE STRUCTURE FOR THE GRANT OF SHARE AWARDS TO BARCLAYS GROUP EMPLOYEES WHO ARE NOT DIRECTORS OF THE COMPANY IN ORDER TO CREATE AN OPPORTUNITY FOR ELIGIBLE EMPLOYEES TO RECEIVE COMPENSATION FOR FUTURE LONG TERM SERVICE .

1.		DEFINITIONS AND INTERPRETATION

1.1		In the Plan:

		“ Adoption Date ” means 12 March 2010 being the date on which the Plan was adopted by the Committee.

		“ Award ” means a provisional allocation of Shares to be released on the Release Dates applicable to the Award 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 Rule 2.2 in such form as may be prescribed from time to time by the Trustees provided 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.

		“ Committee ” means the remuneration committee for the time being of the Board (or a duly authorised committee thereof or person or persons duly authorised by the remuneration committee to exercise any of its powers or duties under the Plan) empowered to act on behalf of the Company for all purposes in connection with the Plan or, if there is no such committee in existence at the relevant time, the Board, save that, should any person obtain Control of the Company, the Committee shall mean the members of the Committee immediately before such Control is obtained.

		“ Company ” means Barclays PLC (registered no. 48839).

		“ Control ” means control of a company within the meaning of section 995 of the Income Tax Act 2007 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.

		“ Dividend Shares ” means a number of Shares equal to the value of dividends paid on the Shares subject to an Award over all or any part of the Vesting Period and which may be added to a Releasable Portion on a Release Date as determined by the Trustees.

		“ Eligible Employee ” means any person who is an employee or former employee of any member of the Group and is deemed to be eligible to participate by the Committee PROVIDED THAT a person shall not be eligible to participate in the Plan if he is a director of the Company or any Award granted to him (or Shares released to him) would be regarded as granted (or released) in respect of Qualifying Services.

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		“ Employer ” means the employing company of an Eligible Employee or a Participant, as the context so requires.

		“ 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.

		“ Participating Companies ” means the Company and other members of the Group which have been nominated by the Committee to participate in the Plan.

		“ Performance Condition ” means a condition related to performance which is specified by the Trustees under Rule 2.2.

		“ Plan ” means the Barclays Group Share Value Plan as constituted by these rules and as amended from time to time in accordance with the provisions hereof.

		“ 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.

		“ Releasable Portion ” means such percentage of the Shares subject to an Award (rounded down to the nearest whole Share) as the Trustees shall in their absolute discretion determine may be released on or about any Release Date as set out in the Award Letter.

		“ Release Date ” means such date as the Trustees shall in their absolute discretion determine in relation to a Releasable Portion of an Award as set out in the Award Letter.

		“ 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 Rule 7, references to “ Shares ” in Rules 3 to 7 inclusive shall include any consideration received by the Trustees for any such shares under an Award which may otherwise have been released.

		“ Special Provisions Schedule ” means the schedule to the Plan containing provisions applicable to Awards granted to Eligible Employees in territories specified in the schedule.

		“ Subsidiary ” means any company which is a subsidiary of the Company within the meaning of section 1159 of the Companies Act 2006.

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		“ 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 of which Appleby Trust (Jersey) Limited is the current trustee).

		“ Trustees ” means the trustee or trustees for the time being of the Trust.

		“ Vesting Period ” means the period from the Award Date to the final Release Date specified in the Award Letter.

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.

2.		GRANT OF AWARDS

2.1		Subject to the limitations specified in this Rule 2, the Trustees may in their absolute discretion, having first consulted with the Committee, grant any Eligible Employee an Award in accordance with the rules of the Plan and if relevant modified by the Special Provisions Schedule and on such additional terms as the Trustees may specify at the time of grant. For the avoidance of doubt, an Award may not be granted to a person who is not an Eligible Employee.

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)		whether the Award is subject to any Performance Condition(s); and

	(d)		details of the applicable Release Date(s) and Releasable Portion(s).

2.3		The number of Shares in respect of which an Award is to be granted shall be calculated by the Trustees after consultation with the Committee about the method to be used.

2.4		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.

2.5

There shall be no consideration payable for the grant of an Award.

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2.6		The grant of any Award shall be subject to obtaining any approval or consent required under the United Kingdom Listing Authority Listing Rules, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers and any other relevant UK or overseas regulation or enactment.

2.7		Awards may be granted at any time when the Company is not subject to any restrictions on the granting of Awards.

2.8		Any Award 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 shall lapse immediately if it is so transferred or otherwise disposed of or if the Participant is adjudged bankrupt.

2.9		Until their release on or about 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.

2.10		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 or treasury Shares transferred under the Plan without the prior approval of the Company’s shareholders in general meeting.

3.		RELEASE OF SHARES

3.1		Subject to the remainder of Rule 3 and Rules 6 and 7 and to the satisfaction of any Performance Condition attaching to an Award, the Trustees may in their absolute discretion release to the Participant in accordance with Rule 4 the relevant Releasable Portion and any Dividend Shares (if applicable) available for release on or as soon as reasonably practicable after the relevant Release Date.

3.2		Subject to Rules 3.3, 3.4 and 3.5 and 6 and to the satisfaction of any Performance Condition attaching to an Award, if the Trustees determine on any Release Date that the Participant is not an employee of the Group, the Trustees may in their absolute discretion release to the Participant in accordance with Rule 4:

	(a)		the relevant Releasable Portion and any Dividend Shares (if applicable) available for release on or after the Release Date; or

	(b)		a lower number of such Shares; or

	(c)		no Shares at all.

3.3

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:

(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;

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(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.

3.4

Notwithstanding any other provision of the Plan, and irrespective of whether a Performance Condition is attached to an Award and whether or not any such Performance Condition may have been satisfied, if the Trustees, having first consulted with the Committee, determine in their absolute discretion that the underlying financial health of the Group has significantly deteriorated over the whole or any part of the Vesting Period, such that there are severe financial constraints on the Group which preclude or limit the Group’s ability to facilitate funding of Awards, the following shall apply:

	(a)		the Trustees may at their absolute discretion determine that any Releasable Portion and/or Dividend Shares (if any) that the Trustees may otherwise have determined would be released may be limited, reduced and/or made subject to any other condition as the Trustees consider at their absolute discretion appropriate; and

	(b)		in the absence of any determination by the Trustees under Rule 3.4(a), the release of any Releasable Portion and/or Dividend Shares (if any) that the Committee may otherwise have determined would be released (including any Shares not released as the result of the exercise of discretion by the Trustees under Rule 3.4 (a)) shall be suspended until such time as the Trustees lift such suspension or exercise their discretion under Rule 3.4(a) PROVIDED THAT to the extent that the Trustees have not lifted such suspension or exercised their discretion under Rule 3.4(a) within 3 years from the date specified at the Award Date as the final Release Date of an Award which remains outstanding and in respect of which release of any Releasable Portion and/or Dividend Shares (if any) remains suspended under this Rule 3.4(b), all such Awards shall be forfeited and lapse in their entirety, unless the Trustees, in exceptional circumstances, determine otherwise.

			The Trustees must notify each Participant affected by its determination when the determination applies and when the determination is no longer in force.

3.5

	(a)		the Group or of any Subsidiary’s financial statements having been materially restated at any time during the Vesting Period other than restatement due to a change in accounting policy or to rectify a minor error;

	(b)		the Participant having, in the reasonable opinion of the Committee, following consultation with the relevant Employer, deliberately misled the management of the Company, the market and/or the Company’s shareholders regarding the financial performance of the Group or of any Subsidiary at any time during the Vesting period;

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	(c)		the Participant’s actions at any time during the Vesting Period having, in the reasonable opinion of the Committee, following consultation with the relevant Employer, caused harm to the reputation of the Group and/or the Participant’s business unit; or

	(d)		the Participant’s actions at any time during the Vesting Period having, in the reasonable opinion of the Committee, following consultation with the relevant Employer, amounts to serious misconduct.

4.		MANNER OF RELEASE

4.1		If the Trustees determine that any Shares under an Award shall be released to a Participant pursuant to Rules 3, 6 or 7, the Trustees shall as soon as reasonably practicable after the relevant Release Date release to a Participant the Releasable Portion determined in accordance with Rules 3, 6, and 7 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 Rule 4.2, 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.

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4.2		The Trustees may sell, or procure the sale of, such number of Shares which have been released to a Participant 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 or other tax withholding which may be required by law in any jurisdiction or which the Trustees and/or the Employer reasonably considers to be necessary or desirable in respect of the release of Shares under his Award to the Participant.

4.3		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.

5.		LIMITATION ON RELEASE

		Subject to Rules 3, 6 and 7, Shares under Award may be released to a Participant who has ceased to be an Eligible Employee.

6.		RELEASE AFTER CESSATION OF EMPLOYMENT

6.1		Subject to Rules 3.3, 3.4 and 3.5 and unless a Releasable Portion may be released before its Release Date under Rules 6.2, 6.3, 6.4 and 7, a Releasable Portion may only be released on or as soon as reasonably practicable after its Release Date. Any Releasable Portion which is not so released shall lapse.

6.2		Subject to Rules 3.3, 3.4 and 3.5, if a Participant dies the Trustees may, having first consulted with the Committee, 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 unreleased Releasable Portions as soon as reasonably practicable after the Participant’s death in accordance with Rule 4. Any Releasable Portion which is not so released shall lapse.

6.3		Subject to Rules 3.3, 3.4 and 3,5, if a Participant ceases to be employed by the Group by reason of:

	(a)		injury;

	(b)		disability;

	(c)		ill health;

	(d)		redundancy;

	(e)		retirement with the agreement of his Employer;

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

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

	(h)		his Employer terminating his employment, other than in circumstances which, in the reasonable opinion of the Committee, amount to gross misconduct or dismissal for cause

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the Trustees may, having first consulted with the Committee, release to the Participant any unreleased Releasable Portions on or after the applicable Release Date(s) for those Releasable Portions as set out in the Award Letter and in accordance with Rule 4 PROVIDED THAT if a Participant ceases to be employed by the group before the Release Date other than by reason of retirement the Trustees may in their absolute discretion, having first consulted with the Committee, release any Releasable Portions to the Participant as soon as reasonably practicable after the date of such cessation. Any Releasable Portion which is not so released shall lapse.

6.4		Subject to Rules 3.3, 3.4 and 3.5, if a Participant ceases to be employed by the Group due to resignation, dismissal for cause or gross misconduct or for any reason other than one of the events specified in Rules 6.2 or 6.3, his Award shall lapse unless the Trustees in their absolute discretion in exceptional circumstances, having first consulted with the Committee, determine otherwise in which case the Trustees may release to the Participant each unreleased Releasable Portion on or after the Release Date(s) for those Releasable Portions as set out in the Award Letter and in accordance with Rule 4 PROVIDED THAT if a Participant ceases to be employed by the Group before the Release Date for any Releasable Portion, the Trustees may in their absolute discretion, having first consulted with the Committee, release any Releasable Portions to the Participant as soon as reasonably practicable after the date of such cessation. Any Releasable Portion which is not so released shall lapse.

6.5		For the purposes of this Rule 6, a Participant shall be deemed to have ceased to be employed by a member of the Group on the day on which his employment terminates, unless the Trustees, having first consulted with the Committee, decide otherwise in their absolute discretion.

7.		TAKE-OVER AND LIQUIDATION

7.1		Rule (b) 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 Company’s ordinary shares (or such of those shares as are not already owned by such person); or

(b)

7.2

Subject to Rules 3.3, 3.4 and 3.5, the Trustees shall, having first consulted with the Committee, have absolute discretion to determine whether:

	(a)		any Performance Condition should be waived or deemed to be satisfied; and/or

	(b)		any Releasable Portions should be released to Participants early; and/or

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(c)

Awards should continue in the same or a revised form following the change of Control.

7.3		Subject to Rules 3.3, 3.4 and 3.5, 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 all unreleased Releasable Portions to the Participant PROVIDED THAT any release pursuant to this Rule 7.3 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 Shares to a Participant pursuant to this Rule 7.3, 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.

7.4		Subject to Rules 3.3, 3.4 and 3.5, 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 all unreleased Releasable Portions to Participants on such event happening.

7.5		On the commencement of any liquidation of the Company (subject to Rule 7.3 and otherwise than in connection with a compromise or arrangement as referred to in paragraph (b) of Rule 7.1) the Award shall lapse.

8.		VARIATIONS IN THE SHARE CAPITAL OF THE COMPANY

8.1		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.

8.2		The Trustees shall give notice in writing to a Participant of any adjustment made pursuant to Rule 8.1 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.

9.		ADMINISTRATION OF THE Plan

9.1		The Plan shall be administered by the Trustees whose decision on any matter connected with the Plan shall be final and binding.

9.2		The Trustees shall determine any dispute about the rights and obligations of any person under the Plan or any question concerning the construction or interpretation or effect of the Plan or any other question in connection with the Plan and its determination shall be final, binding and conclusive on all persons.

9.3		The Committee 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 Releasable Portions. 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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10.		AMENDMENT OF THE PLAN

10.1		Notwithstanding any other provision of the Plan, the Trustees may, having first consulted with the Committee, at any time and from time to time in their absolute discretion and without notice modify or amend, in whole or in part, any or all of the provisions of this Plan or suspend or terminate the Plan entirely, provided that no such modification or amendment may be made that would materially adversely affect existing Awards in particular in respect of Release Dates, Releasable Portions and Performance Conditions.

10.2		The Trustees shall notify Participants as soon as reasonably practicable if the Plan is amended or terminated.

11.		GENERAL PROVISIONS

11.1		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. Participants shall waive any and all rights to compensation or damages in consequence of the termination of the office of employment for any reason whatsoever (and regardless of whether such termination is lawful or unlawful) insofar as such rights arise or may arise from his ceasing to have rights under the Plan as a result of such termination. Participation in the Plan shall not confer a right to continued employment upon any individual who participates in it. The grant of any Award under the Plan does not imply that any further Award will be granted nor that a Participant has any right to receive any further Award. The terms of the Plan are separate from and do not form a term of or any part of or create any obligations or rights pursuant to an individual’s contract of employment

11.2		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 release of Shares under 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).

11.3		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 office 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.

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11.4

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 Employer 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 agree to apply the same levels of protection to information about a Participant as the Company is required to 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 Employer 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 Employer to comply with the requirements of any relevant tax, social security or other governmental authority). (For the purposes of this Rule “ Employer ” 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 transfer or may transfer their rights and duties under the Plan.

	(iv)		where the Company or the Trustees have 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.

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11.5		Severability of Provisions

		If any provision in this Plan is for any reason held by any Court or other competent authority of any jurisdiction to be illegal, invalid or unenforceable in whole or in part, the remaining provisions of this Plan shall continue to be valid and, if appropriate, the affected provision and the legality, validity or enforceability of such provision in any other jurisdiction shall be unaffected.

11.6		Third Parties

		No third party has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan.

11.7		Awards not Pensionable

		Awards, Shares and any other benefits provided under the Plan shall not be pensionable.

11.8		Governing Law

		This Plan shall be construed, administered and governed in all respects under and by the law of England and Wales and the Courts of England and Wales have exclusive jurisdiction to hear any dispute.

SPECIAL PROVISIONS SCHEDULE

Schedule to the Rules of the Barclays Group Share Value Plan

		The Special Provisions Schedule takes effect as if the Rule of the Plan were set out in it incorporating the following modifications:

1.		Brazil

		For Eligible Employees resident in Brazil, the rules of the Plan are modified by the deletion of the definition of “Award” in Rule 1 of the Rules and its replacement with the following:

		“Award” means a provisional allocation of Shares to be released on the Release Dates applicable to the Award or an option to acquire Shares for no payment which shall become exercisable in respect of each Releasable Portion on its applicable Release Date for a period of 90 days following which any unexercised Release Portion shall lapse.”

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2.		Spain

		For Eligible Employees resident in Spain, the rules of the Plan are modified so that Rule 6.3(h) shall not apply.

3.		Zambia

		For Eligible Employees resident in Zambia, Rule 6 is modified by the addition of the following new Rule 6.6:

		“6.6 The Zambian Apportionment Act 1870 does not apply to any Award granted under the Plan”.

4.		UK

		For Eligible Employees resident in the UK, Rule 3 is modified by the addition of the following new Rules 3.6, 3.7 and 3.8:

“3.6

Without prejudice to Rules 2.4 and 2.9 and subject to Rules 3.4 and 3.5, by no later than 60 days before the Release Date in relation to a Releasable Portion of an Award, a Participant may, by notice in writing given to the Trustees or to any person appointed by the Trustees in such form as the Trustees having first consulted with the Committee may specify for such purpose, request that, in lieu of any Shares being released to him on the Release Date, the Trustees shall instead:

	(a)		transfer Shares into a retirement benefits scheme for his benefit; and/or

	(b)		procure that another person (whether the Company or another person) transfers Shares to or procures the acquisition of Shares by such a retirement benefits scheme as mentioned in (a) above.

	3.7		A request under Rule 3.6 may not be made by a Participant who has ceased to be employed by the Group. A request under Rule 3.6 made by a Participant on a date on which he is employed by the Group may not be acceded to by the Trustees if he has ceased to be employed by the Group by the Release Date.

	3.8		The Trustees may at their absolute discretion, having first consulted with the Committee, specify, in the form of notice to be given by any Participant under Rule 3.6, that the number of Shares to be so transferred to or acquired by the retirement benefits scheme may be less than the number of Shares comprised in the relevant Releasable Portion, whether to reflect the extent to which any such transfer or acquisition is not allowable for corporation tax purposes for the period of account in which such transfer or acquisition occurs or otherwise. The Trustees’ discretion as to whether or not to accede to a Participant’s request under Rule 3.6 shall be absolute.

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Exhibit 5.1

CLIFFORD CHANCE LLP

10 UPPER BANK STREET
LONDON
E14 5JJ

TEL +44 20 7006 1000
FAX +44 20 7006 5555
DX 149120 CANARY WHARF 3

www.cliffordchance.com

Our ref: 70-40387005

1 June 2010

Barclays PLC
1 Churchill Place
London E14 5HP

Dear Sirs

Barclays PLC: Registration under the US Securities Act of 1933

We are acting on the instructions of Barclays PLC (the “ Company ”) in connection with the registration under the US Securities Act of 1933 (the “ Securities Act ”) of 433,000,000 ordinary shares of 25 pence each in the Company (the “ Shares ”) on Form S-8 in connection with:

	(a)		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 Share Value Plan (“ SVP ”); and

	(b)		the offer of Shares and making of awards under the Barclays Global Sharepurchase Plan (“ Sharepurchase Plan ”).

2.		For the purposes of issuing this letter, we have reviewed only the documents referred to in the Appendix to this letter (the “ Documents ”).

		English law

3.		The opinions set out in this letter (which are strictly limited to the matters stated herein and are not to be read as extended, by implication or otherwise, to any other matters) relate only to English law as applied by the English courts as at

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		today’s date. This letter expresses no opinion on the laws of any other jurisdiction and is governed by English law.

		Opinion

4.		On the basis of our understanding of the Documents and the assumptions and subject to the reservations set out below, we are of the opinion that:

	(a)		the Company is a public company limited by shares and has been duly incorporated under English law;

	(b)		subject to and upon the Shares being duly allotted and issued by the Company and/or transferred (a) to participants in ESAS by the trustee of the Barclays Group (ESAS) Employees’ Benefit Trust, (b) to participants in PSP, ISP and SVP by the trustee of the Barclays Group (PSP) Employees’ Benefit Trust and (c) to participants in the Sharepurchase Plan by the trustee of the Barclays Global Sharepurchase Plan Trust, the Shares will be duly and validly authorised and issued, fully paid and no further contributions in respect of such Shares will be required to be made to the Company by the holders thereof in respect of the issue of such Shares by reason solely of their being such holders.

		Assumptions

5.		The opinions set out in paragraph 4 are based upon the following assumptions (made without investigation):

	(a)		that all copy Documents supplied to us are complete, up-to-date, authentic and accurate and conform to the originals which themselves are genuine and that all signatures, stamps and seals thereon are genuine;

	(b)		that each party to the Documents has the capacity, power and authority to enter into and to exercise its rights and to perform its obligations under such Documents;

	(c)		that the rules of ESAS, PSP, ISP, SVP and the Sharepurchase Plan which we have examined are in force, were validly adopted by the Company (and the relevant trustee of each of ESAS, PSP, ISP, SVP and the Sharepurchase Plan) and have been and will be operated in accordance with their terms;

	(d)		that the Shares will, before allotment or issue, have been fully paid up in accordance with the Companies Act 2006;

	(e)		that the Shares have been and will be issued or transferred in accordance with the rules of ESAS, PSP, ISP, SVP and the Sharepurchase Plan;

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	(f)		that any representation, warranty or statement of fact or law, other than as to the laws of England, made in any of the Documents is true, accurate and complete;

	(g)		that all resolutions of the board of directors and/or of the committees and/or of the relevant trustees required to approve or operate any of ESAS, PSP, ISP, SVP and the Sharepurchase Plan (including in respect of the allotment and issue of Shares) and any amendments to those plans were duly passed at properly convened meetings of duly appointed directors or, as the case may be, duly appointed committees of directors and/or properly convened meetings of the relevant trustee (or in the case of written resolutions, were duly adopted) and that such resolutions have not been amended or rescinded and are in full force and effect;

	(h)		that all resolutions of the shareholders of the Company required to approve any of ESAS, PSP, ISP, SVP and the Sharepurchase Plan or any amendments to those plans were duly passed at properly convened meetings of the shareholders of the Company and have not been amended or rescinded and are in full force and effect;

	(i)		that there has been no alteration in the status or condition of the Company since a search carried out at the Companies House of England and Wales on 1 June 2010 at 11:55a.m. and an enquiry by telephone in respect of the Company at the Central Index of Winding Up Petitions on 1 June 2010 at 1:10p.m. However, it is our experience that such searches may be unreliable. In particular, they are not conclusively capable of disclosing whether or not insolvency proceedings have been commenced in England nor do they indicate whether or not insolvency proceedings have been commenced elsewhere;

	(j)		that each director of the Company has disclosed any interests which he may have in ESAS, PSP, ISP, SVP and the Sharepurchase Plan in accordance with the provisions of the Companies Act 2006 and the articles of association of the Company;

	(k)		that each director of the Company (and each member of any relevant committee) discharged his fiduciary duty owed to the Company and acted honestly and that each relevant trustee discharged its fiduciary duties and acted honestly;

	(l)		that the offering or award of Shares under ESAS, PSP, ISP, SVP and the Sharepurchase Plan has been duly authorised by, and has and will be made in accordance with, the relevant Documents;

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	(m)		that there have been no amendments to the form of articles of association of the Company referred to in the Appendix;

	(n)		that save for the Documents, there is no other document or arrangement which modifies or supersedes any of the Documents.

6.		We express no opinion as to any agreement, instrument, document or matter other than as specified in this letter. We have not been responsible for investigation or verification of statements of fact (including statements as to foreign law).

7.		This letter is given solely for the purposes of the Company filing the Form S-8 and for the information of the persons to whom it is addressed and may not be relied upon for any other purpose or disclosed to or relied upon by any other person without our prior written consent. Furthermore this letter is given on the basis that any limitation on the liability of any other person to the persons to whom this letter is addressed, whether or not we are aware of that limitation, will not adversely affect our position in any circumstances.

		Benefit of opinion

8.		We hereby consent to the filing of this opinion with the U.S. Securities and Exchange Commission (the “ Commission ”) as an exhibit to the Form S-8 relating to the Shares. 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 consent.

Yours faithfully

/s/ Clifford Chance LLP

CLIFFORD CHANCE LLP

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Appendix

Documents Reviewed

The Documents referred to in Paragraph 2 of this letter are copies of the following which have been provided to us by the Company with the exception of the documents referred to in (2) and (4) below which have been obtained from the United Kingdom’s Companies House and the Central Index of Winding Up Petitions as the case may be on 1 June 2010.

(1)		The draft Form S-8

(2)		The articles of association of the Company as filed with the U.S. Securities and Exchange Commission on 13 May 2010 as an attachment to the Company’s Form 6-K filing.

(3)		The rules of the ESAS, PSP, ISP, SVP and the Sharepurchase Plan

(4)		The searches referred to in paragraph 5(h) of this Legal Opinion

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Exhibit 23.2

PricewaterhouseCoopers LLP
Hay’s Galleria
1 Hay’s Lane
London SE1 2RD
Telephone +44 (0) 20 7583 5000
Facsimile +44 (0) 20 7804 1001
pwc.com/uk

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 9, 2010, for Barclays PLC relating to the financial statements and 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, 2009.


/s/ Pricewaterhouse Coopers LLP PricewaterhouseCoopers LLP
London, England
May 25, 2010

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 Executive Share Award Scheme (including the Barclays New Joiners Share Award Plan), the Barclays PLC Performance Share Plan, the Barclays Group Incentive Share Plan, the Barclays Group Special Award Performance Share Plan, the Barclays Global Sharepurchase Plan and the Barclays Group Share Value 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.

[ Remainder of this page left intentionally blank .]


Date: April 22, 2010	By:	/s/ Marcus Agius

	Marcus Agius
	Chairman
	(Chairman of the Board)

Date: April 22, 2010	By:	/s/ John Varley

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

Date: April 27, 2010	By:	/s/ Robert Diamond

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

Date: April 22, 2010	By:	/s/ Christopher Lucas

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

Date: May 3, 2010	By:	/s/ David Booth

	David Booth
	Non-executive Director
	(Board member)

[ Signature page of Power of Attorney ]


Date: April 29, 2010	By:	/s/ Richard Broadbent

	Sir Richard Broadbent
	Deputy Chairman
	(Board member)

Date:	By:

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

Date: April 22, 2010	By:	/s/ Fulvio Conti

	Fulvio Conti
	Non-executive Director
	(Board member)

Date: April 29, 2010	By:	/s/ Reuben Jeffrey

	Reuben Jeffrey III
	Non-executive Director
	(Board member)

Date: April 22, 2010	By:	/s/ Simon Fraser

	Simon Fraser
	Non-executive Director
	(Board member)

Date: April 22, 2010	By:	/s/ Andrew Likierman

	Sir Andrew Likierman
	Non-executive Director
	(Board member)

Date: April 22, 2010	By:	/s/ Michael Rake

	Sir Michael Rake
	Non-executive Director
	(Board member)

[ Signature page of Power of Attorney ]

[ Signature page of Power of Attorney ]

Exhibit 24.2

POWER OF ATTORNEY

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.

[ Remainder of this page left intentionally blank .]

[ Signature page of Power of Attorney ]

Date: April 22, 2010

/s/ John Sunderland

Sir John Sunderland

Non-executive Director

(Board member)