BARCLAYS PLC (Form: S-8, Received: 05/04/2011 09:55:17)

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 Group Share Value Plan
Barclays PLC Executive Share Award Scheme
Barclays PLC Long Term Incentive 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

Amount to Be

Offering Price Per

Aggregate Offering

Amount of

Title of Securities to Be Registered

Registered (1)

Share (2)

Price (2)

Registration Fee (2)

Ordinary shares of Barclays PLC, nominal value 25p per share

— To be issued under the Barclays Group Share Value Plan (including the Joiners Share Value Plan) (3)

225,000,000 shares

$4.82

$1,084,911,750.00

$125,958.25

— To be issued under the Barclays PLC Executive Share Award Scheme (including the Barclays New Joiners Share Award Plan) (3)

4,270,000 shares

$4.82

$20,589,214.10

$2,390.41

— To be issued under the Barclays PLC Long Term Incentive Plan (3)

35,000,000 shares

$4.82

$168,764,050.00

$19,593.51

TOTAL

264,270,000 shares

$1,274,265,014.10

$147,942.17


(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 Group Share Value Plan (including the Joiners Share Value Plan), the Barclays PLC Executive Share Award Scheme (including the Barclays New Joiners Share Award Plan) and the Barclays PLC Long Term Incentive 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 £2.90 on April 27, 2011. 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 April 27, 2011. Offering prices are estimated solely for the purpose of calculating the registration fee.

(3)		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 I
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption from Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
EX-4.2
EX-4.3
EX-4.4
EX-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 plan participants as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended. 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.

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 on Form 20-F for the fiscal year ended December 31, 2010 (File No. 001-09246) filed with the SEC on March 21, 2011; and

(b)		our Current Report on Form 6-K furnished to the SEC on April 27, 2011, 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. 333-167232).

All documents filed by Barclays under Sections 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended, and, to the extent, if any, we designate therein, reports on Form 6-K we furnish to the SEC 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

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

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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:

(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.

An 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

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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

(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.

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:

(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;

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(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 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.

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(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:

(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 —

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

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

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

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

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

(a) qualifying third party indemnity provision, and

(b) qualifying pension scheme indemnity provision.

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

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

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

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

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

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

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

(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.

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

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

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

(b) of any change in that place,

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

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

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

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

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

(a) qualifying third party indemnity provision, and

(b) qualifying pension scheme indemnity provision.

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

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

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

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

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

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

(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

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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.

In addition, Barclays PLC has procured directors’ and officers’ liability insurance, for the benefit of its directors and officers against suit by third parties. The terms and extent of such coverage are reviewed annually.

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 Group Share Value Plan

	4.3	Rules of the Barclays PLC Executive Share Award Scheme (including the Barclays New Joiners Share Award Plan)

	4.4	Rules of the Barclays PLC Long Term Incentive 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

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in the aggregate, represent a fundamental change in the information set forth in the registration statement;

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

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

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

(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 May 3, 2011.


Barclays PLC
By:	/s/ P.A. Gonsalves
	Name:	P.A. Gonsalves
	Title:	Deputy 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 May 3, 2011.


Signature:		Title:

* Marcus Agius		Group Chairman (Chairman of the Board)

* Robert E. Diamond Jr.		Chief Executive; Executive Director (Board and Executive Committee member; Principal Executive Officer)

* Christopher Lucas		Group Finance Director; Executive Director (Board and Executive Committee member)

* Sir Richard Broadbent		Deputy Chairman (Board member)

David Booth		Non-executive Director (Board member)

* Fulvio Conti		Non-executive Director (Board member)

* Alison Carnwath		Non-executive Director (Board member)

* Simon Fraser		Non-executive Director (Board member)

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

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

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

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

* Dambisa Moyo		Non-executive Director (Board member)

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Signature:		Title:

/s/ Martin Kelly Martin Kelly		Authorized Representative in the United States



	* By:	/s/ P.A. Gonsalves
		Name: P.A. Gonsalves
		Title: 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 Group Share Value Plan

4.3		Rules of the Barclays PLC Executive Share Award Scheme (including the Barclays New Joiners Share Award Plan)

4.4		Rules of the Barclays PLC Long Term Incentive 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 4.2

Display version

BARCLAYS PLC

RULES OF THE
BARCLAYS GROUP SHARE VALUE PLAN

Adopted by the Board Remuneration Committee of Barclays PLC on 12 March 2010
and amended by the Board Remuneration Committee on 14 March 2011

Amended by shareholders of the Barclays PLC on • 2011

- 1 -

CONTENTS


Rule	Page
1. Definitions and Interpretation		1

2. Grant of Awards		3

3. Vesting of Awards		5

4. Consequences of Vesting		6

5. LimiTS		7

6. Vesting After Cessation of Employment		9

7. Take-over and Liquidation		10

8. Variations in the Share Capital of the Company		10

9. Administration of the Plan		11

10. Amendment of the Plan		11

11. Forfeitable SECURITIES		12

12. Cash Alternative		12

13. General Provisions		13

Schedule 1 — Special Provisions Schedule		16

Schedule 2 — Cash Awards		18

Schedule 3 - Contingent Capital Awards		19

1.		DEFINITIONS AND INTERPRETATION

1.1		In the Plan, unless the context otherwise requires:

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

		“ Award ” means a Conditional Award, a Forfeitable Award, an Option, a Provisional Allocation or such other form of award as determined by the Grantor on or before the Award Date which may relate to Shares or to Capital Instruments;

		“ Award Date ” means in relation to an Award the date specified as such by the Grantor 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 Grantor 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 authorised committee of the Board or a duly authorised person;

		“ Capital Instrument ” means a capital instrument or security issued by a member of the Group from time to time;

		“ Cash Award ” means an Award which relates to a cash sum granted under Schedule 2 to the Plan;

		“ 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);

		“ Conditional Award ” means a conditional right to acquire Securities granted under the Plan;

		“ Control ” means control within the meaning of section 995 of the Income Tax Act 2007;

		“ Coupon ” means an amount paid as interest or a similar payment in respect of Capital Instruments subject to an Award over all or part of the Vesting Period;

		“Coupon Equivalent ” means an amount that the Grantor may determine to add to a Vesting Portion on a Vesting Date which is equal to the value of any Coupons paid on the Capital Instruments subject to an Award which would have been paid to the Participant in respect of the Capital Instruments acquired on the exercise of an Option or Vesting of a Conditional Award or Provisional Allocation between the Award Date and the date on which the Option first became exercisable or the Conditional Award or Provisional Allocation Vested as the case may be, had those Capital Instruments been beneficially owned by the Participant during that period;

		“ 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 Vesting Portion on a Vesting Date as determined by the Grantor;

		“ Eligible Employee ” means any person who is an employee or former employee of any member of the Group [(including an executive director of the Company)] ¹ and who is deemed to be eligible to participate by the Grantor;

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

		“ Forfeitable Award ” means the transfer of the beneficial interest in Forfeitable Securities to a Participant and the subsequent holding of that interest in accordance with the Plan;

		“ Forfeitable Securities ” means Securities comprised in a Forfeitable Award which are subject to certain restrictions and forfeiture under the Plan;

		“ Grantor ” means the Committee or the Trustees, as the case may be, and where the Trustees grant the Award, the grant shall only be made following consultation with the Committee and the Trustees may only exercise their discretions under Rules 2, 3, 4, 6, 7, 8 and 10 of the Plan following consultation with the Committee;

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

		“ Option ” means a right to acquire Securities granted under the Plan which is designated as an option by the Grantor under Rule 2.2;

		“ Option Price ” means the amount, if any, payable on the exercise of an Option;

		“ 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 Grantor 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;

		“ Provisional Allocation ” means a provisional award of Securities awarded by the Trustees which does not (i) constitute the acquisition by a Participant of an interest in the Securities awarded to him or the acquisition of a right to acquire those Securities or (ii) entitle a Participant to claim any interest in the trust fund of the Trust or to compel the Trustees to pay or apply any of the capital or income comprised in the trust fund of the Trust to or for the benefit of a Participant;

		“ Risk Committee ” means the Barclays Group Risk Committee (or a duly authorised committee thereof or a duly authorised person);

		“ Rules ” means the rules of the Plan as set out in this document and “ Rule ” shall be construed accordingly;

		“ Securities ” means Shares or Capital Instruments as the context so requires;

		“ 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


¹		Provision subject to shareholder approval at the 2011 AGM; no grants to executive directors may be made before shareholder approval is obtained.

		capital of the Company to which the provisions of the Plan may apply from time to time PROVIDED THAT if a corporate event described in Rule 7 occurs, references to “Shares” in Rules 3 to 7 inclusive shall include any consideration received for any such shares under an Award which may otherwise have Vested;

		“ Special Provisions Schedule ” means Schedule 1 to the Plan;

		“ Subsidiary ” means any company 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 a 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;

		“ US Participant ” means a Participant who (i) is resident in, or a citizen or green card holder of, the United States of America on the Award Date, (ii) is otherwise subject to US taxation on the Award Date or (iii) becomes subject to US taxation prior to exercise or Vesting of an Award;

		“ Vest ” means:

	(a)		in relation to a Conditional Award, a Participant becoming entitled to have Securities transferred to him (or his nominee account) subject to the Rules;

	(b)		in relation to an Option, it becoming exercisable;

	(c)		in relation to a Forfeitable Award, the restrictions imposed on the Forfeitable Securities under the Plan ceasing to apply;

	(d)		in relation to a Provisional Allocation, the Trustees determining in their absolute discretion to release some or all of the Securities subject to the Provisional Allocation,

		and “ Vesting ” shall be construed accordingly;

		“ Vesting Date ” means such date as the Grantor shall in its absolute discretion determine in relation to a Vesting Portion of an Award;

		“ Vesting Period ” means the period from the Award Date to the final Vesting Date specified in the Award Letter; and

		“ Vesting Portion ” means such percentage of the Securities subject to an Award (rounded down to the nearest whole Security) as may Vest on or about any Vesting Date as set out 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 Grantor may in its absolute discretion grant any Eligible Employee an Award in accordance with the Rules and if relevant modified by the Special Provisions Schedule and on such additional terms as the Grantor 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 Grantor 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 (without limitation):

	(a)		the form of the Award;

	(b)		the number of Securities in respect of which the Award is granted or the formula by which such number may be found;

	(c)		the Award Date;

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

	(e)		details of the applicable Vesting Date(s) and Vesting Portion(s).

2.3		The number of Securities in respect of which an Award is to be granted shall be calculated by the Grantor.

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

2.5		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.

2.6		An Award may be granted:

(a)

in the 6 weeks beginning with:

	(i)		the date on which the Plan is approved by the shareholders of the Company; or

	(ii)		the dealing day after the date on which the Company announces its results for any period; or

	(iii)		the removal of any restrictions imposed on the Grantor or the Company which prevented an Award from being granted in the period mentioned in (ii); or

	(iv)		the date on which changes to any legislation or regulations affecting the Plan are announced or made; or

	(b)		at any other time when the Grantor so decides, provided that it is not restricted from granting Awards at that time by law or regulation

			[but an Award may not be granted after 27 April 2021 (that is, the expiry of the period of 10 years beginning with the date on which the Plan is approved by the shareholders of the Company).] ²

2.7		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, purported to be transferred or otherwise disposed of or if the Participant is adjudged bankrupt.

2.8		Except in the case of Forfeitable Awards, until an Award Vests, a Participant shall not be entitled to any dividends or other distributions made in respect of the Securities awarded to him and shall have no right to vote in respect of the Securities subject to his Award.

2.9		An Award of Shares may be satisfied:


²		Provision subject to shareholder approval at the 2011 AGM.

	(a)		[by the issue of new Shares; and/or

	(b)		by the transfer of treasury Shares; and/or] ³

	(c)		by the transfer of Shares (other than the transfer of treasury Shares).

2.10		An Award of Capital Instruments may be satisfied by [the issue of new Capital Instruments and/or by] ⁴ the transfer of Capital Instruments.

2.11		The Grantor may decide to change the way in which it is intended that an Award granted as a Conditional Award, an Option or a Provisional Allocation may be satisfied after it has been granted, having regard to the provisions of Rule 5.

3.		VESTING OF AWARDS

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 relevant Vesting Portion of an Award (provided it is not a Provisional Allocation) and any Dividend Shares or Coupon Equivalent (if applicable) shall Vest in accordance with Rule 4 on the Vesting Date. In the case of a Provisional Allocation, the Trustees shall, in their absolute discretion, determine whether the Vesting Portion shall Vest on the Vesting Date in accordance with Rule 4.

3.2		Subject to Rules 3.3, 3.4 and 6 and to the satisfaction of any Performance Condition attaching to an Award, if on any Vesting Date the Participant is not an employee of the Group, the Grantor may in its absolute discretion and in accordance with Rule 4 allow:

	(a)		the relevant Vesting Portion and any Dividend Shares or Coupon Equivalent (if applicable) to Vest on its Vesting Date; or

	(b)		a lower number of such Securities and any Dividend Shares or Coupon Equivalent (if applicable)to Vest; or

	(c)		no Securities, Dividend Shares or Coupon Equivalent at all to Vest.

3.3

Notwithstanding any other provision of the Plan, and irrespective of whether any Performance Condition attached to an Award has been satisfied, if the Grantor determines in its 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 then:

	(a)		the Grantor may at its absolute discretion determine that any Vesting Portion and/or Dividend Shares or Coupon Equivalent (if any) that may otherwise Vest may be limited, reduced and/or made subject to any other condition as the Grantor considers at its absolute discretion appropriate; and

	(b)		in the absence of any determination by the Grantor under Rule 3.3(a), the Vesting of any Vesting Portion and/or Dividend Shares or Coupon Equivalent (if any) that may otherwise Vest (including any Securities not released as the result of the exercise of discretion by the Grantor under Rule 3.3 (a)) shall be suspended until such time as the Grantor lifts such suspension or exercises its discretion under Rule 3.3(a) PROVIDED THAT to the extent that the Grantor has not lifted such suspension or exercised its discretion under Rule 3.3(a) within 3 years from the date specified at the Award Date as the final Vesting Date of an Award which remains outstanding and in respect of which Vesting of any Vesting Portion and/or


³		Provision subject to shareholder approval at the 2011 AGM.

⁴		Provision subject to shareholder approval at the 2011 AGM.

Dividend Shares or Coupon Equivalent (if any) remains suspended under this Rule 3.3(b), all such Awards shall be forfeited and lapse in their entirety, unless the Grantor, in exceptional circumstances, determines otherwise.

3.4

Notwithstanding any other provision of the Plan, and irrespective of whether any Performance Condition attached to an Award has been satisfied, the Grantor may, in its absolute discretion, determine that any Vesting Portion and/or Dividend Shares or Coupon Equivalent (if any) may be reduced (to nil if appropriate) as a result of:

	(a)		the Group or 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 his 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;

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

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

	(e)		the Group or the business in which the Participant works having, in the reasonable opinion of the Committee, following consultation with the Risk Committee, suffered a material failure of risk management during the Vesting Period

3.5		If a Participant relocates to another jurisdiction before his Award Vests and, as a result of the relocation, the Participant or any member of the Group would be subject to additional tax or social security on the Vesting of the Award or the Vesting of the Award in that other jurisdiction would be subject to any regulatory restriction, approval or consent, the Grantor may determine that the Award may Vest on such terms and during such period preceding the date on which the Participant relocates as the Grantor may determine.

4.		CONSEQUENCES OF VESTING

4.1		In the case of a Conditional Award, the Grantor shall, subject to the remainder of this Rule 4, transfer or procure the transfer of the Vesting Portion of the Award to the Participant or his nominee account on or as soon as reasonably practicable after the relevant Vesting Date.

4.2		In the case of an Option, the Option shall, subject to the remainder of this Rule 4, be exercisable in respect of Securities subject to the Vesting Portion for a period determined by the Grantor at the Award Date in its absolute discretion, but being a period of no longer than 10 years from the Award Date, starting with the relevant Vesting Date unless it lapses earlier under Rules 6 or 7. If an Option is not exercised during the last 30 days of that period because of any regulatory restrictions, the Grantor may extend the period during which the Option may be exercised so as to permit the Option to be exercised as soon as those restrictions cease to apply.

4.3		In the case of a Forfeitable Award, the Vesting Portion of the Forfeiture Securities shall cease to be subject to the restrictions imposed on those Forfeitable Securities under the Plan and the Grantor shall, subject to the remainder of this Rule 4, transfer or procure the transfer of the legal title to those Forfeitable Securities and/or any documents of title relating to those Forfeitable Securities to the Participant or his nominee account on or as soon as reasonably practicable on or around the relevant Vesting Date.

4.4		In the case of a Provisional Allocation, if the Trustees determine that any Securities under an Award shall Vest pursuant to Rules 3, 6 or 7, the Trustees shall as soon as reasonably practicable on or around the relevant Vesting Date transfer or procure the transfer to the Participant or his nominee account of the Vesting Portion 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 Securities to him within 28 days of Vesting; and

	(b)		the Participant shall from the date of such determination become beneficially entitled to such Securities and shall have the right to receive all dividends or Coupons, as the case may be, paid to the Trustees on such Securities on or after their Vesting (net of any tax payable on such dividends or Coupon by the Trustees) and the right to direct the Trustees as to voting in respect of such Securities (where such Securities are Shares) and the Trustees shall vote in accordance with any such instructions.

4.5

An Award shall not Vest unless and until the following conditions are satisfied:

	(a)		if the Grantor so requires, the Participant shall enter into an election to be made jointly with his Employer pursuant to section 431 of the Income Tax (Earnings and Pensions) Act 2003 for the Securities 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 4.6, the Participant shall pay in such manner as the Grantor may from time to time prescribe any such additional amount of which the Grantor 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 Securities to him; and

	(c)		the Vesting of the Award or exercise of the Option and the transfer of Securities after such Vesting or exercise would be lawful in all relevant jurisdictions and in compliance with 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.

4.6		The Grantor may sell, or procure the sale of, such number of Securities which have Vested to meet any obligation of the Trustees, any member of the Group or any other person to deduct tax or employees’ social security contributions or other tax withholding which may be required by law in any jurisdiction or which the Grantor and/or the Employer reasonably considers to be necessary or desirable in respect of the Vesting of an Award.

4.7		An Award shall lapse in accordance with the Plan or to the extent that it does not Vest under the Plan. On the lapse of all or any part of a Forfeitable Award, the beneficial interest (and, if appropriate, the legal interest) of the Forfeitable Securities in respect of which such Award has lapsed shall be transferred for no (or nominal) consideration to any person specified by the Grantor.

5.		LIMITS

5.1		An Award shall not be granted in any calendar year if, at the time of its proposed Award Date, it would cause the number of Shares allocated in the period of 10 calendar years ending with that calendar year under the Plan and under any other executive share plan adopted by the Company to

		exceed such number as represents 5 per cent. of the ordinary share capital of the Company in issue at that time.

5.2		An Award shall not be granted in any calendar year if, at the time of its proposed Award Date, it would cause the number of Shares allocated in the period of 10 calendar years ending with that calendar year under the Plan and under any other employee share plan adopted by the Company to exceed such number as represents 10 per cent. of the ordinary share capital of the Company in issue at that time

5.3		For the purposes of Rules 5.1 and 5.2:

	(a)		Shares are allocated when an option, award or other contractual right to acquire unissued Shares or treasury Shares is granted and, where Shares are issued or treasury Shares are transferred otherwise than pursuant to an option, award or other contractual right to acquire Shares, when those Shares are issued or treasury Shares transferred;

	(b)		any Shares which have been issued or which may be issued (or any Shares transferred out of treasury or which may be transferred out of treasury) to any trustees to satisfy the exercise of any option, award or other contractual right granted under any employee share plan shall count as allocated unless they are already treated as allocated under this Rule; and

	(c)		for the avoidance of doubt, existing Shares other than treasury Shares that are transferred or over which options, awards or other contractual rights are granted shall not count as allocated.

5.4

For the purposes of Rule 5.3:

(a)

where:

	(i)		any option, award or other contractual right to acquire unissued Shares or treasury Shares is released or lapses (whether in whole or in part); or

	(ii)		after the grant of an option, award or other contractual right the Grantor determines that:

	(A)		where an amount is normally payable on its exercise it shall be satisfied without such payment but instead by the payment of cash equal to the gain made on its exercise; or

	(B)		it shall be satisfied by the transfer of existing Shares (other than Shares transferred out of treasury)

the unissued Shares or treasury Shares which consequently cease to be subject to the option, award or other contractual right shall not count as allocated; and

(b)

the number of Shares allocated in respect of an option, award or other contractual right shall be such number as the Board shall reasonably determine from time to time.

5.5		Treasury Shares shall cease to count as allocated Shares for the purposes of Rule 5.3 if institutional investor guidelines cease to require such Shares to be so counted.

5.6		Any Award shall be limited and take effect so that the limits in this Rule 5 are complied with.

5.7		No Shares may be issued or treasury Shares transferred to satisfy the Vesting of any Award or the exercise of any Option to the extent that such issue or transfer would cause the number of Shares allocated (as defined in Rule 5.3 and adjusted under Rule 5.4) to exceed the limits in Rules 5.1 and 5.2

		except where there is a variation of share capital of the Company which results in the number of Shares so allocated exceeding such limits solely by virtue of that variation.

6.		VESTING AFTER CESSATION OF EMPLOYMENT

6.1		Subject to Rules 3.3 and 3.4 and unless a Vesting Portion may Vest before its Vesting Date under Rules 6.2, 6.3, 6.4 and 7, a Vesting Portion may not Vest before the relevant Vesting Date. Any Vesting Portion which does not Vest shall lapse.

6.2		Subject to Rules 3.3 and 3.4, if a Participant dies his Award (provided it is not a Provisional Allocation) shall, unless the Grantor decides otherwise in exceptional circumstances, Vest on the earlier of its applicable Vesting Date and the date on which the Grantor is notified of the death in accordance with Rule 4. In the case of a Provisional Allocation, the Trustees shall, in their absolute discretion, decide whether the Award should Vest.

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

	(a)		injury, disability or ill health;

	(b)		redundancy;

	(c)		retirement with the agreement of his Employer;

	(d)		the company by which he is employed ceasing to be a member of the Group or the undertaking in which he is employed being transferred to a transferee which is not a member of the Group; or

	(e)		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

		his Award (provided it is not a Provisional Allocation) shall, unless the Grantor decides otherwise in exceptional circumstances, Vest on the applicable Vesting Date for each Vesting Portion 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 Vesting Date of any Vesting Portion the Grantor may allow such unvested Vesting Portions as the Grantor so decides to Vest on the date of such cessation. In the case of a Provisional Allocation, the Trustees shall, in their absolute discretion, decide whether each Vesting Portion should Vest. Any Vesting Portion which does not Vest shall lapse.

6.4		Subject to Rules 3.3 and 3.4, 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 Grantor in its absolute discretion in exceptional circumstances determines otherwise in which case the Grantor may release to the Participant each Vesting Portion on or after the applicable Vesting Date for each Vesting Portion 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 Vesting Date for any Vesting Portion, the Grantor may allow such unvested Vesting Portions as the Grantor so decides to Vest on the date of such cessation. Any Vesting Portion which does not Vest 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 Grantor decides otherwise in its absolute discretion.

7.		TAKE-OVER AND LIQUIDATION

7.1		Rule 7.2 shall apply if:

(a)

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)

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.

7.2

Subject to Rules 3.3 and 3.4, the Grantor shall have absolute discretion to determine whether:

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

	(b)		any Awards should Vest early before their relevant Vesting Dates; and/or

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

7.3		Subject to Rules 3.3 and 3.4, if the Company gives notice of a general meeting to consider a resolution for the voluntary winding up of the Company (the “ resolution ”) the Grantor shall allow Awards to Vest PROVIDED THAT any Vesting 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 Grantor allows Awards to Vest pursuant to this Rule 7.3, the Participant shall be entitled to share in the assets of the Company with existing holders of the Securities in the same manner as if the Securities had been registered in his name before the resolution was passed.

7.4		Subject to Rules 3.3 and 3.4, if, in the opinion of the Grantor, 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 Grantor may depending on the form of the Award, acting fairly, reasonably and objectively, allow all unvested Awards to Vest 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.

7.6		If any company (“ Acquiring Company ”) obtains Control of the Company as a result of making an offer referred to in Rule 7.1 or a compromise or arrangement referred to in Rule 7.1 any Participant may, by agreement with the Acquiring Company, release any Award (“ Old Award ”) in consideration of the grant to him of an Award (“ New Award ”) which is equivalent to the Old Award except that it will be over securities in the Acquiring Company or some other company.

		The Rules will apply to any New Award granted under this Rule 7.6 as if references to Securities were references to securities over which the New Award is granted and references to the Company were references to the company whose securities are subject to the New Award.

8.		VARIATIONS IN THE SHARE CAPITAL OF THE COMPANY

8.1		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 Securities to a material extent, the Grantor may

		make such adjustment as it considers appropriate to the number of Securities subject to any Award and, in the case of an Option over Securities and subject to Rule 8.2, the Option Price.

8.2		An adjustment under Rule 8.1 may have the effect of reducing the price at which Shares may be subscribed for on the exercise of an Option to less than their nominal value, but only if and to the extent that the Board is authorised:

	(a)		to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercised and which are to be allotted after such exercise exceeds the price at which the Shares may be subscribed for; and

	(b)		to apply that sum in paying up such amount on such Shares

		so that on exercise of any Option in respect of which such a reduction shall have been made the Board shall capitalise that sum (if any) and apply it in paying up that amount.

9.		ADMINISTRATION OF THE PLAN

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

9.2		The Grantor 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		Where the Trustee is the Grantor, 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, Vesting Dates or Vesting Portions. The Trustees shall consider all such recommendations but shall not be bound to follow such recommendations or be required to give reasons for any refusal to follow them.

10.		AMENDMENT OF THE PLAN

10.1		Notwithstanding any other provision of the Plan but subject to Rule 10.2, the Grantor may at any time and from time to time in its 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, save in circumstances in which such amendment, modification, suspension or termination is necessary to ensure the Group’s compliance with prevailing legal and / or regulatory requirements.

10.2		[ Except as described below, no alteration to the advantage of an individual to whom an Award has been or may be granted shall be made under Rule 10.1 to the provisions concerning:

	(a)		eligibility;

	(b)		the individual limits on participation;

	(c)		the overall limits on the issue of Shares or the transfer of Shares out of treasury;

	(d)		the basis for determining a Participant’s entitlement to, and the terms of, Securities or cash provided under the Plan;

	(e)		the adjustments that may be made in the event of any variation of capital; and

(f)

the terms of this Rule 10.2

		without the prior approval by ordinary resolution of the members of the Company in general meeting PROVIDED THAT this shall not apply to any minor alteration to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or any member of the Group.] ⁵

11.		FORFEITABLE SECURITIES

		On or before the grant of a Forfeitable Award, each Eligible Employee selected for such an Award must enter into an agreement with the Company under the terms of which the Eligible Employee agrees:

11.1		to have full beneficial ownership of the Securities;

11.2		unless the Grantor decides otherwise, to waive his right to all Coupons, cash and scrip dividends on his Forfeitable Securities until Vesting;

11.3		that he will not assign, transfer, charge or otherwise dispose of any Forfeitable Securities or any interest in them until Vesting save as otherwise required by the Plan;

11.4		if required by the Grantor, to enter into any elections under Part 7 of ITEPA and any election to transfer or any agreement to pay secondary Class 1 National Insurance Contributions (or their equivalents in any jurisdiction) in relation to his Forfeitable Securities; and

11.5		to sign any documentation to give effect to the terms of the Forfeitable Award.

12.		CASH ALTERNATIVE

12.1		Where a Conditional Award or a Provisional Allocation Vests or where an Option has been exercised and Vested Securities have not yet been transferred to the Participant (or his nominee account), the Grantor may determine that, instead of acquiring such number of Vested Securities as the Grantor may decide (but in full and final satisfaction of his right (if any) to acquire those Securities), he shall be paid by way of additional employment income a sum equal to the cash equivalent (as defined in Rule 12.3) of that number of Securities in accordance with the following provisions of this Rule 12.

12.2		Rule 12.1 shall not apply in relation to an Award made to a Participant in any jurisdiction where the presence of Rule 12.1 would cause the grant of the Award to be unlawful or for it to fall outside any applicable securities law exclusion or exemption or adverse tax or social security contributions consequences for the Participant or any member of the Group as determined by the Board provided that this Rule 12.2 shall apply only if its application would prevent the occurrence of a consequence referred to in this Rule 12.2.

12.3		For the purpose of this Rule 12, the cash equivalent of a Security is:

	(a)		in the case of a Conditional Award or a Provisional Allocation, the market value of a Security on the day when the Award Vests; and

	(b)		in the case of an Option, the market value of a Security on the day when the Option is exercised reduced by the Option Price in respect of that Security.

Market value on any day shall be such value of a Security as the Grantor reasonably determines.


⁵		Provision subject to shareholder approval at the 2011 AGM.

12.4		As soon as reasonably practicable after the Grantor has determined under Rule 12.1 that a Participant shall be paid a sum in substitution for his right (if any) to acquire any number of Vested Securities the Company shall pay to him or procure the payment to him of that sum in cash and if he has already paid the Company for those Securities, the Company shall return to him the amount so paid by him

12.5		There shall be deducted from any payment under this Rule 12 such amounts (on account of tax or similar liabilities) as may be required by law or as the Grantor may reasonably consider to be necessary or desirable.

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. 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

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 Grantor may make an Award and the release of Securities under it conditional on the Participant complying with arrangements specified by the Grantor for the payment of any taxation, employees’ social security contributions or employer’s social security obligations (including, without limitation, the deduction of taxation at source).

13.3		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, in the case of the Committee, to the registered office of the Company 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.

13.4		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 by 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.

13.5		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.

13.6		Third Parties

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

13.7		Awards not Pensionable

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

13.8		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.

SCHEDULE 1

SPECIAL PROVISIONS SCHEDULE

The Special Provisions Schedule takes effect as if the Rules were set out in it incorporating the following modifications.

Words or phrases in this Schedule 1 shall have the same meaning as in Rule 1.1 except as provided below. Except as noted in this Schedule 1, the Rules apply to Awards granted under this Schedule 1.

A.		AWARDS FOR NEW JOINERS

		For Eligible Employees who are New Joiners and who are granted an Award under the Plan, the Rules are modified by deleting Rule 6.3(e) and replacing it with the following:

		“6.3 (e) any other reason as determined by the Grantor in its absolute discretion.”

		For the purposes of this Schedule 1, “ New Joiners ” means any person who on the relevant Award Date is an Eligible Employee by reason of his having commenced employment within the Group in the six months (or such period as determined by the Grantor) preceding the Award Date and who is determined to be a New Joiner by the Grantor.

B.		AWARDS TO OVERSEAS ELIGIBLE EMPLOYEES (NON-US )

1.		Brazil

		For Eligible Employees resident in Brazil, the Rules are modified by the deletion of the definition of “Award” in Rule 1.1 and its replacement with the following:

		“Award” means a Provisional Allocation of Securities to Vest on the Vesting Dates applicable to the Award or an Option to acquire Securities for no payment which shall become exercisable in respect of each Vesting Portion on its applicable Vesting Date for a period of 90 days following which any unexercised Vesting Portion shall lapse.”

2.		Spain

		For Eligible Employees resident in Spain, the Rules are modified so that Rule 6.3(e) 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”.

C.		UNITED STATES SPECIAL PROVISIONS ⁶

		The following shall apply for all US Participants who are Eligible Employees. Where a Participant becomes a US Participant after the grant of an Award, such Award is modified in a manner consistent with these provisions.

		Notwithstanding anything in the Plan to the contrary, Awards granted to a US Participant shall be subject to the following provisions, as applicable:


⁶		No Awards in the form of nil-cost Options over Securities or other Options over Capital Instruments shall be granted to US Participants.

(a)		The Award Letter provided for Conditional Awards and Awards otherwise subject to section 409A of the United States Internal Revenue Code of 1988, as amended (“Section 409A”) shall include the scheduled payment/settlement date(s) for such Award.

(b)		The grant of Dividend Shares and Coupon Equivalents shall not apply to Options.

(c)		Rule 3.3 (b) shall not apply unless the payment delay described in Rule 3.3(b) is legally required under applicable law (within the meaning of US Treasury Regulation Section 1.409A-2(b)(7)(ii)) or the payment would otherwise would jeopardize the Company’s ability to continue as a “going concern” (within the meaning of US Treasury Regulation Section 1.409A-3(d)).

(d)		Notwithstanding anything to the contrary in the Rules, payment/settlement with respect to any:

	(i)		Provisional Allocation or other Award that is exempt from Section 409A or any Dividend Shares or Coupon Equivalents shall be made no later than 2 ¹ / 2 months following the end of the calendar year in which such Award or amount Vests; and

	(ii)		Conditional Award or any other Award that is subject to Section 409A shall be made as soon as practicable following the scheduled payment/settlement date but in no event more than 30 days thereafter, except as otherwise permitted under Section 409A; provided, however, that to the extent a Participant dies before the scheduled Vesting Date(s), such Participant’s Awards shall be paid/settled as soon as practicable following the date of death, but only to the extent then Vested.

(e)		Notwithstanding anything in Rule 6.3 or Rule 7 to the contrary, in the case of a Conditional Award or other Award that is subject to Section 409A, the provisions of Rule 6.3 or 7, as the case maybe, may be invoked to accelerate the Vesting of such Award but not the payment or settlement of such Award. Such Award shall be paid or settled on the originally-scheduled payment/settlement date, unless otherwise permitted under Section 409A.

(f)		Adjustments made pursuant to Rule 8 with respect to any Award granted to a US Participant shall be made in accordance with US Treasury Regulation Section 1.409A-1(b)(5).

(g)		To the extent that a Participant who has been granted an Option becomes subject to US taxation and his Option is determined to have been granted with an option price less than “fair market value” on the Award Date as defined in US Treasury Regulation Section 1.409A-1(b)(5), his Option shall be exercisable only as follows: (i) if the Option is Vested in the year that the Participant becomes subject to US taxation, the Option shall be exercisable only in the first calendar year after the year in which the Participant becomes subject to US taxation; and (ii) if the Option is not Vested in the year that the Participant becomes subject to US taxation, the Option shall be exercisable only in the first calendar year after the year in which the substantial risk of forfeiture (within the meaning of Section 409A) lapses.

(h)		These provisions shall also apply to Cash Awards granted under Schedule 2 to the Plan to the same extent that these provisions apply to other Conditional Awards, Provisional Allocations or Options.

(i)		In the event that a Participant is a “specified employee” (within the meaning of US Treasury Regulation Section 1.409A-1(i)) as of the date of the Participant’s “separation from service” (within the meaning of US Treasury Regulation Section 1.409A-1(h)) and if any Award both (i) constitutes a “deferral of compensation” within the meaning of Section 409A and (ii) cannot be paid or provided in the manner otherwise provided without subjecting the Participant to “additional tax”, interest or penalties under Section 409A, then, to the extent necessary to avoid penalties under Section 409A, no Award that is a deferral of compensation shall be paid or settled prior to the first day of the seventh month following the Participant’s separation from service.

SCHEDULE 2

CASH AWARDS

The Rules of the Plan shall apply to a Cash Award granted or to be granted under this Schedule as if it was a Conditional Award, an Option or a Provisional Allocation over Securities as determined by the Grantor, except as set out in this Schedule. References in the Rules of the Plan to Securities shall be read as references to a cash sum where the context so requires. Where there is any conflict between the Rules and this Schedule, the terms of this Schedule shall prevail.

(a)		The Grantor may grant or procure the grant of a Cash Award.

(b)		The Grantor shall determine the form of a Cash Award (Conditional Award, Option or Provisional Allocation) on or before the Award Date of that Cash Award.

(c)		Each Cash Award shall relate to a given number of notional Securities.

(d)		On or as soon as reasonably practicable after the Vesting of a Cash Award structured as a Conditional Award or a Provisional Allocation, the holder of that Award shall be entitled to a cash sum which shall be equal to the “ Cash Value ” of the notional Vested Securities.

(e)		A Cash Award structured as an Option shall be exercisable in respect of notional Vested Securities for a period determined by the Grantor at the Award Date in its absolute discretion (being a period of no longer than 10 years from the Award Date) beginning with the date on which the Cash Award Vests (unless it lapses earlier under Rule 6.4 or Rule 7). Following the exercise of a Cash Award structured as an Option, the holder of that Award shall be entitled to a cash sum which shall be equal to the “ Cash Value ” of the notional Vested Securities less the Option Price (if any).

(f)		For the purposes of this Schedule:

	(i)		the Cash Value of a notional Security is the Market Value of a Security on the date of Vesting of a Cash Award structured as a Conditional Award or a Provisional Allocation and on the date of exercise of a Cash Award structured as an Option; and

	(ii)		the Market Value of a Security on any day shall be determined in accordance with Rule 12.3.

(g)		Any cash sum payable under paragraphs (d) or (e) above shall be paid by the Employer as soon as practicable after the Vesting of the Cash Award under paragraph (d) or its exercise under paragraph (e), net of any deductions (on account of any tax or social security or similar liabilities) as may be required by law.

(h)		For the avoidance of doubt, a Cash Award shall not confer any right on the holder of such an Award to receive Securities or any interest in Securities.

SCHEDULE 3

CONTINGENT CAPITAL AWARDS

DEFINITIONS AND INTERPRETATION

1.1

In this Schedule, unless the context otherwise requires:

“ Adoption Date ” means 14 March 2011 being the date on which this Schedule was adopted by the Committee;

“ Award ” means a Conditional Award or a Provisional Allocation of cash to be paid on the Payment Dates applicable to the Award (or any other form of delivery as determined by the Committee, including but not limited to the grant of an award of the Company’s shares under any employee share scheme operated by a member of the Group the terms of which are not included in this Schedule by reference);

“ Award Date ” means in relation to an Award the date specified as such by the Committee 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 Committee 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 authorised committee of the Board or a duly authorised person;

“ Capital Condition ” means a condition related to the Barclays Group Core Tier 1 capital ratio or another condition relating to capital as determined by the Committee from time to time and as specified by the Committee under Rule 2.2;

“ Capital Threshold ” means the Barclays Group Core Tier 1 capital ratio threshold, or such other appropriate capital threshold, specified by the Committee on or before the Award Date;

“ 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 this Schedule) empowered to act on behalf of the Company for all purposes in connection with this Schedule 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);

“ Conditional Award ” means a conditional right to receive a cash sum granted under this Schedule;

“ Control ” means control within the meaning of section 995 of the Income Tax Act 2007;

“ Core Tier 1 capital ratio ” means the Barclays Group Core Tier 1 capital ratio calculated in accordance with the prevailing regulatory requirements as derived from the most recent annual or half-year results published by the Company;

“ Coupon ” means an amount (expressed as a percentage or otherwise) that may be awarded over all or any part of the Vesting Period and which may be added to a Payment Amount on a Payment Date as determined by the Committee PROVIDED THAT the Committee may in its absolute discretion vary the Coupon at any time during the Vesting Period if such variation will not, in the Committee’s reasonable opinion, materially adversely affect an Award;

“ Eligible Employee ” means any person who is an employee or former employee of any member of the Group [(including an executive director of the Company)] ⁷ and who is deemed to be eligible to participate by the Committee;

“ 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 this Schedule;

“ Payment Amount ” means such percentage of the cash (or any other form of delivery as determined by the Committee) subject to an Award as may be payable on or around any Payment Date and “ payable ” means in relation to:

(a)

a provisional allocation, the Committee determining in its absolute discretion that the Payment Amount shall be paid to the Participant; and

(b)

a conditional award, a Participant becoming entitled to have a Payment Amount paid to him;

“ Payment Date ” means such date as the Committee shall in its absolute discretion determine in relation to a Payment Amount under an Award as set out in the Award Letter;

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

“ Provisional Allocation ” means a provisional award of cash which does not constitute the acquisition by a Participant of an interest in the cash awarded to him or the acquisition of a right to that cash;

“ Risk Committee ” means the Barclays Group Risk Committee (or a duly authorised committee thereof or a duly authorised person);

“ Rules ” means the rules of this Schedule as set out in this Schedule and Rule shall be construed accordingly;

“ Schedule ” means the Barclays Contingent Capital Award Schedule as constituted by this Schedule and as amended from time to time in accordance with the provisions hereof;

“ Special Provisions Appendix ” means the appendix to this Schedule;

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

“ US Participant ” means a Participant who (i) is resident in, or a citizen or green card holder of, the United States of America on the Award Date, (ii) is otherwise subject to US taxation on the Award Date or (iii) becomes subject to US taxation prior to exercise or Vesting of an Award;


⁷		Provision subject to shareholder approval at the 2011 AGM; no grants to executive directors may be made before shareholder approval is obtained.

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

1.2

Any reference in this Schedule 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.

GRANT OF AWARDS

2.1

Subject to the limitations specified in this Rule 2, the Committee may in its absolute discretion grant any Eligible Employee an Award in accordance with the Rules and if relevant modified by the Special Provisions Appendix and on such additional terms as the Committee or the Employer 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 Committee 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 (without limitation):

(a)

the amount in respect of which the Award is granted;

(b)

the Award Date;

(c)

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

(d)

the Capital Condition (being the condition set out in Rule 3.5 or such other Capital Condition as the Committee may specify in the Award Letter);

(e)

whether a Coupon may be awarded over the Vesting Period and at what rate;

(f)

details of the applicable Payment Date(s) and Payment Amount(s); and

(g)

the currency in which each Payment Amount will be paid.

2.3

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

2.4

The grant of any Award shall be subject to obtaining any approval or consent required under any relevant UK or overseas regulation or enactment.

2.5

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

2.6

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, purported to be transferred or otherwise disposed of or if the Participant is adjudged bankrupt.

PAYMENT

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, to the extent that the Payment Amount has become payable on the relevant Payment Date, the Employer shall pay the Payment Amount and any Coupon (if applicable) to the Participant in accordance with Rule 4 on or as soon as reasonably practicable after that Payment Date.

3.2

Subject to Rules 3.3, 3.4, 3.5 and 6 and to the satisfaction of any Performance Condition attaching to an Award, if on any Payment Date the Participant is not an employee of the Group, the

Committee may in its absolute discretion determine that the Employer shall pay to the Participant in accordance with Rule 4:

	(a)		the Payment Amount and any Coupon (if applicable) available for payment on or after the Payment Date; or

	(b)		a lesser amount of such Payment Amount and/or a lesser amount of such Coupon; or

	(c)		no Payment Amount at all and/or no Coupon at all.

3.3

Notwithstanding any other provision of this Schedule, and irrespective of whether any Performance Condition attached to an Award has been satisfied, if the Committee determines in its 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 constraints on the Group which preclude or limit the Group’s ability to facilitate the funding of Awards then:

	(a)		the Committee may at its absolute discretion determine that any Payment Amount and/or Coupon (or part thereof) that may otherwise be payable may be limited, reduced and/or made subject to any other condition as the Committee considers at its absolute discretion appropriate;

	(b)		in the absence of any determination by the Committee under Rule 3.3 (a), the payment of any Payment Amount and/or Coupon that may otherwise be payable (including any part which was not paid as the result of the exercise of discretion by the Committee under Rule 3.3(a)) shall be suspended until such time as the Committee lifts such suspension or exercises its discretion under Rule 3.3(a) PROVIDED THAT to the extent that the Committee has not lifted such suspension or exercised its discretion under Rule 3.3(a) within 3 years from the date specified at the Award Date as the final Payment Date of an Award which remains outstanding and in respect of which payment of any part of a Payment Amount and/or Coupon remains suspended under this Rule 3.3(b), all such Payment Amounts and/or Coupons shall be forfeited and lapse in their entirety, unless the Committee, in exceptional circumstances, determines otherwise; and

	(c)		the Committee may at its absolute discretion determine that any Payment Amount and/or Coupon (or part thereof) that may otherwise be payable may be limited or reduced if the Core Tier 1 capital ratio falls or has fallen below the relevant Capital Threshold. Any such limitation or reduction shall take account of the impact on the shareholders of the Company of any action taken by the Group to increase the Core Tier 1 capital ratio to above such Capital Threshold.

3.4

Notwithstanding any other provision of this Schedule, and irrespective of whether any Performance Condition attached to an Award has been satisfied, the Committee may, in its absolute discretion, determine that any Payment Amount and/or Coupon (or part thereof) may be reduced (to nil if appropriate) as a result of:

	(a)		the Group or 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 his 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;

(c)

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

(d)

the Participant’s actions at any time during the Vesting Period having, in the reasonable opinion of the Committee, following consultation with his Employer, amounted to serious misconduct; or

(e)

the Group or the business in which the Participants is employed having, in the reasonable opinion of the Committee, following consultation with the Risk Committee, suffered a material failure of risk management.

3.5

Notwithstanding any other provision of this Schedule, and irrespective of whether any Performance Condition attached to an Award has been satisfied, if immediately before a Payment Date the Core Tier 1 capital ratio has:

(a)

fallen below the Capital Threshold; or

(b)

would fall below the Capital Threshold if the Payment Amount and/or the associated Coupon payable on that Payment Date were paid,

then all outstanding Payment Amounts that may otherwise be or become payable shall be suspended until such time as the Committee determines otherwise PROVIDED THAT the Committee may only lift such suspension at a time when the Core Tier 1 capital ratio is at least equal to the Capital Threshold and would not fall below such Capital Threshold as a result of the payment of any such Payment Amount. In determining that any Payment Amounts should be paid following the lifting of such suspension, the Committee shall pay due regard to Rule 3.3(c). To the extent that any Payment Amounts remain suspended under this Rule 3.5 following publication of the annual report following the fifth anniversary of the date of suspension, then all such suspended Payment Amounts shall be forfeited and lapse in their entirety.

If any Award or part of an Award is suspended in accordance with this Rule 3.5, then the Coupon (if any) in respect of that Award shall lapse in full at the time of such suspension.

MANNER OF PAYMENT

4.1

When Payment Amounts become payable pursuant to Rules 3, 6 or 7, the Employer shall as soon as reasonably practicable after the relevant Payment Date pay to a Participant the amount of cash available for payment under the Award determined in accordance with Rules 3, 6 and 7 and shall inform the Participant of the payment of cash to him within 28 days of such payment PROVIDED THAT any cash which is not so paid shall cease to be available for payment.

4.2

All Payment Amounts and Coupons shall, where applicable, be subject to deduction of tax and employees’ social security contributions or other tax withholding which may be required by law in any jurisdiction or which the Committee and/or the Employer reasonably considers to be necessary or desirable.

LIMITATION ON PAYMENT

Subject to Rules 3, 6 and 7, Payment Amounts may be paid to a Participant who has ceased to be an Eligible Employee.

PAYMENT AFTER CESSATION OF EMPLOYMENT

6.1

Subject to Rules 3.3, 3.4 and 3.5 and unless a Payment Amount may be paid before its Payment Date under Rules 6.2, 6.3, 6.4 and 7, a Payment Amount may only be paid on or as soon as

reasonably practicable after its Payment Date. Any Payment Amount which is not so paid shall lapse.

6.2

Subject to Rules 3.3, 3.4 and 3.5, if a Participant dies his Award (provided it is not a Provisional Allocation) shall, unless the Committee decides otherwise in exceptional circumstances, become payable on the earlier of its applicable Payment Date and the date on which the Committee is notified of the death in accordance with Rule 4. In the case of a Provisional Allocation, the Committee shall, in its absolute discretion, decide whether the Award should become payable.

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

	(g)		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

his Award (provided it is not a Provisional Allocation) shall, unless the Committee decides otherwise in exceptional circumstances, become payable on the applicable Payment Date for each Payment Amount 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 Payment Date of any Payment Amount the Committee may allow such unpaid Payment Amounts as the Committee so decides to become payable on the date of such cessation. In the case of a Provisional Allocation, the Committee shall, in its absolute discretion, decide whether each Payment Amount should become payable. Any Payment Amount which does not become payable 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 Committee in its absolute discretion in exceptional circumstances determines otherwise in which case the Committee may determine that unpaid Payment Amounts shall be paid to the Participant on or after the applicable Payment Date for each Payment Amount 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 Payment Date for any Payment Amount, the Committee may in its absolute discretion determine that any unpaid Payment Amounts as the Committee so determines shall be paid to the Participant as soon as reasonably practicable after the date of such cessation. Any Payment Amount which is not so paid 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 Committee decides otherwise in its absolute discretion.

TAKE-OVER AND LIQUIDATION

7.1

Rule 7.2 shall apply if:

(a)

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 Committee shall have absolute discretion to determine whether:

(a)

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

(b)

any Payment Amounts and any Coupons (if applicable) should be paid out to Participants early; and/or

(c)

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

8.		ADMINISTRATION OF THIS SCHEDULE

8.1		This Schedule shall be administered by the Committee whose decision on any matter connected with this Schedule shall be final and binding.

8.2

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

AMENDMENT OF THIS SCHEDULE

9.1

Notwithstanding any other provision of this Schedule, the Committee may at any time and from time to time in its absolute discretion and without notice modify or amend, in whole or in part, any or all of the provisions of this Schedule or suspend or terminate this Schedule entirely, provided that no such modification or amendment may be made that would materially adversely affect existing Awards in particular in respect of Payment Dates, Payment Amounts, Coupons, Performance Conditions and the method of delivery of Awards, save in circumstances in which such amendment, modification, suspension or termination is necessary to ensure the Group’s compliance with prevailing legal and/or regulatory requirements.

9.2

[Except as described below, no alteration to the advantage of an individual to whom an Award has been or may be granted shall be made under Rule 9.1 to the provisions concerning:

	(a)		eligibility;

	(b)		the individual limits on participation;

	(c)		the overall limits on the payment of cash;

	(d)		the basis for determining a Participant’s entitlement to, and the terms of, cash provided under the Plan; and

	(e)		the terms of this Rule 9.2

	without the prior approval by ordinary resolution of the members of the Company in general meeting PROVIDED THAT this shall not apply to any minor alteration to benefit the administration of this Schedule, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or any member of the Group.] ⁸

10.		GENERAL PROVISIONS

10.1		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 this Schedule 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 this Schedule as a result of such termination. Participation in this Schedule shall not confer a right to continued employment upon any individual who participates in it. The grant of any Award under this Schedule 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 this Schedule 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.

10.2		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 Committee may make an Award and the payment of cash under it conditional on the Participant complying with arrangements specified by the Committee for the payment of any taxation, employees’ social security contributions or employer’s social security obligations (including, without limitation, the deduction of taxation at source).

10.3		Notices

		Any notice or other communication under or in connection with this Schedule may be given by personal delivery, electronically or by sending the same by post in the case of a company to its registered office and in the case of an individual to his last known address, or, where he is a director or employee of 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.

10.4

Data Protection provisions

	(a)		The Company will store and process information about a Participant on its computers and in other ways. By “information about a Participant” the Company means personal information it has obtained from the Participant, the Employer and any other Group companies or other organisations in anticipation of a Participant’s participation in this Schedule and during the term of this Schedule.

	(b)		The Company will use information about a Participant to manage and administer this Schedule, give the Participant information about this Schedule and his Award, to develop and improve their services to the Participant and to protect their interests.


⁸		Provision subject to shareholder approval at the 2011 AGM

(c)

The Company may give information about a Participant and his participation in this Schedule to the following:

	(i)		a Participant’s Employer and it agents or service providers where disclosure is necessary to enable the Company to discharge its duties and obligations in the management and administration of this Schedule (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 this Schedule and any other company or entity which has a duty to comply with any requirements imposed by any relevant tax, social security or other governmental authority in connection with his participation in this Schedule.)

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

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

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

Otherwise the Company will keep information about a Participant confidential.

(d)

If the Company transfers information about a Participant to a service provider or agent in another country, it will procure that the service provider or agent agrees to apply the same levels of protection as the Company is 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.

10.5		Severability of Provisions

		If any provision in this Schedule 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 Schedule 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.

10.6		Third Parties

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

10.7		Awards not Pensionable

		Awards, payments of cash and any other benefits provided under this Schedule shall not be pensionable.

10.8		Governing Law

		This Schedule 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 APPENDIX

The Special Provisions Appendix takes effect as if the Rules of this Schedule 3 were set out in it incorporating the following modifications:

Awards to New Joiners

For Eligible Employees who are New Joiners and who are granted an Award under Schedule 3, the Rules are modified by deleting sub clause 6.3 (g) and replacing it with the following:

“6.3 (g) any other reason as determined by the Committee in its absolute discretion.”

For the purposes of this Special Provisions Appendix, “ New Joiners ” means any person who on the relevant Award Date is an Eligible Employee by reason of his having commenced employment within the Group in the six months (or such period as determined by the Committee) preceding the Award Date and who is determined to be a New Joiner by the Committee.

Spain

For Eligible Employees resident in Spain, the Rules are modified so that Rule 6.3(g) shall not apply.

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 this Schedule”.

USA

The following shall apply for all US Participants who are Eligible Employees. Where a Participant becomes a US Participant after the grant of an Award, such Award is modified in a manner consistent with this Appendix.

Notwithstanding anything in this Schedule 3 to the contrary, Awards granted to US Participants shall be subject to the following provisions, as applicable:

(a)

Rule 3.3(b) shall not apply, unless the payment delay described in Rule 3.3(b) is legally required under applicable law (within the meaning of US Treasury Regulation Section 1.409A-2(b)(7)(ii)) or the payment would otherwise would jeopardize the Company’s ability to continue as a “going concern” (within the meaning of US Treasury Regulation Section 1.409A-3(d)).

(b)

The proviso under Rule 6.3 shall not apply.

(c)

The proviso under Rule 6.4 shall not apply.

(d)

The Awards under this Appendix are intended to be exempt from Section 409A of the US Internal Revenue Code of 1986, as amended. However, in the event that a Participant is a “specified employee” (within the meaning of Treasury Regulations §1.409A-1(i)) as of the date of the Participant’s “separation from service” (within the meaning of Treasury Regulations §1.409A-1(h)) and if any Award both (i) constitutes a “deferral of compensation” within the meaning of Section 409A and (ii) cannot be paid or provided in the manner otherwise provided without subjecting the Participant to “additional tax”, interest or penalties under Section 409A, then, to the extent necessary to avoid penalties under Section 409A, no Award that is a deferral of compensation shall be paid or settled prior to the first day of the seventh month following the Participant’s separation from service.

Exhibit 4.3

Barclays PLC

Rules of the Executive Share Award Scheme

INDEX

Rules of the Executive Share Award Scheme


1.	Definitions and Interpretation	1

2.	Grant of Awards and Options	3

3.	Awards and Options	4

4.	Dividends	4

5.	Grant of Mandatory ESAS Option	4

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

7.	Release of Shares on the Release Date	5

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

9.	Further Conditions of Release and Waiver of Conditions	7

10.	Cessation of Employment of Participant	7

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

12.	Variation of Capital	8

13.	Administration of the Scheme	8

14.	Amendment of the Scheme	8

15.	Termination of the Scheme	9

16.	General Provisions	9

Appendix 1		11

	Mandatory ESAS Option Deed	11

Appendix 2		19

	Voluntary ESAS Option Deed	19

Barclays PLC

Rules of the Executive Share Award Scheme

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

1.		Definitions and Interpretation

1.1		In the Scheme:

		“ Adoption Date ” means 24 March 1994;

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

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

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

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

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

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

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

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

		“ Companies Act ” means the Companies Act 1985;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

		“ Voluntary ESAS Option ” means a Nil Cost Option granted to an Eligible Employee at the discretion of the Trustee after consultation with the Board and on the request of an Eligible Employee following waiver of any entitlement to a bonus to which he may otherwise have become entitled for any financial period of Barclays by deed on the terms and conditions and in the form set out in Appendix 3 hereto (or in such other form as may be prescribed from time to time by the Trustee).

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

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

2.		Grant of Awards and Options

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

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

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

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

2.3

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

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

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

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

2.4

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

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

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

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

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

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

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

(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

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(b)

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

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

3.		Awards and Options

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

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

4.		Dividends

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

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

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

5.		Grant of Mandatory ESAS Option

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

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

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

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

5.2		If the Trustee determines that paragraphs 5.1(a) and (b) have been fulfilled, the Trustee may in its absolute discretion grant a Mandatory ESAS Option to the Participant over the number of Shares specified in the Award Letter as available for the grant of a Mandatory ESAS Option to the Participant on the relevant Grant Date including some or all of the Bonus Shares and any Shares acquired by the Trustee pursuant to paragraph 4.

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5.3

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

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

	(b)		a lower number of such Shares; or

	(c)		no Shares at all.

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

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

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

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

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

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

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

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

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

7.		Release of Shares on the Release Date

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

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

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

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

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

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

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

	(b)		a lower number of such Shares; or

	(c)		no Shares at all.

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

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

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

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

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

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

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

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

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

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

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

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

9.		Further Conditions of Release and Waiver of Conditions

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

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

10.		Cessation of Employment of Participant

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

	(a)		death;

	(b)		injury;

	(c)		disability;

	(d)		ill-health;

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

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

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

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

10.2		If a Participant ceases to be employed by the Group by reason of retirement with the agreement of the company by which he is employed, the Trustee may, in its absolute discretion having first consulted the Board, release to him such number of unreleased Shares or if relevant Shares which were subject to an Option which has lapsed as a result of such cessation; the Bonus Shares; and/or Shares acquired by the Trustee pursuant to paragraph 4 as the Trustee shall in its absolute discretion determine in accordance with paragraphs 7.4, 7.5 and paragraph 8. If the Trustee decides not to release any such

- 7 -

		Shares the Award shall not lapse on such cessation of employment and paragraph 7 other than paragraph 7.1(a) shall continue to apply.

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

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

11.		Takeover, Reconstruction and Winding-up of Barclays

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

12.		Variation of Capital

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

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

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

13.		Administration of the Scheme

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

14.		Amendment of the Scheme

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

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

- 8 -

15.		Termination of the Scheme

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

16.		General Provisions

16.1		Terms of office or employment

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

16.2		Tax and other similar liabilities

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

16.3		Auditors as experts

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

16.4		Notices

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

16.5		Regulation

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

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16.6

Data Protection provisions

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

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

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

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

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

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

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

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

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

16.7		Governing law

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

- 10 -

Appendix 1



Dated		200[ ]

[Name of Optionholder]

Mandatory ESAS Option Deed

Lovells
Atlantic House
50 Holborn Viaduct
London EC1A 2FG

Ref: C2/LLW

Mandatory ESAS Option Deed

This Deed is made the [ ] day of [ ]

By :

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

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

This Deed Witnesses:

1.		Definitions and Interpretation

1.1		In this Deed:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2.		Grant of Option

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

3.		Exercise of Option

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

3.2		The Optionholder shall:

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

	(b)		supply a cheque for £1; and

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

3.3

The Trustee shall within 30 days after the date of exercise of the Option transfer the appropriate number of Option Shares to the Optionholder (or to his nominee at the Optionholder’s written direction). The appropriate number of Option Shares shall, unless otherwise agreed by the Trustee and the Optionholder, be the number of Option Shares

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

4.		Limitations on Exercise of the Option

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

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

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

	(a)		injury;

	(b)		disability;

	(c)		ill health;

	(d)		retirement with the agreement of the company by which he is employed;

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

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

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

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

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

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

5.		Takeovers’ Reconstruction and Winding-up of Barclays

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

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

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

(c)

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

		the Option shall lapse forthwith unless the Trustee determines otherwise.

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

6.		Variation of Capital

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

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

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

7.		Administration

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

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

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

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

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

8.		Additional Provisions

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

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

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

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

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

[Example]

Appendix
Notice of Exercise of Mandatory ESAS Option


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

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

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

Please note:

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

Dated


Signed						Name of Nominee
(Optionholder)						(if applicable) (Block capitals)

Full Name						Address of Nominee
(Block Capitals)						(Block Capitals)

Full Address

(Block Capitals)


Contact telephone number						Reference


¹		Insert date of Option Deed.

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

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

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


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

Authorised Signatory

Appendix 2



Dated		200[ ]

[Name of Optionholder]

Voluntary ESAS Option Deed

Lovells
Atlantic House
50 Holborn Viaduct
London EC1A 2FG

Ref: C2/LLW

Voluntary ESAS Option Deed

This Deed is made the [ ] day of [ ]

By :

This Deed Witnesses :

1.		Definitions and Interpretation

1.1		In this Deed:

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

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

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

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

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

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

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

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

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

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

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

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

		“ Start Date ” means [ ];

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

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

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

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

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

2.		Grant of Option

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

3.		Exercise of Option

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

3.2		The Optionholder shall:

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

	(b)		supply a cheque for £1; and

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

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

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

4.		Limitations on Exercise of the Option

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

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

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

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

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

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

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

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

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

5.		Takeover, Reconstruction and Winding-up of Barclays

5.1		Clause 5.2 shall apply:

(a)

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

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

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

(b)

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

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

5.3		The appropriate period referred to in clause 5.2 is:

(a)

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

	(i)		six months after such date; and

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

(b)

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

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

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

6.		Variation of Capital

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

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

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

7.		Administration

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

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

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

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

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

8.		Additional Provisions

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

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

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

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

8.5

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

[Example]

Appendix

Notice of Exercise of Voluntary ESAS Option


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

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

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

Please note:

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

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

Dated


Signed						Name of Nominee

(Optionholder)						(if applicable) (Block capitals)

Full Name						Address of Nominee

(Block Capitals)						(Block Capitals)

Full Address

(Block Capitals)

Contact telephone number						Reference


¹		Insert date of Option Deed.

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

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

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


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

Authorised Signatory

SCHEDULE

Barclays PLC

^* Rules of the Barclays New Joiners Share Award Plan


^*		Rules of ESAS applicable to new employees of Barclays.

INDEX

Rules of the Barclays New Joiners Share Award Plan


1.	Definitions and Interpretation	1

2.	Grant of Awards	2

3.	Awards	3

4.	Dividends	3

5.	Release of Shares on the Release Date	3

6.	Manner of Release of Shares and Rights of Participants on Release	4

7.	Further Conditions of Release and Waiver of Conditions	5

8.	Cessation of Employment of Participant	5

9.	Takeover, Reconstruction and Winding-up of Barclays	6

10.	Variation of Capital	6

11.	Administration of the Plan	6

12.	Amendment of the Plan	6

13.	Termination of the Plan	6

14.	General Provisions	6

Barclays PLC

Rules of the Barclays New Joiners Share Award Plan

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

1.		Definitions and Interpretation

1.1		In the Plan:

		“ Adoption Date ” means 24 March 1994;

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

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

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

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

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

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

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

		“ Companies Act ” means the Companies Act 1985;

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

		“ Eligible Employee ” means any person who on the relevant Award Date is a Beneficiary as defined in the Trust Deed by reason of his having commenced employment within the Group in the 6 months (or such other period determined by the Trustee having first consulted the Board) preceding the Award Date;

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

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

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

		“ Plan ” means the Barclays New Joiners Share Award Plan herein contained as amended from time to time in accordance with paragraph 12;

		“ Release Date ” means the date specified in an Award Letter on which Shares may be released to a Participant in accordance with paragraph 6 being no later than ten years from the Award Date or such other date as may be specified by the Trustee from time to time;

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

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

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

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

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

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

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

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

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

2.		Grant of Awards

2.1		Subject to paragraphs 2.4 and 2.5, the Trustee may, in its absolute discretion, having first consulted the Board, grant an Award in accordance with the rules of the Plan to any Eligible Employee.

2.2		An Award shall, unless the Trustee determines otherwise, be granted in respect of a fixed number of Shares.

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

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

	(b)		the Award Date; and

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(c)

any conditions which may have to be satisfied before the release of any such Shares.

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

2.5		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 Trustee to pay or apply any of the capital or income comprised in the Trust Fund to or for the benefit of a Participant.

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

3.		Awards

3.1		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 forthwith if it is so transferred or otherwise disposed of or if a Participant is adjudicated bankrupt.

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

4.		Dividends

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

4.2		The Trustee may, in its absolute discretion, release such further Shares acquired pursuant to paragraph 4.1 (or Shares received by the Trustee as a result of the Trustee electing to receive any Scrip Dividend offered by Barclays) or, at its discretion, a cash sum representing the amount of dividends (net of any tax payable in respect of them by the Trustee), received in respect of any such Shares (less any income tax, national insurance contributions and other withholdings required by legislation at that time), to a Participant at the same time as the release of any Shares available for release on the Release Date.

5.		Release of Shares on the Release Date

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

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

	(b)		any conditions which may have been set by the Trustee after the Award Date as permitted under paragraph 7 have been satisfied.

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

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5.2		If the Trustee determines that paragraphs 5.1(a) and (b) have been fulfilled, the Trustee may in its absolute discretion release to the Participant the number of Shares specified in the Award Letter as available for release to the Participant on the relevant Release Date, including any Shares acquired by the Trustee as described in paragraph 4.

5.3		If the Trustee determines that paragraphs 5.1(a) and, if relevant, (b) have not been fully satisfied or have not been satisfied at all, the Trustee may in its absolute discretion release to the Participant:

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

	(b)		a lower number of such Shares; or

	(c)		no Shares at all.

5.4		The release of any Shares under the Plan shall be subject to the obtaining of such approval or consent as is mentioned in paragraph 2.4.

5.5		The Trustee shall, subject to paragraphs 5.1, 5.2 , 5.3 and 5.4 release Shares to a Participant in the period of 21 days following a Release Date. Any Shares available for release which are not released within the period of 21 days following a Release Date shall cease to be available for release at the end of such period.

5.6		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:

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

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

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

6.1		If the Trustee determines that any Shares shall be released to a Participant pursuant to paragraphs 5, 8 or 9 then:

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

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

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

6.2

The Trustee may sell such number of the Shares which it has determined to release to a Participant pursuant to paragraph 5 to meet any obligation of the Trustee to deduct tax and national insurance contributions in respect of the Shares which it has so determined to release.

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

7.		Further Conditions of Release and Waiver of Conditions

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

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

8.		Cessation of Employment of Participant

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

	(a)		death;

	(b)		injury;

	(c)		disability;

	(d)		ill-health;

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

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

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

		the Trustee may, in its absolute discretion, having first consulted the Board, either release to the Participant, or, if the cessation is by reason of his death, to his wife, children under the age of 18 or step-children under the age of 18 as the Trustee shall determine, such number of unreleased Shares subject to an Award as the Trustee shall in its absolute discretion determine in accordance with paragraphs 5.4, 5.5 and paragraph 6.

8.2		If a Participant ceases to be employed by the Group by reason of retirement with the agreement of the company by which he is employed, the Trustee may, in its absolute discretion having first consulted the Board, release to him such number of unreleased Shares subject to an Award as the Trustee shall in its absolute discretion determine in accordance with paragraphs 5.4, 5.5 and paragraph 6.

8.3		If a Participant ceases to be employed by the Group for any other reason, any unreleased Shares shall immediately cease to be available for release to such Participant unless the Trustee, having first consulted the Board, shall in its absolute discretion decide to release all or some only of any such unreleased Shares and/or any Shares acquired by the Trustee pursuant to paragraph 4 in accordance with paragraphs 5.4, 5.5 and 6.

8.4

For the purposes of this paragraph 8 where a Participant’s employment is terminated without notice or on terms in lieu of notice it shall be deemed to cease on the date on which the termination takes effect and where such employment is terminated with notice it shall be deemed to cease upon the date that notice expires.

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9.		Takeover, Reconstruction and Winding-up of Barclays

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

10.		Variation of Capital

10.1		Subject to paragraph 10.2, in the event of any increase or variation of the share capital of Barclays (whenever effected) by way of capitalisation or rights issue, or sub-division, consolidation or reduction of capital or other variation, the Trustee may make such adjustments as it considers appropriate to the number of Shares comprised in any Award.

10.2		Any adjustment under paragraph 10.1 shall be subject to the Auditors confirming that such adjustment is in their opinion fair and reasonable.

10.3		The Trustee shall give notice in writing to the Participant of any adjustments made under paragraph 10.1 as soon as practicable following the making of such adjustments.

11.		Administration of the Plan

		If there is any dispute as to 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, the Trustee shall determine the same and (other than in the case of a matter to be certified by the Auditors in accordance with the Plan) such determination shall be final and binding on all persons.

12.		Amendment of the Plan

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

12.2		Written notice of any material amendment to the Plan shall be given to all Participants.

13.		Termination of the Plan

		The Trustee 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 all other respects the provisions of the Plan will remain in force.

14.		General Provisions

14.1		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 the Plan. The Plan shall not entitle the Participant to any rights of continued employment with any member of the Group. Any Participant shall waive any and all rights to compensation or damages in consequence of the termination of his office of employment for any reason whatsoever insofar as those rights arise or may arise from his ceasing to have rights under the Plan as a result of such termination.

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14.2		Tax and other similar liabilities

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

14.3		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 arbitrators.

14.4		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, and in the case of an individual to his last known address, or, where he is a director or employee of the Group, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment, and where a notice or other communication is given by first-class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped.

14.5		Regulation

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

14.6		Data Protection provisions

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

	(b)		The Company and the Trustee 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 Trustee agrees to apply the same levels of protection to information about a Participant as the Company is required to apply in the UK.

	(c)		The Company and the Trustee may give information about a Participant and his participation in the 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 Trustee to discharge their duties and obligations in the management and

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			administration of the Plan (including any disclosure of information as may be necessary to enable the Group employing company to comply with the requirements of any relevant tax, social security or other governmental authority). (For the purposes of this clause “Group employing company” includes any company or other entity of the Group which may become the Participant’s employer during the term of the Plan and any other company or entity which has a duty to comply with any requirements imposed any relevant tax, social security or other governmental authority in connection with his participation in the Plan.)

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

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

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

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

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

14.7		Governing law

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

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Exhibit 4.4

Display version

BARCLAYS PLC

RULES OF THE
BARCLAYS LONG TERM INCENTIVE PLAN

Approved by shareholders of Barclays PLC on • 2011

Adopted by the Board Remuneration Committee of Barclays PLC on • 2011

The Plan is a discretionary benefit offered by Barclays Group for the benefit of its employees. Its main purpose is to align the interest of the employees with Barclays long term business goals and performance. The Plan is an incentive for the employees’ future performance and commitment to the goals of the Barclays Group.

Securities purchased or received under the Plan, any cash received under the Plan and any gains obtained under the Plan are not part of salary for any purpose (except to any extent required by statute).

The Plan is being offered for the first time in 2011 and the Board Remuneration Committee of Barclays PLC shall have the right to decide, in its sole discretion, whether or not awards will be granted in 2011 or in the future. The detailed rules of the Plan are set out overleaf.

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CONTENTS


Rule	Page
1. Definitions and Interpretation		1

2. Grant of Awards		4

3. Limits		6

4. Vesting of Awards		8

5. Consequences of Vesting		10

6. Exercise of Options		11

7. Cash Alternative		12

8. Lapse of Awards		13

9. Leavers and deceased participants		13

10. Takeovers and Other Corporate Events		14

11. Adjustment of Awards		16

12. Alterations		16

13. Miscellaneous		17

SCHEDULE 1: FORFEITABLE AWARDS		20

SCHEDULE 2: CASH AWARDS		21

SCHEDULE 3: UNITED STATES ADDENDUM		22

1.		DEFINITIONS AND INTERPRETATION

1.1		In the Plan, unless the context otherwise requires:

		“ Award ” means a Conditional Award, a Forfeitable Award, an Option, a Provisional Allocation or such other form of award as determined by the Grantor on or before the Grant Date which may relate to Shares or to Capital Instruments;

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

		“ Capital Instrument ” means a capital instrument or security issued by a Member of the Group from time to time;

		“ Cash Award ” means an Award which relates to a cash sum granted under Schedule 2 to the Plan;

		“ Committee ” means the remuneration committee of the Board (or a duly authorised committee thereof or a duly authorised person) or, on and after the occurrence of a corporate event described in Rule 10 ( Takeovers and other corporate events ), the remuneration committee of the Board as constituted immediately before such event occurs;

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

		“ Conditional Award ” means a conditional right to acquire Securities granted under the Plan;

		“ Control ” means control within the meaning of section 995 of the Income Tax Act 2007;

		“ Coupon ” means an amount paid as interest or a similar payment in respect of a Capital Instrument subject to an Award over all or part of the Vesting Period;

		“ Coupon Equivalent Amount ” means an amount equal to the value of any Coupons paid on the Capital Instruments subject to an Award which would have been paid to the Participant in respect of the Capital Instruments acquired on the exercise of an Option or Vesting of a Conditional Award or Provisional Allocation between the Grant Date and the date on which the Option first became exercisable or the Conditional Award or Provisional Allocation Vested as the case may be, had those Capital Instruments been beneficially owned by the Participant during that period;

		“ Dividend Equivalent Amount ” means an amount equal to the aggregate dividends (excluding any related tax credits and any dividends of a special or exceptional nature unless the Committee in its absolute discretion determines that they shall be included) which would have been paid to the Participant in respect of the Shares acquired on the exercise of an Option or Vesting of a Conditional Award or Provisional Allocation between the Grant Date and the date on which the Option first became exercisable or the Conditional Award or Provisional Allocation Vested, as the case may be, had those Shares been beneficially owned by the Participant during that period;

		“ Early Vesting Date ” means either:

	(a)		the date of cessation of employment of a Participant in the circumstances referred to in Rule 9.1 (Deceased Participants) and Rule 9.2 (Good leavers) ; or

	(b)		a date of notification referred to in Rule 10.1 ( General offers ), the date of the relevant event referred to in Rule 10.2 ( Schemes of arrangement and winding up ) or the date of Vesting referred to in Rule 10.3 ( Demergers and similar events );

“ Exercise Period ” means the period referred to in Rule 5.2 ( Options ) during which an Option may be exercised;

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		“ Eligible Employee ” means any person who is an employee or former employee (including an executive director) of a Participating Company and who is deemed eligible to participate by the Grantor;

		“ Employer ” means the current or former Member of the Group that employs the Participant at the relevant time;

		“ Forfeitable Award ” means the transfer of the beneficial interest in Forfeitable Securities to a Participant and the subsequent holding of that interest in accordance with the Plan;

		“ Forfeitable Securities ” means Securities comprised in a Forfeitable Award which are subject to certain restrictions and forfeiture under the Plan;

		“ Grant Date ” means the date on which an Award is granted;

		“ Grantor ” means the Committee or the Trustees, as the case may be, and where the Trustees grant the Award, the grant shall only be made following consultation with the Committee and the Trustees may only exercise their discretions under Rules 2 ( Grant ), 4 ( Vesting ), 9 ( Leavers ) and 10 ( Takeovers and other Corporate Events ) of the Plan following consultation with the Committee;

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

		“ Listing Rules ” means the Listing Rules published by the UKLA;

		“ London Stock Exchange ” means London Stock Exchange plc or any successor to that company;

		“ Market Value ” means, in relation to a Security and / or an Option on any date, such value of a Security and/or Option as the Grantor reasonably determines;

		“ Member of the Group ” means:

	(a)		a Participating Company or a body corporate which is the Company’s holding company (within the meaning of section 1159 of the Companies Act 2006) or a Subsidiary of the Company’s holding company; and

	(b)		a body corporate which is a subsidiary undertaking (within the meaning of section 1162 of that Act) of a body corporate within paragraph (a) above and has been designated by the Board for this purpose

		and “ Group ” shall be construed accordingly;

		“ Normal Vesting Date ” means the date on which an Award vests under Rule 4.1 ( Timing of Vesting: Normal Vesting Date );

		“ Option ” means a right to acquire Securities granted under the Plan which is designated as an option by the Grantor;

		“ Option Price ” means the amount, if any, payable on the exercise of an Option;

		“ Participant ” means a person who holds an Award including his personal representatives;

		“ Participating Company ” means the Company or any Subsidiary of the Company;

		“ Performance Condition ” means a condition related to performance which is specified by the Grantor under Rule 2.1 ( Terms of grant );

		“ Plan ” means the Barclays Long Term Incentive Plan as amended from time to time;

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		“ Provisional Allocation ” means a provisional award of Securities awarded by the Trustees which does not (i) constitute the acquisition by a Participant of an interest in the Securities awarded to him or the acquisition of a right to acquire those Securities or (ii) entitle a Participant to claim any interest in the trust fund of the Trust or to compel the Trustees to pay or apply any of the capital or income comprised in the trust fund of the Trust to or for the benefit of a Participant;

		“ Risk Committee ” means the Barclays Group Risk Committee (or a duly authorised committee thereof or a duly authorised person);

		“ Rules ” means the rules of the Plan as set out in this document and “ Rule ” shall be construed accordingly;

		“ Security ” means a Capital Instrument or a Share as the context requires;

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

		“ Subsidiary ” means a body corporate which is a subsidiary (within the meaning of section 1159 of the Companies Act 2006);

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

		“ Trust ” means the Barclays Group (PSP) Employees’ Benefit Trust established by a 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;

		“ UKLA ” means the United Kingdom Listing Authority;

		“ US Participant ” means a Participant who (i) is resident in, or a citizen or green card holder of, the United States of America on the Grant Date, (ii) is otherwise subject to US taxation on the Grant Date or (iii) becomes subject to US taxation prior to exercise or Vesting of an Award;

		“ Vest ” means:

	(a)		in relation to a Conditional Award, a Participant becoming entitled to have Securities transferred to him (or his nominee account ) subject to the Rules;

	(b)		in relation to an Option, it becoming exercisable;

	(c)		in relation to a Forfeitable Award, the restrictions imposed on the Forfeitable Securities under the Plan ceasing to apply;

	(d)		in relation to a Provisional Allocation, the Trustees determining in their absolute discretion to release some or all of the Securities subject to the Provisional Allocation

		and “ Vesting ” shall be construed accordingly;

		“ Vesting Period ” means the period starting on the Grant Date and ending on the date on which Securities subject to an Award actually Vest; and

		“ Vested Securities ” means those Securities in respect of which an Award has Vested.

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		Any reference in the Plan to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted. Where the context permits, the singular shall include the plural and vice versa and the masculine gender shall include the feminine.

		Expressions in italics and headings are for guidance only and do not form part of the Plan.

2.		GRANT OF AWARDS

2.1		Terms of grant

		Subject to Rule 2.6 ( Timing of grant ), Rule 2.8 ( Approvals and consents ) and Rule 3 ( Limits ), the Grantor may from time to time, in its absolute discretion, grant Awards to such Eligible Employees as it shall, in it absolute discretion, select in accordance with:

	(a)		the Rules; and

	(b)		such additional terms (whether a Performance Condition and/or any other terms) as the Grantor may specify, including (without limitation) the application of an additional holding period applying to the Securities following Vesting as the Grantor may decide at its absolute discretion.

		The Grantor may grant an Award subject to such Performance Condition as it, in its absolute discretion, thinks fit which must (save as otherwise provided in the Rules) be fulfilled before the Award may Vest. No such Performance Condition may subsequently be altered unless circumstances occur which cause the Grantor to determine that such Performance Condition shall have ceased to be appropriate, whereupon the Grantor may, in its absolute discretion, alter the Performance Condition or replace it with a new Performance Condition which will, in the reasonable opinion of the Grantor, be not materially less difficult to satisfy than the unaltered Performance Condition would have been but for the event in question.

2.2		Grant of Award to US Participant

		Where an Award is granted under Rule 2.1 ( Terms of grant ) to a US Participant, such Award shall be subject to the provisions of Schedule 3 to the Plan ( United States Addendum ).

2.3		Method of grant

		An Award shall be granted as follows:

	(a)		a Conditional Award or an Option shall be granted by deed executed by the Company or the Trustees as the case may be;

	(b)		if an Award is an Option, the Grantor shall determine the Option Price (if any) on or before the Grant Date provided that the Grantor may reduce or waive such Option Price on or prior to the exercise of the Option;

	(c)		a Forfeitable Award shall be granted by the procedure set out in Schedule 1 to the Plan ( Grant of a Forfeitable Award );

	(d)		an Award that is not a Conditional Award, an Option or a Forfeitable Award shall be granted by the procedure set out by the Company from time to time.

Each Participant shall, as soon as reasonably practicable after the Grant Date, be issued with a certificate or notification evidencing his Award and setting out its terms and conditions (including whether the Participant will be required to pay the nominal value of any Securities that he receives under this Award) and any Performance Condition determined under Rule 2.1 ( Terms of grant ).

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2.4		Dividend Equivalent Amount and Coupon Equivalent Amount

		The Grantor may in its absolute discretion determine to provide a Dividend Equivalent Amount or Coupon Equivalent Amount, as applicable, to the Participant on the Vesting of an Award. The Dividend Equivalent Amount or Coupon Equivalent Amount may be satisfied, at the absolute discretion of the Grantor:

	(a)		in cash, subject to any deductions on account of any Tax Liability as may be required by law or as the Grantor may consider necessary or desirable, as soon as reasonably practicable after the exercise or Vesting of the Award; and/or

	(b)		in whole or in part by the issue or transfer to the Participant (or his nominee account ) of the number of Securities which could be subscribed or purchased using the cash amount (or part thereof) of the Dividend Equivalent Amount or Coupon Equivalent Amount at a price equal to the Market Value of the Securities on the date of payment. Rule 4.3 ( Restrictions on Vesting: regulatory and tax issues ) and Rule 4.5 ( Payment of Tax Liability ) shall apply as if the provision of Securities was the Vesting of an Award.

		Any Dividend Equivalent Amount or Coupon Equivalent Amount does not form part of a Participant’s Award. This Rule shall not apply in the case of any Forfeitable Award under which a Participant is entitled to receive dividends or any Coupon from the Grant Date.

2.5		Method of satisfying Awards

		Unless specified to the contrary by the Grantor on the Grant Date:

(a)

an Award of Shares may be satisfied:

	(i)		by the issue of new Shares; and/or

	(ii)		by the transfer of Shares out of treasury; and/or

	(iii)		by the transfer of Shares (other than the transfer of Shares out of treasury); and

(b)

an Award of Capital Instruments may be satisfied by the issue of new Capital Instruments and/or by the transfer of Capital Instruments.

		The Grantor may decide to change the way in which it is intended that an Award granted as a Conditional Award, an Option or a Provisional Allocation may be satisfied after it has been granted, having regard to the provisions of Rule 3 ( Limits ).

2.6		Timing of grant

		Subject to Rule 2.8 ( Approvals and consents ), an Award may be granted:

(a)

in the 6 weeks beginning with:

	(i)		the date on which the Plan is approved by the shareholders of the Company; or

	(ii)		the dealing day after the date on which the Company announces its results for any period; or

	(iii)		the removal of any restrictions imposed on the Grantor or the Company which prevented an Award from being granted in the period mentioned in (ii); or

	(iv)		the date on which changes to any legislation or regulations affecting the Plan are announced or made; or

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(b)

at any other time when the Grantor so decides, provided that it is not restricted from granting Awards at that time by law or regulation

		but an Award may not be granted after 27 April 2021 (being the expiry of the period of 10 years beginning with the date on which the Plan is approved by the shareholders of the Company).

2.7		Non-transferability and bankruptcy

		An Award granted to any person shall not be transferred, assigned, charged or otherwise disposed of except on his death to his personal representatives and shall lapse immediately on any attempt to do so and shall lapse immediately if he is declared bankrupt.

2.8		Approvals and consents

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

3.		LIMITS

3.1		5 per cent. in 10 years limit

		An Award shall not be granted in any calendar year if, at the time of its proposed Grant Date, it would cause the number of Shares allocated in the period of 10 calendar years ending with that calendar year under the Plan and under any other executive share plan adopted by the Company to exceed such number as represents 5 per cent. of the ordinary share capital of the Company in issue at that time.

3.2		10 per cent. in 10 years limit

		An Award shall not be granted in any calendar year if, at the time of its proposed Grant Date, it would cause the number of Shares allocated in the period of 10 calendar years ending with that calendar year under the Plan and under any other employee share plan adopted by the Company to exceed such number as represents 10 per cent. of the ordinary share capital of the Company in issue at that time.

3.3		Meaning of “allocated”

		For the purposes of Rules 3.1 ( 5 per cent. in 10 years limit ) and 3.2 ( 10 per cent. in 10 years limit ):

	(a)		Shares are allocated when an option, award or other contractual right to acquire unissued Shares or Shares transferred out of treasury is granted and, where Shares are issued or Shares transferred out of treasury are transferred otherwise than pursuant to an option, award or other contractual right to acquire Shares, when those Shares are issued or Shares transferred out of treasury;

	(b)		any Shares which have been issued or which may be issued (or any Shares transferred out of treasury or which may be transferred out of treasury) to any trustees to satisfy the exercise of any option, award or other contractual right granted under any employee share plan shall count as allocated unless they are already treated as allocated under this Rule; and

	(c)		for the avoidance of doubt, existing Shares other than Shares that are transferred out of treasury or over which options, awards or other contractual rights are granted shall not count as allocated.

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3.4		Post-grant events affecting numbers of “allocated” Shares

		For the purposes of Rule 3.3 ( Meaning of “allocated“ ):

(a)

where:

	(i)		any option, award or other contractual right to acquire unissued Shares or treasury Shares is released or lapses (whether in whole or in part); or

	(ii)		after the grant of an option, award or other contractual right the Grantor determines that:

	(A)		where an amount is normally payable on its exercise it shall be satisfied without such payment but instead by the payment of cash equal to the gain made on its exercise; or

	(B)		it shall be satisfied by the transfer of existing Shares (other than Shares transferred out of treasury)

			the unissued Shares or treasury Shares which consequently cease to be subject to the option, award or other contractual right shall not count as allocated; and

	(b)		the number of Shares allocated in respect of an option, award or other contractual right shall be such number as the Board shall reasonably determine from time to time.

3.5		Changes to investor guidelines

		Shares transferred out of treasury shall cease to count as allocated Shares for the purposes of Rule 3.4 ( Post-grant events affecting numbers of “allocated” Shares ) if institutional investor guidelines cease to require such Shares to be so counted.

3.6		Individual limits

		The maximum total Market Value of Securities over which Awards may be granted (or where relevant, in the case of an Option, the Market Value of any such Option that may be granted) during any financial year of the Company is:

	(a)		in the case of an Eligible Employee who is an executive director of the Company, 500% of his salary (as defined in this Rule) or where the individual in question commenced employment with any Member of the Group within the previous 12 months or the Grantor in its discretion decides that exceptional circumstances exist in relation to such executive director, such percentage as the Grantor may determine; and

	(b)		in the case of an Eligible Employee who is not an executive director of the Company, such percentage of his salary (as defined in this Rule) as the Grantor decides is fair and reasonable.

		For the purpose of this Rule 3.6, an Eligible Employee’s salary shall be taken to be his base salary (excluding benefits in kind), expressed as an annual rate payable by the Participating Companies to him on the Grant Date (or such earlier date as the Grantor shall determine). Where a payment of salary is made in a currency other than sterling, the payment shall be treated as equal to the equivalent amount of sterling determined by using any rate of exchange which the Grantor may reasonably select.

3.7		Effect of limits

		Any Award shall be limited and take effect so that the limits in this Rule 3 ( Limits ) are complied with.

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3.8		Restriction on use of unissued Shares and Shares transferred out of treasury

		No Shares may be issued or Shares transferred out of treasury to satisfy the Vesting of any Award or the exercise of any Option to the extent that such issue or transfer would cause the number of Shares allocated (as defined in Rule 3.3 ( Meaning of “allocated” ) and adjusted under Rule 3.4 ( Post-grant events affecting numbers of “allocated” Shares) ) to exceed the limits in Rules 3.1 ( 5 per cent. in 10 years limit ) and 3.2 ( 10 per cent. in 10 years limit ) except where there is a variation of share capital of the Company which results in the number of Shares so allocated exceeding such limits solely by virtue of that variation.

4.		VESTING OF AWARDS

4.1		Timing of Vesting: Normal Vesting Date

		Subject to Rule 4.3 ( Restrictions on Vesting: regulatory and tax issues ), an Award that is not a Provisional Allocation shall Vest on the later of:

	(a)		the date on which the Committee determines whether or not any Performance Condition and any other condition imposed on the Vesting of the Award has been satisfied (in whole or part); and

	(b)		the date or dates determined by the Grantor as the Normal Vesting Date(s)

		except where earlier Vesting occurs on an Early Vesting Date under Rule 9 ( Leavers and deceased Participants ) or Rule 10 ( Takeovers and other corporate events ).

		In the case of a Provisional Allocation, the Trustees shall, in their absolute discretion, determine whether an Award may Vest on the later of the dates specified in (a) and (b) above.

4.2		Extent of Vesting

		An Award shall only Vest to the extent:

	(a)		that any Performance Condition is satisfied on the Normal Vesting Date or, if appropriate, the Early Vesting Date;

	(b)		as permitted by any other term imposed on the Vesting of the Award; and

	(c)		in relation to Vesting before the Normal Vesting Date, as permitted by Rule 9 ( Leavers and deceased Participants ) or Rule 10 ( Takeovers and other corporate events ).

		Where, under Rule 9 ( Leavers and deceased Participants ) or Rule 10 ( Takeovers and other corporate events ), an Award would (subject to the satisfaction of any Performance Condition) Vest before the end of the full period over which performance would be measured under the Performance Condition then, unless provided to the contrary by the Performance Condition, the extent to which the Performance Condition has been satisfied in such circumstances shall be determined by the Grantor on such reasonable basis as it decides.

4.3		Restrictions on Vesting: regulatory and tax issues

		An Award shall not Vest unless and until the following conditions are satisfied:

(a)

the Vesting of the Award, and the issue or transfer of Securities after such Vesting 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 and any other relevant UK or overseas regulation or enactment;

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	(b)		if, on the Vesting of the Award, a Tax Liability would arise by virtue of such Vesting and the Grantor decides that such Tax Liability shall not be satisfied by the sale of Securities pursuant to Rule 4.5 ( Payment of Tax Liability ) then the Participant must have entered into arrangements acceptable to the Grantor 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 Grantor requires (and where permitted in the relevant jurisdiction) to satisfy a Member of the Group’s liability to social security contributions in respect of the Vesting of the Award; and

	(d)		where the Grantor requires, the Participant has entered into, or agreed to enter into, a valid election under Part 7 of ITEPA ( Employment income: election for full or partial disapplication of Chapter 2 Part 7 of ITEPA ) or any similar arrangement in any overseas jurisdiction.

		For the purposes of this Rule 4.3, references to Member of the Group include any former Member of the Group.

4.4		Tax liability before Vesting

		If a Participant will, or is likely to, incur any Tax Liability before the Vesting of an Award then that Participant must enter into arrangements acceptable to any relevant Member of the Group to ensure that it receives the amount of such Tax Liability. If no such arrangement is made then the Participant shall be deemed to have authorised the Company to sell or procure the sale of sufficient of the Securities subject to his Award on his behalf to ensure that the relevant Member of the Group receives the amount required to discharge the Tax Liability and the number of Securities subject to his Award shall be reduced accordingly.

		For the purposes of this Rule 4.4, references to Member of the Group include any former Member of the Group.

4.5		Payment of Tax Liability

		The Participant authorises the Company to sell or procure the sale of sufficient Vested Securities on or following the Vesting of his Award on his behalf to ensure that any relevant Member of the Group or former Member of the Group receives the amount required to discharge the Tax Liability which arises on Vesting except to the extent that the Grantor decides that all or part of the Tax Liability shall be funded in a different manner in which case Rule 4.3 (b) ( Restrictions on Vesting: regulatory and tax issues ) shall apply.

4.6		Prudent Financial Control

		Notwithstanding any other provision of the Plan, and irrespective of whether any Performance Condition attached to an Award has been satisfied, if the Grantor determines in its absolute discretion that over the whole or any part of the Vesting Period the underlying financial health of the Group has significantly deteriorated such that there are severe financial constraints on the Group which preclude or limit the Group’s ability to facilitate funding of Awards then:

	(a)		the Grantor may in its absolute discretion determine that the number of Securities subject to an Award that may otherwise Vest may be limited, reduced and/or made subject to any other condition as the Grantor considers in its absolute discretion appropriate; and

	(b)		in the absence of any determination under Rule 4.6(a), the Vesting of any Securities that may otherwise Vest (including any Securities that have not Vested due to the exercise of discretion under Rule 4.6 (a)) shall be suspended until such time as the Grantor lifts such suspension or exercises discretion under Rule 4.6(a) PROVIDED THAT to the extent that the Grantor has not lifted such suspension or exercised discretion under Rule 4.6(a) within 3 years from the date specified at the Grant Date as the final date on which such Securities

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may Vest, any Award over such Securities shall lapse in its entirety, unless otherwise determined by the Grantor in exceptional circumstances.

4.7		Conduct conditions

		Notwithstanding any other provision of the Plan, and irrespective of whether any Performance Condition attached to an Award has been satisfied, the Grantor may determine in its absolute discretion that the number of Securities subject to an Award that may otherwise Vest may be reduced (to nil if appropriate) as a result of:

	(a)		the Group or 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 his 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;

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

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

	(e)		the Group or the business in which the Participant works having, in the reasonable opinion of the Committee, following consultation with the Risk Committee, suffered a material failure of risk management.

4.8		Change of jurisdiction

		If a Participant relocates to another jurisdiction before his Award Vests and, as a result of the relocation, the Participant or any Member of the Group would be subject to additional tax or social security on the Vesting of the Award or the Vesting of the Award in that other jurisdiction would be subject to any regulatory restriction, approval or consent, the Grantor may determine that the Award may:

	(a)		Vest on such terms and during such period preceding the date on which the Participant relocates as the Grantor may determine; or

	(b)		be released by the Participant for a Cash Award.

5.		CONSEQUENCES OF VESTING

5.1		Conditional Awards and Provisional Allocations

		On or as soon as reasonably practicable after the Vesting of a Conditional Award or a Provisional Allocation, the Grantor shall, subject to Rule 4.5 ( Payment of Tax Liability ) and any arrangement made under Rules 4.3(b) and 4.3(c) ( Restrictions on Vesting: regulatory and tax issues ), transfer or procure the transfer of the Vested Securities to the Participant (or his nominee account).

5.2		Options

		An Option shall, subject to Rule 6.1 ( Restrictions on the exercise of an Option: regulatory and tax issues ), be exercisable in respect of Vested Securities for a period determined by the Grantor at the

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		Grant Date in its absolute discretion, but being a period of no longer than 10 years from the Grant Date, beginning with the date on which the Option Vests unless it lapses earlier under Rule 9.3 ( Cessation of employment in other circumstances ), Rule 10.1 ( General offers ), Rule 10.2 ( Schemes of arrangement and winding up ) or Rule 10.3 ( Demergers and similar events ).

		If an Option is not exercised during the last 30 days of the Exercise Period because of any regulatory restrictions referred to in Rule 6.1(a) ( Restrictions on the exercise of an Option: regulatory and tax issues ), the Grantor may extend the period during which the Option may be exercised so as to permit the Option to be exercised as soon as those restrictions cease to apply.

5.3		Forfeitable Award

		On the Vesting of a Forfeitable Award, the Vested Securities shall cease to be subject to the restrictions imposed on the Forfeitable Securities under the Plan and the Grantor shall, subject to Rule 4.5 ( Payment of Tax Liability ) and any arrangement made under Rules 4.3(b) and 4.3(c) ( Restrictions on Vesting: regulatory and tax issues ), transfer or procure the transfer of the legal title to the Vested Securities and/or any documents of title relating to the Vested Securities to the Participant (or his nominee account ) on or as soon as reasonably practicable after Vesting.

6.		EXERCISE OF OPTIONS

6.1		Restrictions on the exercise of an Option: regulatory and tax issues

		An Option which has Vested may not be exercised unless the following conditions are satisfied:

	(a)		the exercise of the Option and the issue or transfer of Securities after such exercise 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 and any other relevant UK or overseas regulation or enactment;

	(b)		if, on the exercise of the Option, a Tax Liability would arise by virtue of such exercise and the Grantor decides that such Tax Liability shall not be satisfied by the sale of Securities pursuant to Rule 6.4 ( Payment of Tax Liability ) then the Participant must have entered into arrangements acceptable to the Grantor 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 Grantor requires (and where permitted in the relevant jurisdiction) to satisfy a Member of the Group’s liability to social security contributions in respect of the exercise of the Option; and

	(d)		where the Grantor 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 6.1, references to Member of the Group include any former Member of the Group.

6.2		Exercise in whole or part

		An Option must be exercised to the maximum extent possible at the time of exercise unless the Grantor decides that a Participant may exercise the Option in respect of such fewer number of Securities as it decides.

6.3		Method of exercise

		The exercise of any Option shall be effected in the form and manner prescribed by the Grantor. Unless the Grantor acting fairly and reasonably determines otherwise, any notice of exercise shall,

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		subject to Rule 6.1 (b) ( Restrictions on the exercise of an Option: regulatory and tax issues ), take effect only when the Grantor receives it, together with payment of any relevant Option Price (or, if the Grantor so permits, an undertaking to pay that amount).

6.4		Payment of Tax Liability

		The Participant authorises the Company to sell or procure the sale of sufficient Vested Securities on or following exercise of his Option on his behalf to ensure that any relevant Member of the Group receives the amount required to discharge the Tax Liability which arises on such exercise except to the extent that the Grantor decides that all or part of the Tax Liability shall be funded in a different manner in which case Rule 6.1 ( Restrictions on the exercise of an Option: regulatory and tax issues ) shall apply.

6.5		Transfer or allotment timetable

		As soon as reasonably practicable after an Option has been exercised, the Company shall, subject to Rule 6.4 ( Payment of Tax Liability ) and any arrangement made under Rules 6.1(b) and 6.1(c) ( Restrictions on exercise: regulatory and tax issues ), transfer or procure the transfer to him (or his nominee account) or, if appropriate, allot to him (or his nominee account) the number of Securities in respect of which the Option has been exercised.

7.		CASH ALTERNATIVE

7.1		Grantor determination

		Where a Conditional Award or Provisional Allocation Vests or where an Option has been exercised and Vested Securities have not yet been allotted or transferred to the Participant (or his nominee), the Grantor may determine that, in substitution for his right (if any) to acquire such number of Vested Securities as the Grantor may decide (but in full and final satisfaction of his right (if any) to acquire those Securities), he shall be paid by way of additional employment income a sum equal to the cash equivalent (as defined in Rule 7.3 ( Cash equivalent )) of that number of Securities in accordance with the following provisions of this Rule 7.

7.2		Limitation on the application of Rule 7.1

		Rule 7.1 ( Grantor determination ) shall not apply in relation to an Award made to a Participant in any jurisdiction where the presence of Rule 7.1 ( Grantor determination ) would cause the grant of the Award to be unlawful or for it to fall outside any applicable securities law exclusion or exemption or adverse tax or social security contributions consequences for the Participant or any Member of the Group as determined by the Committee, provided that this Rule 7.2 shall apply only if its application would prevent the occurrence of a consequence referred to in this Rule 7.2.

7.3		Cash equivalent

		For the purpose of this Rule 7, the cash equivalent of a Security is:

	(a)		in the case of a Conditional Award or a Provisional Allocation, the Market Value of a Security on the day when the Award Vests;

	(b)		in the case of an Option, the Market Value of a Security on the day when the Option is exercised reduced by the Option Price in respect of that Security.

7.4		Payment of cash equivalent

		Subject to Rule 7.5 ( Deductions ), as soon as reasonably practicable after the Grantor has determined under Rule 7.1 ( Grantor determination ) that a Participant shall be paid a sum in substitution for his right to acquire any number of Vested Securities:

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	(a)		the Company shall pay to him or procure the payment to him of that sum in cash; and

	(b)		if he has already paid the Company for those Securities, the Company shall return to him the amount so paid by him.

7.5		Deductions

		There shall be deducted from any payment under this Rule 7 such amounts (on account of tax or similar liabilities) as may be required by law or as the Grantor may reasonably consider to be necessary or desirable.

8.		LAPSE OF AWARDS

		An Award shall lapse in accordance with the Rules or to the extent it does not Vest under these Rules. On the lapse of all or any part of a Forfeitable Award, the beneficial interest (and, if appropriate, the legal interest) of the Forfeitable Securities in respect of which such Award has lapsed shall be transferred for no (or nominal) consideration to any person specified by the Grantor.

9.		LEAVERS AND DECEASED PARTICIPANTS

9.1		Deceased Participants

		If a Participant dies at a time when he is a director or employee of a Member of the Group before the Normal Vesting Date then, subject to Rule 4.3 ( Restrictions on Vesting: regulatory and tax issues ) and the remainder of this Rule, his Award (provided it is not a Provisional Allocation) shall Vest on the earlier of the Normal Vesting Date and the date on which the Grantor is notified of the death. In the case of a Provisional Allocation, the Trustees shall, in their absolute discretion, decide whether the Award should Vest.

9.2		Good leavers

		If a Participant ceases to be a director or employee of a Member of the Group before the Normal Vesting Date by reason of:

	(a)		retirement with the agreement of his Employer;

	(b)		ill health, injury or disability;

	(c)		redundancy (within the meaning of the Employment Rights Act 1996) or any overseas equivalent;

	(d)		his office or employment being with either a company which ceases to be a Member of the Group or relating to a business or part of a business which is transferred to a person who is not a Member of the Group; or

	(e)		for any other reason, if the Grantor so decides at its discretion

then subject to Rule 4.3 ( Restrictions on Vesting: regulatory and tax issues ), Rule 10 ( Takeovers and other corporate events ) and the remainder of this Rule, his Award (provided it is not a Provisional Allocation) shall Vest on the Normal Vesting Date unless the Grantor decides that his Award shall Vest on the date of cessation. In the case of a Provisional Allocation, the Trustees shall, in their absolute discretion, decide whether the Award should Vest.

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9.3		Cessation of employment in other circumstances

		If a Participant ceases to be a director or employee of a Member of the Group for any reason other than those specified in Rule 9.1 (Deceased Participants) or Rule 9.2 ( Good leavers ) then any Award held by him shall lapse immediately on such cessation.

9.4		Meaning of ceasing employment

		A Participant shall not be treated for the purposes of this Rule 9 as ceasing to be a director or employee of a Member of the Group until such time as he is no longer a director or employee of any Member of the Group. 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.

9.5		Death following cessation of employment

		If a Participant dies following cessation of employment in circumstances where his Award did not lapse but it has not Vested by the time of his death, it shall Vest on the Normal Vesting Date unless the Grantor decides that his Award shall Vest immediately on his death to the extent determined by reference to the time of cessation of employment in accordance with Rule 9.1 ( Deceased Participants ).

9.6		Calculating number of Securities which Vest

		For the purposes of this Rule, the Grantor shall determine the number of Securities which Vest by applying the Performance Condition and any condition imposed on the Vesting of Awards and shall reduce the number of Securities pro rata to reflect any unexpired part of the Vesting Period as at the time that the Participant ceases to be a director or employee, unless the Grantor decides otherwise in its absolute discretion.

10.		TAKEOVERS AND OTHER CORPORATE EVENTS

10.1		General offers

		If any person (or group of persons acting in concert):

	(a)		obtains Control of the Company as a result of making a general offer to acquire Securities; or

	(b)		having obtained Control of the Company makes such an offer and such offer becomes unconditional in all respects

		the Grantor shall, subject to Rule 10.5 ( Internal reorganisations ), have absolute discretion to determine whether Awards shall, subject to Rule 4.3 ( Restrictions on Vesting: regulatory and tax issues ), Vest if they have not then Vested. In the case of any Option that the Grantor allows to Vest, that Option may, subject to Rule 6.1 ( Restrictions on exercise: regulatory and tax issues ) be exercised within one month of the date on which the Grantor determines that Vesting is permitted, but to the extent that an Option is not exercised within that period, that Option shall (regardless of any other provision of the Plan) lapse at the end of that period.

10.2		Schemes of arrangement and winding up

		In the event that:

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	(a)		a compromise or arrangement is sanctioned by the Court under section 899 of the Companies Act 2006 in connection with or for the purposes of a change in Control of the Company; or

	(b)		the Company passes a resolution for a voluntary winding up of the Company; or

	(c)		an order is made for the compulsory winding up of the Company

		the Grantor shall, subject to Rule 10.5 ( Internal reorganisations ), have absolute discretion to determine whether Awards shall, subject to Rule 4.3 ( Restrictions on Vesting: regulatory and tax issues ), Vest if they have not then Vested. In the case of any Option that the Grantor allows to Vest, that Option may, subject to Rule 6.1 ( Restrictions on exercise: regulatory and tax issues ) be exercised within one month of the date on which the Grantor determines that Vesting is permitted, but to the extent that an Option is not exercised within that period, that Option shall (regardless of any other provision of the Plan) lapse at the end of that period.

10.3		Demerger and similar events

		If a demerger, special dividend or other similar event is proposed which, in the opinion of the Grantor, would affect the market price of Shares to a material extent, then the Grantor may, at its discretion, decide that Awards shall Vest on such terms as the Grantor may decide.

10.4		Rollover

		If any company (“ Acquiring Company ”) obtains Control of the Company as a result of making an offer referred to in Rule 10.1 ( General offers ) or a compromise or arrangement referred to in Rule 10.2(a) ( Schemes of arrangement and winding up ) any Participant may, by agreement with the Acquiring Company, release any Award (“ Old Award ”) in consideration of the grant to him of an Award (“ New Award ”) which is equivalent to the Old Award except that it will be over securities in the Acquiring Company or some other company.

		The Rules will apply to any New Award granted under this Rule 10.4 as if references to Securities were references to securities over which the New Award is granted and references to the Company were references to the company whose securities are subject to the New Award.

10.5		Internal reorganisations

		In the event that:

	(a)		an Acquiring Company is expected to obtain Control of the Company as a result of an offer referred to in Rule 10.1 ( General offers ) or a compromise or arrangement referred to in Rule 10.2(a) ( Schemes of arrangement and winding up ); and

	(b)		at least 75% of the securities in the Acquiring Company are expected to be held by substantially the same persons who immediately before the obtaining of Control of the Company were shareholders in the Company

		then the Grantor, with the consent of the Acquiring Company, may decide before the obtaining of such Control that an Award shall not Vest under Rule 10.1 ( General offers ) or Rule 10.2 ( Schemes of arrangement and winding up ) but shall be automatically surrendered in consideration for the grant of a New Award under Rule 10.4 ( Rollover ).

10.6		Corporate events: reduction in number of Vested Securities

		If an Award Vests under any of Rules 10.1 ( General offers ) to 10.3 ( Demerger and similar events ), the Grantor shall determine the number of Vested Securities of that Award by the following steps:

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	(a)		applying any Performance Condition and any other condition imposed on the Vesting of the Award; and

	(b)		if the Grantor so decides, by applying a pro rata reduction to the number of Securities determined under Rule 10.6(a) to reflect the unexpired part of the Vesting Period.

		If an Award Vests under any of Rules 10.1 ( General offers ) to 10.3 ( Demerger and similar events ) after the holder of that Award has ceased to be a director or employee of a Member of the Group then Rule 9.6 ( Calculating number of Securities which Vest ) shall take precedence over this Rule 10.6.

11.		ADJUSTMENT OF AWARDS

11.1		General rule

		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 Securities to a material extent the Grantor may make such adjustments as it considers appropriate under Rule 11.2 ( Method of adjustment ).

11.2		Method of adjustment

		An adjustment made under this Rule shall be to one or more of the following:

	(a)		the number of Securities comprised in an Award;

	(b)		subject to Rule 11.3 ( Adjustment below nominal value ), the Option Price; and

	(c)		where any Award has Vested or Option has been exercised but no Securities have been transferred or allotted after such Vesting or exercise, the number of Securities which may be so transferred or allotted and (if relevant) the price at which they may be acquired.

11.3		Adjustment below nominal value

		An adjustment under Rule 11.2 ( Method of adjustment ) may have the effect of reducing the price at which Shares may be subscribed for on the exercise of an Option to less than their nominal value, but only if and to the extent that the Board is authorised:

	(a)		to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercised and which are to be allotted after such exercise exceeds the price at which the Shares may be subscribed for; and

	(b)		to apply that sum in paying up such amount on such Shares

		so that on exercise of any Option in respect of which such a reduction shall have been made the Board shall capitalise that sum (if any) and apply it in paying up that amount.

12.		ALTERATIONS

12.1		General rule on alterations

		Except as described in Rule 12.2 ( Shareholder approval ) and Rule 12.4 ( Alterations to disadvantage of Participants ), the Grantor may at any time alter the Plan or the terms of any Award.

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12.2		Shareholder approval

		Except as described in Rule 12.3 ( Exceptions to shareholder approval ), no alteration to the advantage of an individual to whom an Award has been or may be granted shall be made under Rule 12.1 ( General rule on alterations ) to the provisions concerning:

	(a)		eligibility;

	(b)		the individual limits on participation;

	(c)		the overall limits on the issue of Shares or the transfer of Shares out of treasury;

	(d)		the basis for determining a Participant’s entitlement to, and the terms of, Securities or cash provided under the Plan;

	(e)		the adjustments that may be made in the event of any variation of capital; and

	(f)		the terms of this Rule 12.2

		without the prior approval by ordinary resolution of the members of the Company in general meeting.

12.3		Exceptions to shareholder approval

		Rule 12.2 ( Shareholder approval ) shall not apply to any minor alteration to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or any Member of the Group.

12.4		Alterations to disadvantage of Participants

		No alteration to the material disadvantage of Participants (other than to any Performance Condition) shall be made under Rule 12.1 ( General rule on alterations ) unless the Grantor shall have invited every relevant Participant to indicate whether or not he approves the alteration and the alteration is approved by a majority of those Participants who have given such an indication.

13.		MISCELLANEOUS

13.1		Administration

		The Plan shall be administered by the Trustees or the Committee as appropriate, whose decisions on any matter connected with the Plan shall be final and binding.

		In respect of Provisional Allocations, the Committee may from time to time make recommendations to the Trustees with regard to the grant of Awards, the selection of Participants, Performance Conditions, Vesting and in respect of Participants who cease employment. The Trustees shall consider the recommendations but shall not be bound to follow such recommendations or be required to give reasons for any refusal to follow them.

13.2		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

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		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

13.3		Disputes

		In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or relating to the Plan, the decision of the Grantor shall be final and binding upon all persons. The exercise of any power or discretion by the Grantor shall not be open to question by any person and a Participant or former Participant shall have no rights in relation to the exercise of or omission to exercise any such power or discretion.

13.4		Share rights

		All Shares allotted under the Plan shall rank equally in all respects with Shares then in issue except for any rights attaching to such Shares by reference to a record date before the date of the allotment.

		Where Vested Shares are transferred to Participants (or their nominee account ) or, in the case of Forfeitable Securities, released from their restrictions under the Plan, Participants will be entitled to all rights attaching to such Shares by reference to a record date on or after the date of such transfer or release of such restrictions.

13.5		Notices

		Any notice or other communication under or in connection with the Plan may be given in such manner as the Board consider to be appropriate, which may include communication by email or intranet or by personal delivery or by sending the same by post, in the case of a company to its registered office, and in the case of an individual to his last known address, or, where he is a director or employee of a 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 any such notice or other communication is given by a Participant to the Company, it shall be effective only on receipt by the Company.

13.6		Third parties

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


13.7		Benefits not pensionable

		Benefits provided under the Plan shall not be pensionable.

13.8		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.

13.9		Data Protection

(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

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			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 others and to protect their interests

	(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 has a duty to do so or if the law allows the Company 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.

13.10		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.

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SCHEDULE 1 — GRANT OF A FORFEITABLE AWARD

On or before the grant of a Forfeitable Award, each employee selected for such an Award must enter into an agreement with the Company under the terms of which the employee agrees both in respect of the Securities comprised in the Award at the Grant Date and any additional Securities that may become subject to the Award under Rule 2.4 ( Dividend Equivalent Amount and Coupon Equivalent Amount ):

(a)		to have full beneficial ownership of the Securities;

(b)		unless the Grantor decides otherwise, to waive his right to all cash and scrip dividends on his Forfeitable Securities until Vesting;

(c)		that he will not assign, transfer, charge or otherwise dispose of any Forfeitable Securities or any interest in such Forfeitable Securities until Vesting save as otherwise required by the Rules;

(d)		if required by the Grantor, to enter into any elections under Part 7 of ITEPA and any election to transfer, or any agreement to pay, secondary Class 1 National Insurance contributions (or their equivalents in any jurisdiction) in relation to his Forfeitable Securities; and

(e)		to sign any documentation to give effect to the terms of the Forfeitable Award.

On (or as soon as practicable after) the Grant Date (or as soon as practicable after the payment date of the relevant dividend in the case of additional Shares that are to become subject to the Forfeitable Award under Rule 2.4 ( Dividend Equivalent Amount and Coupon Equivalent Amount )) either the legal ownership of the Forfeitable Securities shall be held on the Participant’s behalf by a nominee as chosen from time to time by the Grantor or the Participant shall deposit the share certificate (or any other document of title) relating to the Forfeitable Securities together with a signed but otherwise uncompleted instrument of transfer with such person as the Grantor may from time to time decide.

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SCHEDULE 2 — CASH AWARDS

(a)		The Grantor may grant or procure the grant of a Cash Award.

(b)		The Grantor shall determine the form of a Cash Award (Conditional Award, Option or Provisional Allocation) on or before the Grant Date of that Cash Award.

(c)		Each Cash Award shall relate to a given number of notional Securities.

(d)		On or as soon as reasonably practicable after the Vesting of a Cash Award structured as a Conditional Award or a Provisional Allocation, the holder of that Award shall be entitled to a cash sum which shall be equal to the “ Cash Value ” of the notional Vested Securities.

(e)		A Cash Award structured as an Option shall be exercisable in respect of notional Vested Securities for a period determined by the Grantor at the Grant Date in its absolute discretion (being a period of no longer than 10 years from the Grant Date) beginning with the date on which the Cash Award Vests (unless it lapses earlier under Rule 9.3 ( Cessation of employment in other circumstances ) or Rule 10 ( Takeovers and other corporate events )). Following the exercise of a Cash Award structured as an Option, the holder of that Award shall be entitled to a cash sum which shall be equal to the “ Cash Value ” of the notional Vested Securities less the Option Price (if any).

(f)		For the purposes of this Schedule:

	(i)		the Cash Value of a notional Security is the Market Value of a Security on the date of Vesting of a Cash Award structured as a Conditional Award or a Provisional Allocation and on the date of exercise of a Cash Award structured as an Option; and

	(ii)		the Market Value of a Security on any day shall be determined in accordance with Rule 7.3 ( Cash equivalent ).

(g)		Any cash sum payable under paragraphs (d) or (e) above shall be paid by the Employer as soon as practicable after the Vesting of the Cash Award under paragraph (d) or its exercise under paragraph (e), net of any deductions (on account of any Tax Liabilities) as may be required by law.

(h)		For the avoidance of doubt, a Cash Award shall not confer any right on the holder of such an Award to receive Securities or any interest in Securities.

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SCHEDULE 3 — UNITED STATES ADDENDUM ¹

This Schedule shall apply for all US Participants who are Eligible Employees. Where a Participant becomes a US Participant after the grant of an Award, such Award is modified in a manner consistent with this Schedule. Where there is any conflict between the Rules and this Schedule, the terms of this Schedule shall prevail.

Except as noted in this Schedule, the Rules described in the Plan apply to Awards granted under this Schedule.

Notwithstanding anything in the Plan to the contrary, Awards granted to a US Participant shall be subject to the following provisions, as applicable:

(a)		The award documentation provided for Conditional Awards and Awards otherwise subject to section 409A of the United States Internal Revenue Code of 1988, as amended (“Section 409A”) shall include the scheduled payment/settlement date(s) for such Award.

(b)		The grant of Dividend Equivalent Amounts and Coupon Payment Amounts under Rule 2.4 ( Dividend Equivalent Amount and Coupon Equivalent Amount ) shall not apply to Options.

(c)		Rule 4.6 ( Prudent Financial Control ) shall not apply to a Conditional Award or any other Award that is subject to Section 409A, unless any delay in payment/settlement of the Award described in Rule 4.6 ( Prudent Financial Control ) is legally required under applicable law (within the meaning of US Treasury Regulation Section 1.409A-2(b)(7)(ii)) or the payment would otherwise jeopardise the Company’s ability to continue as a “going concern” (within the meaning of US Treasury Regulation Section 1.409A-3(d)).

(d)		Notwithstanding Rule 5.1 ( Conditional Awards and Provisional Allocations ), payment/settlement with respect to any:

	(i)		Provisional Allocation or another Award that is exempt from Section 409A or any Dividend Equivalent Amount or Coupon Payment Amount shall be made no later than 2 ¹ / 2 months following the end of the calendar year in which such Award or amount Vests; and

	(ii)		Conditional Award or any other Award that is subject to Section 409A shall be made as soon as practicable following the scheduled payment/settlement date but in no event more than 30 days thereafter, except as otherwise permitted under Section 409A; provided, however, that to the extent a Participant dies before the Normal Vesting Date, such Participant’s Awards shall be paid/settled as soon as practicable following the date of death, but only to the extent then Vested.

(e)		Any determination described in Rule 7.1 ( Grantor determination ) shall not be permitted to the extent that such determination or payment of cash would cause a delay in the payment or taxability of the applicable Award, unless such deferral is in compliance with Section 409A.

(f)		Notwithstanding anything in Rule 9.2 ( Good leavers ) or Rule 10 ( Takeovers and other corporate events ) to the contrary, in the case of a Conditional Award or other Award that is subject to Section 409A, the provisions of Rule 9.2 ( Good leavers ) or Rule 10 ( Takeovers and other corporate events ) as the case may be, may be invoked to accelerate the Vesting of such Award but not the payment or settlement of such Award. Such Award shall be paid or settled on the originally-scheduled payment/settlement date, unless otherwise permitted under Section 409A.

(g)		Adjustments made pursuant to Rule 11 ( Adjustment of Awards ) with respect to any Award granted to a US Participant shall be made in accordance with US Treasury Regulation Section 1.409A-1(b)(5).


¹		No Awards in the form of nil-cost Options over Securities or other Options over Capital Instruments shall be granted to US Participants.

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(h)		To the extent that a Participant who has been granted an Option becomes subject to US taxation and his Option is determined to have been granted with an option price less than “fair market value” on the Grant Date as defined in US Treasury Regulation Section 1.409A-1(b)(5), his Option shall be exercisable only as follows: (i) if the Option is Vested in the year that the Participant becomes subject to US taxation, the Option shall be exercisable only in the first calendar year after the year in which the Participant becomes subject to US taxation; and (ii) if the Option is not Vested in the year that the Participant becomes subject to US taxation, the Option shall be exercisable only in the first calendar year after the year in which the substantial risk of forfeiture (within the meaning of Section 409A) lapses.

(i)		The provisions of this Schedule shall also apply to Cash Awards granted under Schedule 2 to the Plan ( Cash Awards ) to the same extent that this Schedule applies to other Conditional Awards, Provisional Allocations or Options.

(j)		In the event that a Participant is a “specified employee” (within the meaning of US Treasury Regulation Section 1.409A-1(i)) as of the date of the Participant’s “separation from service” (within the meaning of US Treasury Regulation Section 1.409A-1(h)) and if any Award both (i) constitutes a “deferral of compensation” within the meaning of Section 409A and (ii) cannot be paid or provided in the manner otherwise provided without subjecting the Participant to “additional tax”, interest or penalties under Section 409A, then, to the extent necessary to avoid penalties under Section 409A, no Award that is a deferral of compensation shall be paid or settled prior to the first day of the seventh month following the Participant’s separation from service.

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Exhibit 5.1

[Letterhead of Clifford Chance LLP]

3 May 2011

Barclays PLC
1 Churchill Place
London E14 5HP

Dear Sirs

Barclays PLC: Registration under the US Securities Act of 1933

1.		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 264,270,000 ordinary shares of 25 pence each in the Company (the “ Shares ”) on Form S-8 in connection with the making of awards under the Barclays PLC Executive Share Award Scheme (“ ESAS ”), the Barclays Long Term Incentive Plan (“ LTIP ”) and the Barclays Group Share Value Plan (“ SVP ”).

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

		Opinion

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 and (b) to participants in LTIP and SVP by the trustee of the Barclays Group (PSP) Employees’ Benefit 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, LTIP and SVP which we have examined are in force, were validly adopted by the Company (and the relevant trustee of each of ESAS, LTIP and SVP) 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, LTIP and SVP;

	(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, LTIP and SVP (including in respect of the allotment and issue of

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			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, LTIP and SVP 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 3 May 2011 at 9:34 a.m. and an enquiry by telephone in respect of the Company at the Central Index of Winding Up Petitions on 3 May 2011 at 10:29 a.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, LTIP and SVP 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, LTIP and SVP has been duly authorised by, and has and will be made in accordance with, the relevant Documents;

	(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.

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).

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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 3 May 2011.

(1)		The draft Form S-8

(2)		The articles of association of the Company as filed on 18 May 2010

(3)		The rules of the ESAS, LTIP and SVP

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

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Exhibit 23.2

[Letterhead of PricewaterhouseCoopers LLP]

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 10, 2011, 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, 2010.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
London, England
3 May, 2011

PricewaterhouseCoopers LLP, Hay’s Galleria, 1 Hay’s Lane, London SE1 2RD
T: +44 (0) 20 7583 5000, F: +44 (0) 20 7804 1001, www.pwc.co.uk

PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Services Authority for designated investment business.

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 Group Share Value Plan and the Barclays PLC Executive Share Award Scheme (including the Barclays New Joiners Share Award Plan), the Barclays Global Sharepurchase Plan and the Barclays PLC Long Term Incentive Plan. Such Shares will be registered on a registration statement on Form S-8 (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: May 3, 2011	By:	/s/ Marcus Agius
		Marcus Agius
		Group Chairman (Chairman of the Board)


Date: May 3, 2011	By:	/s/ Robert E. Diamond, Jr.
		Robert E. Diamond, Jr.
		Group Chief Executive (Board and Executive Committee member)


Date: May 3, 2011	By:	/s/ Christopher Lucas
		Christopher Lucas
		Group Finance Director; Executive Director (Board and Executive Committee member)


Date:	By:
		David Booth
		Non-executive Director (Board member)

[ Signature page of Power of Attorney ]



Date: April 21, 2011	By:	/s/ Richard Broadbent
		Sir Richard Broadbent
		Deputy Chairman (Board member)


Date: May 3, 2011	By:	/s/ Alison Carnwath
		Alison Carnwath
		Non-executive Director (Board member)


Date: May 3, 2011	By:	/s/ Fulvio Conti
		Fulvio Conti
		Non-executive Director (Board member)


Date: May 3, 2011	By:	/s/ Simon Fraser
		Simon Fraser
		Non-executive Director (Board member)


Date: May 3, 2011	By:	/s/ Andrew Likierman
		Sir Andrew Likierman
		Non-executive Director (Board member)


Date: April 21, 2011	By:	/s/ Michael Rake
		Sir Michael Rake
		Non-executive Director (Board member)


Date: May 3, 2011	By:	/s/ Reuben Jeffrey III
		Reuben Jeffrey III
		Non-executive Director (Board member)

[ Signature page of Power of Attorney ]



Date: April 21, 2011	By:	/s/ Dambisa Moyo
		Dambisa Moyo
		Non-executive Director (Board member)


Date: May 3, 2011	By:	/s/ John Sunderland
		Sir John Sunderland
		Non-executive Director (Board member)

[ 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 .]



Date: May 3, 2011	By:	/s/ Martin Kelly
		Name:	Martin Kelly
		Title:	Authorized Representative in the United States

[ Signature page of Power of Attorney ]

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