BARCLAYS PLC (Form: S-8, Received: 03/05/2020 13:30:59)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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 Organization)

(I.R.S. Employer

Identification Number)

1 Churchill Place

London E14 5HP

United Kingdom

(Address of Principal Executive Offices)

Barclays Group Deferred Share Value Plan

(Full Title of the Plan)

Barclays Bank PLC

200 Park Avenue

New York, New York 10166

United States of America

Tel. No.: 1-212-526-7000

(Name, Address and Telephone Number of Agent for Service)

Copies to:

David I. Gottlieb

Cleary Gottlieb Steen & Hamilton LLC

2 London Wall Place

London EC2Y 5AU

United Kingdom

Tel. No.: 011-44-20-7614-2230

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

CALCULATION OF REGISTRATION FEE



Title of Securities to Be Registered	Amount to Be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee (2)
Ordinary shares of Barclays PLC, nominal value 25p per share
To be awarded under the Barclays Group Deferred Share Value Plan (including the Joiners Deferred Share Value Plan) (3)	370,000,000 shares	$1.9251	$712,304,537.30	$92,457.13

(1)

The amount of ordinary shares of Barclays PLC, nominal value 25p per share (“ordinary shares”), being registered represents the estimated maximum aggregate amount that can be awarded to employees in the United States pursuant to the Barclays Group Deferred Share Value Plan (including the Joiners Deferred Share Value Plan).

(2)

In accordance with Rule 457(h), the maximum offering price per share has been calculated pursuant to Rule 457(c) based upon the average of the high and low price of the ordinary shares on the London Stock Exchange of £1.5020 on February 28, 2020. 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 February 28, 2020. 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. 333-190612).

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 Annual Report on Form 20-F of Barclays PLC (“Barclays”) for the fiscal year ended December 31, 2019 (File No. 001-09246) filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 13, 2020 is incorporated in this registration statement by reference and made a part hereof.

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. Because no original issuance ordinary shares are to be registered hereunder, no opinion of counsel regarding the legality of the ordinary shares being registered hereunder is required.

Item 6. Indemnification of Directors and Officers

The relevant provision of the Articles of Association of Barclays PLC (the “Articles”) in respect of indemnification of directors and officers is Article 147. Terms defined in the Articles shall, unless the context otherwise requires, have the same meaning when used in this section.

- 2 -

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;

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

(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);

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

(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 articles 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;

(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 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.

- 3 -

(147.4) Without prejudice to article 147.1 or to any indemnity to which a director may otherwise be entitled, and to the extent permitted by the Act and otherwise upon such terms and subject to such conditions as the board may in its absolute discretion think fit, the board shall have the power to make arrangements to provide a director with funds to meet expenditure incurred or to be incurred by him in defending any criminal or civil proceedings or in connection with an application under section 661(3) or (4) of the Act (acquisition of shares by innocent nominee) or section 1157 of the Act (general power to grant relief in case of honest and reasonable conduct) or in defending himself in an investigation by a regulatory authority or against action proposed to be taken by a regulatory authority or to enable a director to avoid incurring any such expenditure.

(147.5) Where at any meeting of the board or a committee of the board any arrangement falling within article 147.4 is to be considered, a director shall be entitled to vote and be counted in the quorum at such meeting unless the terms of such arrangement confers upon such director a benefit not generally available to any other director; in that event, the interest of such director in such arrangement shall be deemed to be a material interest for the purposes of article 108 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 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.

- 4 -

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

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

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

(4) An appeal is disposed of—

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

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

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

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

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

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

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

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

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

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

- 5 -

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

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

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

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

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

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

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

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

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

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

(5) For this purpose —

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

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

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

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

(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—

- 6 -

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

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

(5) For this purpose—

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

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

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

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

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

(a) qualifying third party indemnity provision, and

(b) qualifying pension scheme indemnity provision.

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

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

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

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

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

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

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

(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—

- 7 -

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

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

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

(a) the company’s registered office, or

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

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

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

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

(b) of any change in that place,

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

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

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

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

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

(a) qualifying third party indemnity provision, and

(b) qualifying pension scheme indemnity provision.

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

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

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

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

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

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

- 8 -

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

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

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

(a) an officer of a company, or

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

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

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

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

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

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

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 2, 2013)

4.2		Rules of the Barclays Group Deferred Share Value Plan

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

23.1		Consent of Clifford Chance (included in Exhibit 5.1)

23.2		Consent of KPMG 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

- 9 -

Item 9. Undertakings

(a) The undersigned registrant hereby undertakes:

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

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

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

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

provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to 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.

- 10 -

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 2, 2013)

4.2		Rules of the Barclays Group Deferred Share Value Plan

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

23.1		Consent of Clifford Chance (included in Exhibit 5.1)

23.2		Consent of KPMG 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

- 11 -

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 March 5, 2020.


Barclays PLC

By:		/s/ Stephen Shapiro
		Name: Stephen Shapiro
		Title: Corporate 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 March 5, 2020.


Signature:		Title:

* Nigel Higgins		Group Chairman

* James Staley		Group Chief Executive (Principal Executive Officer) and Executive Director

* Tushar Morzaria		Group Finance Director (Principal Financing Officer and Principal Accounting Officer) and Executive Director

* Michael Ashley		Non-executive Director

Timothy Breedon CBE		Non-executive Director

* Sir Ian Cheshire		Non-executive Director

* Mary Francis CBE		Non-executive Director

* Crawford Gillies		Senior Independent Director

Dawn Fitzpatrick		Non-executive Director

* Mohamed A. El-Erian		Non-executive Director

* Diane Schueneman		Non-executive Director

* Mary Anne Citrino		Non-executive Director

* Dr. Brian Gilvary		Non-executive Director

* Matthew Larson		Authorized Representative in the United States

- 12 -

*By:

/s/ Stephen Shapiro

Name: Stephen Shapiro

Title: Attorney-in-Fact

- 13 -

Exhibit 4.2

BARCLAYS PLC

RULES OF THE

BARCLAYS GROUP DEFERRED SHARE VALUE PLAN

Adopted by the Board Remuneration Committee of Barclays PLC on 8 February 2017

and amended by the Barclays Group Share Schemes Committee on 22 May 2018 and by

the Board Remuneration Committee of Barclays PLC on 4 February 2020

CONTENTS


Rule		Page

1.	Definitions and Interpretation		1

2.	Grant of Awards		3

3.	Vesting of Awards		4

4.	Consequences of Vesting		6

5.	Vesting After Cessation of Employment		7

6.	Take-over and Liquidation		8

7.	Variations in the Share Capital of the Company		9

8.	Administration of the Plan		9

9.	Amendment of the Plan		9

10.	Forfeitable Securities		9

11.	Cash Alternative		10

12.	General Provisions		10

Schedule 1 – Special Provisions Schedule			18

Schedule 2 Cash Awards			21

1.	DEFINITIONS AND INTERPRETATION

1.1	In the Plan, unless the context otherwise requires:

“Adoption Date” means 8 February 2017 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 Committee 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 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 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 Committee 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 Committee;

“Eligible Employee” means any person who is an employee or former employee of any member of the Group and who is deemed to be eligible to participate by the Committee PROVIDED THAT a person shall not be eligible to participate in the Plan if he is a director of the Company;

- 1 -

“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;

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

“Involved in an Investigation” means:

(a)

where a current or former employee:

(i)

is suspended from employment or placed on paid leave in connection with a disciplinary or regulatory matter (whether internal or external); or

(ii)

is the subject of, undergoing or involved in an investigation in connection with a disciplinary or regulatory matter (whether internal or external); or

(iii)

by virtue of his or her line management responsibilities could become the subject of, undergo or become involved in an investigation in connection with a disciplinary or regulatory matter (whether internal or external); or

(b)

any other category of employee or former employee as determined by the Committee from time to time in its discretion;

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

“Plan” means the Barclays Group Deferred 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 which does not 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;

“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;

- 2 -

“Shares” means ordinary shares in the capital of the Company or such other class of shares as may represent the same as a result of any reorganisation, reconstruction or other variation of the share capital of the Company to which the provisions of the Plan may apply from time to time PROVIDED THAT if a corporate event described in Rule 6 occurs, references to “Shares” in Rules 3 to 6 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;

“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 Committee determining in its 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 Committee 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 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 Schedule and on such additional terms as the Committee 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 form of the Award;

- 3 -

(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 Committee.

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 securities 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 adopted by the Committee; 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 Committee 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 Committee 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 [●] 2027 (that is, the expiry of the period of 10 years beginning with the date on which the Plan is adopted by the Committee).

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 only be satisfied by the transfer of Shares (other than the transfer of treasury Shares).

2.10	An Award of Capital Instruments may only be satisfied by the transfer of Capital Instruments.

3.	VESTING OF AWARDS

3.1	Subject to the remainder of Rule 3 and Rules 5 and 6 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

- 4 -

accordance with Rule 4 on the Vesting Date. In the case of a Provisional Allocation, the Committee shall, in its 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, 3.6 and 5 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 Committee 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 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 financial constraints on the Group which preclude or limit the Group’s ability to facilitate funding of Awards then:

(a)

the Committee 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 (to nil if appropriate) and/or made subject to any other condition as the Committee considers at its absolute discretion appropriate; and

(b)

in the absence of any determination by the Committee 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 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 Vesting Date of an Award which remains outstanding and in respect of which Vesting of any Vesting Portion and/or 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 Committee, 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 Committee 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) at any time at its discretion, including (but without limitation) as a result of:

(a)

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

(b)

the Group or any business unit having suffered a material downturn in its financial performance at any time whether before or during the Vesting Period;

(c)

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 whether before or during the Vesting Period;

- 5 -

(d)

the Participant’s actions at any time whether before or 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;

(e)

(f)

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 whether before or during the Vesting Period;

(g)

the Participant’s actions having, in the reasonable opinion of the Committee, following consultation with his Employer, amounted to negligence, incompetence or poor performance at any time whether before or during the Vesting Period; or

(h)

any other matter which, in the reasonable opinion of the Committee, is required to be taken into account to comply with prevailing legal and / or regulatory requirements, which for the avoidance of doubt, includes any regulations or guidance published by a regulator from time to time.

For the purposes of this Rule 3.4, the determination of what constitutes “negligence”, “incompetence”, “poor performance” and “misconduct” shall be determined by the Committee acting in good faith, following consultation with the Employer.

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 Committee 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 Committee may determine; or

(b)

lapse and be replaced by the grant of such other form of Award as the Committee may specify.

3.6

Notwithstanding any other provision of the Plan, and irrespective of whether any Performance Condition attached to an Award has been satisfied, if, at the time that an Award is due to Vest, a Participant is Involved in an Investigation then the Committee in its absolute discretion, following consultation with his Employer, may determine that any Vesting of any Vesting Portion and/or Dividend Shares or Coupon Equivalent (if any) shall be suspended until such time as the Committee lifts such suspension and exercises its discretion to allow the Award to Vest or otherwise reduces the Award (to nil, if appropriate) in accordance with Rule 3.4 PROVIDED THAT if a Participant ceases to be employed by the Group in accordance with Rule 5.4 then the Award shall lapse in its entirety unless the Committee, in exceptional circumstances, determines otherwise as permitted by Rule 5.4 and/or PROVIDED FURTHER THAT to the extent that the Committee has not lifted such suspension or exercised its discretion under this Rule 3.6 within 5 years from the date of any such suspension, then all such Awards shall be forfeited and lapse in their entirety, unless the Committee, in exceptional circumstances, determines otherwise.

4.	CONSEQUENCES OF VESTING

4.1	In the case of a Conditional Award, the Committee 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 Committee at the

- 6 -

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 5 or 6. If an Option is not exercised during the last 30 days of that period because of any regulatory restrictions, the Committee 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 Forfeitable Securities shall cease to be subject to the restrictions imposed on those Forfeitable Securities under the Plan and the Committee 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 Committee determines that any Securities under an Award shall Vest pursuant to Rules 3, 5 or 6, the Committee 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 Committee shall from time to time prescribe in which case:

(a)

the Committee 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 on such Securities on or after their Vesting (net of any tax payable on such dividends or Coupon) and the right to vote or direct the voting in respect of such Securities (where such Securities are Shares and those Shares are held by the trustees of an employee benefit trust established by the Company or any member of the Group 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 Committee 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 Committee may from time to time prescribe any such additional amount of which the Committee 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 securities 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 Committee may sell, or procure the sale of, such number of Securities which have Vested to meet any obligation of the Committee, 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 Committee 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 Committee.

- 7 -

5.	VESTING AFTER CESSATION OF EMPLOYMENT

5.1	Subject to Rules 3.3, 3.4 and 3.6 and unless a Vesting Portion may Vest before its Vesting Date under Rules 5.2, 5.3, 5.4 and 6, a Vesting Portion may not Vest before the relevant Vesting Date. Any Vesting Portion which does not Vest shall lapse.

5.2

Subject to Rules 3.3, 3.4 and 3.6, if a Participant dies his Award (provided it is not a Provisional Allocation) shall, unless the Committee decides otherwise in exceptional circumstances, Vest on the earlier of its applicable Vesting 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 Vest.

5.3	Subject to Rules 3.3, 3.4, 3.6 and 5.4, if a Participant ceases to be employed by the Group by reason of:

(a)

injury, disability or ill health;

(b)

redundancy after the third anniversary of the Award Date;

(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;

(e)

resignation after the third anniversary of the Award Date; or

(f)

any other reason, and subject to any conditions as the Committee may, in its discretion, decide

his Award (provided it is not a Provisional Allocation) shall, unless the Committee 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 Committee may allow such unvested Vesting Portions as the Committee so decides to Vest on the date of such cessation. In the case of a Provisional Allocation, the Committee shall, in its absolute discretion, decide whether each Vesting Portion should Vest. Any Vesting Portion which does not Vest shall lapse.

5.4

If a Participant ceases to be employed by the Group due to resignation on or before the third anniversary of the Award Date, dismissal for cause or gross misconduct or for any reason other than one of the events specified in Rules 5.2 or 5.3, his Award shall lapse unless the Committee in its absolute discretion in exceptional circumstances determines otherwise in which case the Committee 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 Committee may allow such unvested Vesting Portions as the Committee so decides to Vest on the date of such cessation. Any Vesting Portion which does not Vest shall lapse.

5.5

For the purposes of this Rule 5, a Participant shall be deemed to have ceased to be employed by a member of the Group on the earlier of the day on which (i) the Participant gives notice of resignation or (ii) his employment terminates, unless the Committee decides otherwise in its absolute discretion.

- 8 -

6.	TAKE-OVER AND LIQUIDATION

6.1	Rule 6.2 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.

6.2	Subject to Rules 3.3, 3.4 and 3.6, 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 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.

6.3

Subject to Rules 3.3, 3.4 and 3.6, if the Company gives notice of a general meeting to consider a resolution for the voluntary winding up of the Company (the “resolution”) the Committee shall allow Awards to Vest PROVIDED THAT any Vesting pursuant to this Rule 6.3 shall be conditional upon the resolution being duly passed. If the resolution is defeated or withdrawn, the Award shall be unaffected. If the Committee allows Awards to Vest pursuant to this Rule 6.3, 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.

6.4

Subject to Rules 3.3, 3.4 and 3.6, if, in the opinion of the Committee, 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 Committee may depending on the form of the Award, acting fairly, reasonably and objectively, allow all unvested Awards to Vest on such event happening.

6.5	On the commencement of any liquidation of the Company (subject to Rule 6.3 and otherwise than in connection with a compromise or arrangement as referred to in paragraph (b) of Rule 6.1) the Award shall lapse.

6.6

If any company (“Acquiring Company”) obtains Control of the Company as a result of making an offer referred to in Rule 6.1 or a compromise or arrangement referred to in Rule 6.1 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 6.6 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.

7.	VARIATIONS IN THE SHARE CAPITAL OF THE COMPANY

7.1

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 Committee 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, the Option Price.

- 9 -

8.	ADMINISTRATION OF THE PLAN

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

8.2

The Committee 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.	AMENDMENT OF THE PLAN

9.1

Notwithstanding any other provision of the Plan 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 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 deemed necessary to ensure consistency with Barclays remuneration policy and / or practices (as amended from time to time) or to ensure the Group’s compliance with prevailing legal and / or regulatory requirements, which for the avoidance of doubt, includes any regulations or guidance published by a regulator from time to time.

10.	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:

10.1	to have full beneficial ownership of the Securities;

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

10.3	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;

10.4	if required by the Committee, 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

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

11.	CASH ALTERNATIVE

11.1

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 Committee may determine that, instead of acquiring such number of Vested Securities as the Committee 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 11.3) of that number of Securities in accordance with the following provisions of this Rule 11.

11.2

Rule 11.1 shall not apply in relation to an Award made to a Participant in any jurisdiction where the presence of Rule 11.1 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 11.2 shall apply only if its application would prevent the occurrence of a consequence referred to in this Rule 11.2.

- 10 -

11.3	For the purpose of this Rule 11, 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 Committee reasonably determines.

11.4

As soon as reasonably practicable after the Committee has determined under Rule 11.1 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.

11.5	There shall be deducted from any payment under this Rule 11 such amounts (on account of tax or similar liabilities) as may be required by law or as the Committee may reasonably consider to be necessary or desirable.

12.	GENERAL PROVISIONS

12.1	Terms of employment

The rights and obligations of any Participant under the terms of his 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 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.

12.2	Tax and other similar liabilities

Any liability of a Participant to taxation or social security contributions or similar liabilities in respect of an Award shall be for the account of the relevant Participant. The Committee may make an Award and the release of Securities 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).

12.3	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 Committee, to the registered office of the Company and in the case of an individual to his last known address, or, where he is an 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 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.

- 11 -

12.4	Data Protection provisions

If a Participant is employed outside the European Economic Area and consent is needed for the collection, processing or transfer of their personal data under applicable local law, by participating in the Plan, the Participant gives their consent for the purposes of the Plan.

For the purposes of compliance with the General Data Protection Regulation (EU) 2016/679, the Company will separately provide a Participant with information on the collection, processing and transfer of their personal data, including the grounds for processing.

12.5	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.

12.6	Third Parties

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

12.7	Awards not Pensionable

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

12.8	Resolution of disputes

Any dispute arising out of or in connection with the Plan, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which rules are deemed to be incorporated by reference into this Rule. In the event of arbitration:

(a)

the number of arbitrators shall be one;

(b)

the seat, or legal place, of arbitration shall be London;

(c)

the language to be used in arbitral proceedings shall be English.

The Committee and, by accepting the Award, any Participant waive any right of application to determine a preliminary point of law or appeal on a point of law under Sections 45 and 69 of the Arbitration Act 1996.

12.9	Governing Law

This Plan shall be construed, administered and governed in all respects under and by the law of England and Wales.

- 12 -

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:

(a)	Rule 5.3(e); and

(b)	The words “on or before the third anniversary of the Award Date” in Rule 5.4.

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 Committee) preceding the Award Date and who is determined to be a New Joiner by the Committee.

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 Conditional Award 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.”

Spain

For Eligible Employees resident in Spain, the Rules are modified so that Rule 5.3(e) shall not apply.

C.	UNITED STATES SPECIAL PROVISIONS¹

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:

(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 3.2 (b) shall not apply unless the payment delay described in Rule 3.2(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)).

¹	No Awards in the form of nil-cost Options over Securities or other Options over Capital Instruments shall be granted to US Participants.

- 13 -

(d)

Notwithstanding anything to the contrary in Rule 3.5, if, at the time that an Award to a US Participant that is subject to Section 409A (other than an Award under which a Participant is determined not to have a “legally binding right” within the meaning of Section 409A) is due to Vest, a Participant is Involved in an Investigation, then the Committee may decide at its discretion to lapse any such Award. Thereafter, the Committee, at its absolute discretion, following consultation with the Participant’s Employer, may determine, within 5 years from the date of any such lapse, whether to grant such Participant a new Award on terms as determined by the Committee.

(e)	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 2¹⁄₂ 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.

(f)

Notwithstanding anything in Rule 5.3 or Rule 6 to the contrary, in the case of a Conditional Award or other Award that is subject to Section 409A, the provisions of Rule 5.3 or 6, 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.

(g)	Adjustments made pursuant to Rule 7 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).

(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 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.

(i)	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.

(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.

- 14 -

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 Committee, 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 Committee may grant or procure the grant of a Cash Award.

(b)	The Committee 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 Committee 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 5.4 or Rule 6). 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 11.3.

(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.

- 15 -

Exhibit 5.1

CLIFFORD CHANCE LLP

10 UPPER BANK STREET

LONDON

E14 5JJ

TEL +44 20 7006 1000

FAX +44 20 7006 5555

DX 149120 CANARY WHARF 3

www.cliffordchance.com


		Our ref: 70-40492187

5 March 2020

Barclays PLC

1 Churchill Place

London E14 5HP

Dear Sirs

Barclays PLC: Registration under the US Securities Act of 1933

We are acting on the instructions of Barclays PLC (the “Company”) in connection with the registration under the US Securities Act of 1933 (the “Securities Act”) of 386,000,000 ordinary shares of 25 pence each in the Company (the “Shares”) on two Form S-8s in connection with the making of awards under the Barclays Group Deferred Share Value Plan (“DSVP”), in respect of 370,000,000 of the Shares, and under the Barclays Group Share Value Plan (“SVP”), in respect of 16,000,000 of the Shares.

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

1.	English law

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.

CLIFFORD CHANCE LLP IS A LIMITED LIABILITY PARTNERSHIP REGISTERED IN ENGLAND AND WALES UNDER NO. OC323571. THE FIRM’S REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS IS AT 10 UPPER BANK STREET LONDON E14 5JJ. THE FIRM USES THE WORD “PARTNER” TO REFER TO A MEMBER OF CLIFFORD CHANCE LLP OR AN EMPLOYEE OR CONSULTANT WITH EQUIVALENT STANDING AND QUALIFICATIONS. THE FIRM IS AUTHORISED AND REGULATED BY THE SOLICITORS REGULATION AUTHORITY.

CLIFFORD CHANCE LLP

2.	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 to participants in SVP/DSVP by the trustee of the Barclays Group (PSP) Employees’ Benefit Trust (or of such other Barclays Group employee benefit trust as may transfer Shares to participants in SVP/DSVP from time to time), 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.

3.	Assumptions

The opinions set out in paragraph 2 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 SVP/DSVP which we have examined are in force, were validly adopted by the Company 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 SVP/DSVP;

(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 SVP/DSVP (including in respect of the allotment and issue of Shares) and any amendments to SVP/DSVP

- 2 -

CLIFFORD CHANCE LLP

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 SVP/DSVP or any amendments to SVP/DSVP 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 5 March 2020 at 10:30 a.m. and an enquiry by telephone in respect of the Company at the Central Index of Winding Up Petitions on 5 March 2020 at 10:30 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 SVP/DSVP 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 SVP/DSVP 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; and

(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).

This letter is given solely for the purposes of the Company filing the Form S-8s referenced herein and for the information of the persons to whom it is addressed and

- 3 -

CLIFFORD CHANCE LLP

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.

4.	Benefit of opinion

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

- 4 -

CLIFFORD CHANCE LLP

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 5 March 2020.

(1)	The draft Form S-8s

(2)	The articles of association of the Company as adopted by special resolution passed on 30 April 2010 and amended by special resolution passed on 25 April 2013, and as filed at the United Kingdom’s Companies House on 15 May 2013

(3)	The rules of SVP and DSVP

(4)	The searches referred to in paragraph 3(i) of this Legal Opinion

- 5 -

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors of Barclays PLC

We consent to the use of our report dated February 12, 2020 with respect to the consolidated balance sheets of Barclays PLC and subsidiaries as of 31 December 2019 and 2018, and the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity, and consolidated cash flow statements for each of the years in the three-year period ended 31 December 2019, and the related notes and specific disclosures described in Note 1 of the consolidated financial statements as being part of the consolidated financial statements, and the effectiveness of internal control over financial reporting as of December 31, 2019, incorporated herein by reference.

Our report refers to a change in accounting for financial instruments in 2018 due to the adoption of International Financial Reporting Standard 9 Financial Instruments.

/s/ KPMG LLP

London, United Kingdom

March 5, 2020

Exhibit 24.1

POWER OF ATTORNEY

Reference is hereby made to the 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 Deferred Share Value Plan. Such Shares will be registered on one or more registration statements on Form S-8 (each, 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 or the Company Secretary, and each of them, with full power in each of them to act alone, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her 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) under 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: March 5, 2020	By:	/s/ Nigel Higgins
	Nigel Higgins
	Group Chairman

Date: March 5, 2020	By:	/s/ James Staley
	James Staley
	Group Chief Executive
	(Principal Executive Officer) and Executive Director

Date: March 5, 2020	By:	/s/ Tushar Morzaria
	Tushar Morzaria
	Group Finance Director
	(Principal Financing Officer and Principal Accounting Officer) and Executive Director

Date: March 5, 2020	By:	/s/ Michael Ashley
	Michael Ashley
	Non-executive Director

Date:	By:
	Timothy Breedon CBE
	Non-executive Director

Date: March 5, 2020	By:	/s/ Sir Ian Cheshire
	Sir Ian Cheshire
	Non-executive Director

Date: March 5, 2020	By:	/s/ Mary Anne Citrino
	Mary Anne Citrino
	Non-executive Director

Date: March 5, 2020	By:	/s/ Mohamed A. El-Erian
	Mohamed A. El-Erian
	Non-executive Director

Date:	By:
	Dawn Fitzpatrick
	Non-executive Director

Date: March 5, 2020	By:	/s/ Mary Francis CBE
	Mary Francis CBE
	Non-executive Director

Date: March 5, 2020	By:	/s/ Crawford Gillies
	Crawford Gillies
	Non-executive Director

Date: March 5, 2020	By:	/s/ Dr. Brian Gilvary
	Dr. Brian Gilvary
	Non-executive Director

Date: March 5, 2020	By:	/s/ Diane Schueneman
	Diane Schueneman
	Non-executive Director

Exhibit 24.2

POWER OF ATTORNEY

Reference is hereby made to the 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 Group Deferred Share Value Plan. Such Shares will be registered on one or more registration statements on Form S-8 (each, a “Registration Statement”) and filed with the US Securities and Exchange Commission (the “SEC”). In connection with each Registration Statement, Barclays will file a Form F-N to appoint an agent for service of process in the United States (the “Form F-N”).

KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints any Director of Barclays or the Company Secretary, and each of them, with full power to act alone, as his true and lawful attorney-in-fact and agent, 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), any subsequent registration statement in respect of the Shares that is to be effective upon filing by Barclays pursuant to Rule 462(b) under the Securities Act and the Form F-N and any or all amendments thereto, 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: March 5, 2020	By:	/s/ Matthew Larson
	Name: Matthew Larson
	Title: Authorized Representative in the United States