exv4w5






Exhibit 4.5




			
	 	 	 
	
	 	CLIFFORD CHANCE LLP






BARCLAYS PLC




 





BARCLAYS GLOBAL SHAREPURCHASE PLAN



 





Approved by the Board of the Company on 5 June 2009



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



 









 






CONTENTS




	 	 	 	 	 
	 	 	Page	 
	RULE
	 	 	 	 
	1. DEFINITIONS
	 	 	1	 
	 	 
	2. INVITATIONS TO PARTICIPATE IN THE PLAN
	 	 	7	 
	 	 
	3. PARTICIPATION – VESTING PERIOD,RETIREMENT AGE AND GROUP PLANS TREATED
AS A SINGLE PLAN
	 	 	8	 
	 	 
	4. FREE SHARES
	 	 	8	 
	 	 
	5. PARTNERSHIP SHARES
	 	 	9	 
	 	 
	6. MATCHING SHARES
	 	 	11	 
	 	 
	7. DIVIDENDS AND DIVIDEND SHARES
	 	 	12	 
	 	 
	8. LIMITS ON PARTICIPATION
	 	 	13	 
	 	 
	9. REGULATORY AND TAX ISSUES
	 	 	15	 
	 	 
	10. LEAVERS
	 	 	15	 
	 	 
	11. SHARES
	 	 	16	 
	 	 
	12. RIGHTS ISSUES, CAPITALISATION ISSUES AND OTHER VARIATIONS OF CAPITAL
	 	 	17	 
	 	 
	13. RECONSTRUCTION AND TAKEOVER
	 	 	18	 
	 	 
	14. VOTING RIGHTS AND DIRECTIONS
	 	 	19	 
	 	 
	15. SCRIP DIVIDENDS
	 	 	19	 
	 	 
	16. FRACTIONAL ENTITLEMENTS
	 	 	19	 
	 	 
	17. CIRCULARS AND NOTICES
	 	 	20	 
	 	 
	18. DISPOSALS AND PAYMENTS
	 	 	20	 
	 	 
	19. AMENDMENT OF THE PLAN
	 	 	20	 
	 	 
	20. DISPUTES
	 	 	21	 
	 	 
	21. NOTICES
	 	 	21	 
	 	 
	22. TERMS OF EMPLOYMENT
	 	 	22	 
	 	 
	23. THIRD PARTIES
	 	 	22	 
	 	 
	24. BENEFITS NOT PENSIONABLE
	 	 	22	 
	 	 
	25. DATA PROTECTION
	 	 	22	 
	 	 
	26. GOVERNING LAW
	 	 	22	 
	 	 
	SCHEDULE 1 - ITALIAN SUB-PLAN
	 	 	23	 
	 	 
	SCHEDULE 2 – US SUB-PLAN
	 	 	24	 






 









 






			
	 	 	 
	
	 	CLIFFORD CHANCE LLP








	1.	 	DEFINITIONS
	 
	1.1	 	In this Plan the following words and expressions have the meanings set opposite them:
	 
	 	 	“Acquisition Date” means:






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






	 	 	“ADS” means an American Depositary Share being an authorised depositary security
representing for the time being 4 Shares in the Company and being evidenced by an authorised
depositary receipt issued by the ADS Issuer and quoted on the New York Stock Exchange;
	 
	 	 	“ADS Issuer” means JP Morgan Chase Bank, N.A. or such other bank as the Company may from
time to time appoint to issue authorised depositary receipts;
	 
	 	 	“Any Other Plan” means any employees’ share scheme other than the Plan adopted by the
Company in general meeting which provides for the acquisition of Shares by or on behalf of
employees or directors;
	 
	 	 	“Associated Company” has the meaning set out in Rule 1.2;
	 
	 	 	“Award” means:






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






	 	 	and the expression “Awarded” and “Award Date “shall be construed accordingly;
	 
	 	 	“BGI” means Barclays Global Investors UK Holdings Limited;
	 
	 	 	“BGI Plan” means the Barclays Global Investors Equity Ownership Plan;
	 
	 	 	“BGI Shares” means “A” Ordinary Shares in the capital of BGI;
	 
	 	 	“Board” means the board of directors of the Company or a duly authorised committee of the
Board;
	 
	 	 	“Capital Receipt” means in respect of a Participant’s Plan Shares, any money or money’s
worth except to the extent that:




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	 	(a)	 	it constitutes income in the hands of the recipient for the purposes of income
tax;
	 
	 	(b)	 	it consists of the proceeds of disposal of the Plan Shares in respect of which
it is received; or
	 
	 	(c)	 	it consists of New Shares;






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






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






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






	 	(a)	 	by means of the holding of shares or the possession of voting power in
relation to that or any other company; or
	 
	 	(b)	 	as a result of any powers conferred by the articles of association or other
document regulating that or any other company,






	 	 	that the affairs of company A are conducted in accordance with the person’s wishes;
	 
	 	 	“Dealing Day” means:






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






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






	 	(a)	 	of the same class and carry the same rights as the Plan Shares in respect of
which the cash dividend is paid; and
	 
	 	(b)	 	not subject to forfeiture






	 	 	and where the context so admits includes any New Shares held by the Nominee on behalf of the
Participant pursuant to the Plan;
	 
	 	 	“Eligible Employee” means any person who:




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	 	(a)	 	is an employee of a Participating Company in a Participating Jurisdiction on
the Qualifying Date, or if (in relation to Partnership Shares) the Qualifying Date is
not the Acquisition Date, is an employee of a Participating Company on the Acquisition
Date;
	 
	 	(b)	 	is not eligible at the same time to participate in an award of shares under a
UK tax-approved share incentive plan established by any member of the Group; and
	 
	 	(c)	 	has on the Qualifying Date such Qualifying Period (if any) of continuous
employment with the Company or any Qualifying Company as the Board may determine;






	 	 	“Free Shares” means Shares, including fractions of Shares, in respect of which a RSU has
been granted to a Participant;
	 
	 	 	“Group” means the Company and its Subsidiaries and “member of the Group” shall be construed
accordingly;
	 
	 	 	“ICTA” means the Income and Corporation Taxes Act 1988;
	 
	 	 	“Initial Market Value” means:






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






	 	(i)	 	acquired wholly or partly by the Nominee by subscription, the average of
the middle market quotations of a Share as derived from the Daily Official List
of the UK Listing Authority over the period of five consecutive Dealing Days
ending immediately before the Acquisition Date as determined by the Nominee; or
	 
	 	(ii)	 	acquired by the Nominee by purchase, the average purchase price per
Share paid by the Nominee (excluding the costs of purchase and stamp duties) to
purchase Shares on the Acquisition Date; or
	 
	 	(iii)	 	acquired by the Nominee by subscription and/or by purchase, such value
per Share calculated on such other basis as may be determined by the Nominee and
agreed with the Company;






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






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




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	 	 	“London Stock Exchange” means the London Stock Exchange plc;
	 
	 	 	“Matching Shares” means Shares, including fractions of Shares, in respect of which a RSU has
been granted to a Participant in connection with an Award of Partnership Shares;
	 
	 	 	“New York Stock Exchange” means The New York Stock Exchange, Inc.;
	 
	 	 	“New Shares” means:






	 	(a)	 	shares or other securities acquired in respect of Plan Shares where such
shares or securities are equated with the Plan Shares for the purposes of UK capital
gains tax; or
	 
	 	(b)	 	shares or other securities that would fall within paragraph (a) above but for
the fact that they consist of or include a qualifying corporate bond for UK capital
gains tax purposes;






	 	 	“Nominee” means, as the context requires, the person holding Shares for the purposes of the
Plan or the person acting as administrator of the Plan, in each case being such person or
persons as may be selected by the Board from time to time;
	 
	 	 	“Participant” means any Eligible Employee to whom the Nominee has Awarded Shares;
	 
	 	 	“Participating Company” means the Company and any Subsidiary which participates in the Plan
and which is bound by the provisions of the Plan;
	 
	 	 	“Participating Jurisdiction” means a jurisdiction in which the Board has determined that
invitations to participate in the Plan will be issued under Rule 2;
	 
	 	 	“Partnership Shares” means Shares, including fractions of Shares, which are acquired on
behalf of a Participant by the Nominee under Rule 5 and are registered in the name of the
Nominee (or any other person nominated by the Board) to be held by the Nominee on behalf of
the Participant pursuant to the Plan and where the context so admits includes any New Shares
held by the Nominee on his behalf pursuant to the Plan;
	 
	 	 	“Partnership Share Agreement” means an agreement in such form as determined by the Board
from time to time made between the Company, the Nominee and an Eligible Employee under
which:






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




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






	 	 	(all such deductions or payments being referred to as “contributions” (or related
expressions) in the Rules);
	 
	 	 	“Partnership Share Money” means amounts contributed by an Eligible Employee under the terms
of a Partnership Share Agreement;
	 
	 	 	“Plan” means the Barclays Global Sharepurchase Plan;
	 
	 	 	“Plan Shares” means Free Shares, Matching Shares, Partnership Shares and Dividend Shares
(but, in the case of Free Shares and Matching Shares, only on or after the date of Vesting
of such Shares);
	 
	 	 	“Qualifying Company” means a company that:






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






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






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






	 	(a)	 	an offer for any of the Participant’s Plan Shares if the acceptance or
agreement of the offer will result in New Shares being acquired in respect of such Plan
Shares;
	 
	 	(b)	 	a transaction affecting the Participant’s Plan Shares, or such of them as are
of a particular class, if the transaction would be entered into as a result of a
compromise, arrangement or scheme applicable to or affecting:






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




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






	 	(c)	 	an offer for the Participant’s Plan Shares of:






	 	(i)	 	cash, with or without assets, or
	 
	 	(ii)	 	a qualifying corporate bond for UK capital gains tax purposes (whether
alone or with other assets or cash or both)






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






	 	(iii)	 	to holders of shares of the same class as the Participant’s Plan
Shares or to holders of Shares; and
	 
	 	(iv)	 	in the first instance on a condition such that if it is satisfied the
person making the offer will have control of the Company within the meaning of
section 416 of ICTA;






	 	 	“Relevant Amount” means £3,000 or such other amount as may be prescribed from time to time
in the UK SIP;
	 
	 	 	“RSU” means a restricted share unit granted by the Company, being a conditional right to
acquire Free Shares or Matching Shares;
	 
	 	 	“Rules” means the rules of the Plan as amended from time to time;
	 
	 	 	“Salary” means (a) the pre-tax cash earnings of the Participant’s employment for the
purposes of the 10 per cent limit specified in Rule 5.2, or (b) in all other cases, the
post-tax cash earnings of the Participant’s employment, with, in each case, the reference to
employment being to the employment by reference to which the Participant is eligible to
participate in the Plan;
	 
	 	 	“Share” means an ordinary share in the capital of the Company or, where the context permits,
New Shares;
	 
	 	 	“Subsidiary” means any company which is for the time being under the Control of the Company
and which is a subsidiary within the meaning given by section 1159 of the Companies Act
2006;
	 
	 	 	“Tax Liability” means any amount of tax or social security contributions for which any
Participant would or may be liable and for which any member of the Group would or may be
obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant
authority;
	 
	 	 	“UK Listing Authority” means the UK Listing Authority within the meaning given to that
expression in the Listing Rules made by the Financial Services Authority pursuant to its
appointment as the relevant competent authority under the Official Listing of Securities
(Change of Competent Authority) Regulations 2000;




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	 	 	“UK SIP” means the Barclays Group Share Incentive Plan dated 10 January 2002 and approved by
HM Revenue & Customs on 14 January 2002;
	 
	 	 	“Vesting”, together with related expressions, means in relation to Free Shares and/or
Matching Shares a Participant becoming entitled to have a whole number of such Shares
transferred to him (or his nominee) subject to the Rules, together with a cash sum in
respect of any such fractional Shares;
	 
	 	 	“Vesting Period” in relation to Free Shares and/or Matching Shares means the period
specified by the Board after which a Participant shall be entitled to have a whole number of
such Shares transferred to him (or his nominee) subject to the Rules, together with a cash
sum in respect of any such fractional Shares.






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






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






	1.3	 	Any reference to Shares shall, where the context so permits or requires, be deemed to
be a reference to ADSs.
	 
	1.4	 	For the purposes of a Participant’s compliance with the individual participation
limits referred to in the proviso to Rule 4.2 (limit on the maximum aggregate Initial Market
Value of all Free Shares which may be Awarded), Rule 5.2 (limits on the maximum amount of
Partnership Share Money) and Rule 7.3 (limit on cash dividends that may be reinvested), the
Board shall from time to time set an exchange rate between the relevant local currency and
sterling and shall stipulate the period during which such exchange rate shall apply.
	 
	1.5	 	References to any statutory provisions are to those provisions as amended, extended
or re-enacted from time to time and shall include any regulations made thereunder and, unless
the context otherwise requires, words in the singular include the plural (and vice versa) and
words importing any gender include all genders.
	 
	2.	 	INVITATIONS TO PARTICIPATE IN THE PLAN
	 
	2.1	 	Subject to Rule 9, the Board may at any time and from time to time in its absolute
discretion resolve that the Plan shall be operated or shall cease to be operated in respect of
any or all of Free Shares, Partnership Shares, Matching Shares or Dividend Shares (or, in each
such case, ADSs in the case of US Participants) in accordance with the provisions of the Plan.
	 
	2.2	 	If the Board exercises its discretion in Rule 2.1 and resolves to operate the Plan
then, unless otherwise determined by the Board:






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




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






	 	(i)	 	each Eligible Employee who is not a Participant; and
	 
	 	(ii)	 	if applicable, to each Eligible Employee who has since the Plan was
operated, revoked a notice previously served by him under Rule 2.3; and
	 
	 	(iii)	 	all employees who at the next Qualifying Date are expected to be
Eligible Employees,






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






	2.3	 	An individual may by notice given to the Company on terms acceptable to the Company
before an Acquisition Date direct that Partnership Shares shall not be Awarded to him or
acquired on his behalf on that Acquisition Date or on any subsequent Acquisition Date. A
notice given by an individual under this Rule may be revoked by that individual giving the
Company a notice of revocation.
	 
	3.	 	PARTICIPATION – VESTING PERIOD, RETIREMENT AGE AND GROUP PLANS TREATED AS A SINGLE PLAN
	 
	3.1	 	The Board shall specify a Vesting Period in respect of each Award of Free Shares or
Matching Shares. Such Vesting Period shall be specified in the Partnership Share Agreement (in
the case of Matching Shares) or in the Award grant documentation (in the case of Free Shares)
PROVIDED THAT:






	 	(a)	 	the Board may specify different Vesting Periods from time to time;
	 
	 	(b)	 	unless otherwise determined by the Board, the Vesting Period must be the same
for all Free Shares or Matching Shares Awarded at the same time; and
	 
	 	(c)	 	unless otherwise specified by the Board, the Vesting Period shall be three
years.






	3.2	 	If an Eligible Employee participates in an Award under the Plan in a calendar year in
which he has already participated in an award of shares under the UK SIP or other similar
share incentive plans established by the Company or a Connected Company, then the limits
specified in the proviso to Rule 4.2, Rule 5.2 and Rule 7.3 apply as if the Plan and the other
plan or plans were a single plan.
	 
	4.	 	FREE SHARES
	 
	4.1	 	If the Board in its absolute discretion resolves that the Plan shall be operated in
respect of Free Shares the Board shall determine the maximum value of Awards to be granted
over Free Shares on every occasion on which the Board decides to operate the Plan in respect
of Free Shares and shall notify the Participating Companies accordingly.




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






	 	(a)	 	each Eligible Employee shall receive a fixed number of Free Shares or a number
of Shares with an Initial Market Value equal to a fixed sum;
	 
	 	(b)	 	each Eligible Employee shall receive Free Shares having an Initial Market
Value equal to such percentage of his remuneration as the Board shall determine;
	 
	 	(c)	 	each Eligible Employee shall receive a number of Free Shares depending on his
length of service with a Qualifying Company;
	 
	 	(d)	 	each Eligible Employee shall receive a number of Free Shares depending on the
number of hours worked; or
	 
	 	(e)	 	if the Board decides that performance allowances are to be used each Eligible
Employee shall receive a number of Free Shares which is conditional on performance
targets and measures notified as soon as practicable to each Eligible Employee having
been met






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






	4.3	 	The Participating Companies shall provide such sums as may be requested by the
Company to purchase Shares to be Awarded to Eligible Employees as Free Shares pursuant to this
Rule.
	 
	5.	 	PARTNERSHIP SHARES
	 
	5.1	 	The Board may from time to time in its absolute discretion invite Eligible Employees to
acquire Partnership Shares. To participate in an Award of Partnership Shares, each Eligible
Employee must first enter into a Partnership Share Agreement with the Company and the Nominee
in respect of contributions to be made by the Eligible Employee.
	 
	5.2	 	The amount of Partnership Share Money which may be contributed by an Eligible
Employee must not exceed the lowest of:






	 	(a)	 	£1,500 in any calendar year (or the equivalent in local currency which may, if
the Board so permits, be rounded up to such local currency amount as the Board decides
provided that such amount shall not be materially greater than £1,500);
	 
	 	(b)	 	10% of the Eligible Employee’s Salary for the calendar year; and




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






	 	 	and each contribution shall not be less than £10 or the equivalent in local currency which
may, if the Board so permits, be rounded up to such local currency amount as the Board
decides provided that such amount shall not be materially greater than £10 (or such other
minimum amount specified by the Board from time to time).
	 
	5.3	 	Partnership Share Money must be paid to the Nominee, once contributed to the Company
or any Participating Company, as soon as practicable.
	 
	5.4	 	Partnership Share Money shall be held by the Nominee in a non-interest-bearing
account until it is applied in acquiring Partnership Shares on behalf of the relevant Eligible
Employee.
	 
	5.5	 	Partnership Share Money shall be applied by the Nominee in the acquisition of
Partnership Shares on behalf of the relevant Eligible Employee on the Acquisition Date.
	 
	5.6	 	The Company may specify a maximum number of Shares over which Awards of Partnership
Shares may be made on any one occasion. The Partnership Share Agreement shall require the
Company to notify relevant Eligible Employees of any such maximum before the contribution of
Partnership Share Money in respect of that Award.
	 
	5.7	 	If the Company receives applications for Partnership Shares in excess of the maximum
determined by the Board in accordance with Rule 5.6 the Board shall adjust individual
applications downwards either:






	 	(a)	 	on a pro-rata basis; or
	 
	 	(b)	 	on such other basis as the Board may determine






	 	 	PROVIDED THAT






	 	(i)	 	if possible, each applicant who so wishes should be able to
participate at least to the extent represented by the minimum monthly amount
pursuant to Rule 5.2;
	 
	 	(ii)	 	if there are insufficient Shares available to allow full
participation based on the minimum monthly amount, then participation based on
such minimum monthly amount shall be afforded to those applicants who are
selected at random in a ballot conducted by the Board.






	5.8	 	The number of Partnership Shares Awarded to each Eligible Employee shall be
determined in accordance with their Initial Market Value. As soon as practicable after any
Partnership Shares have been acquired by the Nominee on behalf of a Participant, the Nominee
shall notify the Participant (in such form as determined by the Nominee from time to time) of
the acquisition specifying the number and description of those Shares, the amount of
Partnership Share Money applied by the Nominee in the acquisition and their Initial Market
Value.
	 
	5.9	 	Subject to any Tax Liability, Partnership Shares may be withdrawn from the Plan at
any time but on the basis that any Award of Matching Shares granted to a Participant in
connection with the withdrawn Partnership Shares shall thereupon automatically lapse to the
extent that such Award has not Vested at that time.




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	5.10	 	A Participant may at any time give notice to the Company to stop contributions
pursuant to a Partnership Share Agreement. A Participant may subsequently give notice to the
Company to restart contributions by giving notice to the Company. Where a notice is received
stopping contributions, contributions will be stopped no later than 30 days following the date
of receipt unless a later date is specified in the notice. Where a notice to re-start
contributions is received, contributions will be restarted no later than the first
contribution due following 30 days from the date of receipt of the notice unless a later date
is specified in the notice.
	 
	5.11	 	The Company may at any time give notice to the Participant to stop contributions
pursuant to a Partnership Share Agreement to acquire Partnership Shares. The Company may
subsequently give notice to the Participant to restart contributions. Where a notice is given
stopping contributions, contributions will be stopped no later than 30 days following the date
the notice is given unless a later date is specified in the notice. Where a notice to restart
contributions is given, contributions will be restarted no later than the first contribution
due following 30 days from the date the notice is given unless a later date is specified in
the notice.
	 
	5.12	 	For so long as any Partnership Shares are admitted to the Official List of the UK
Listing Authority and held by the Nominee, a Participant may only sell any such Shares on the
London Stock Exchange by arrangements made with the Nominee. The same principle shall apply
to ADSs traded on the New York Stock Exchange.
	 
	5.13	 	A Participant may withdraw from a Partnership Share Agreement at any time by notice
to the Company. Unless a later date is specified, any such notice shall take effect 30 days
from the date of receipt.
	 
	5.14	 	If a Participant withdraws from a Partnership Share Agreement, the Nominee shall
return all Partnership Share Money held by the Nominee to the relevant Eligible Employee as
soon as practicable.
	 
	6.	 	MATCHING SHARES
	 
	6.1	 	If the Board from time to time in its absolute discretion decides to offer Matching
Shares in conjunction with an invitation to acquire Partnership Shares in accordance with Rule
5, the following provisions shall apply.
	 
	6.2	 	The Participating Companies shall provide such sums as may be requested by the
Company to purchase Shares to be Awarded to Eligible Employees as Matching Shares pursuant to
this Rule.
	 
	6.3	 	The number of Matching Shares to be awarded by way of the grant of RSUs to each
Eligible Employee on the occasion on which Partnership Shares are acquired on behalf of each
such Eligible Employee shall be calculated by applying the ratio specified in the Partnership
Share Agreement which shall, unless the Board determines otherwise, be the same for all
Eligible Employees for that Award to the number of Partnership Shares to be acquired on that
occasion PROVIDED THAT the ratio shall not exceed two Matching Shares for each Partnership
Share.






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	 	 	acquired on that occasion PROVIDED THAT the ratio shall not exceed two Matching Shares
for each Partnership Share.
	 
	6.4	 	Unless the Board determines otherwise, Matching Shares shall be Awarded at the same
time (so far as possible) as the Partnership Shares to which they relate are Awarded and on
the same basis to all Eligible Employees who participate in the Award.
	 
	6.5	 	As soon as practicable after any Matching Shares have been awarded to a Participant,
the Nominee shall give details thereof to that Participant.
	 
	7.	 	DIVIDENDS AND DIVIDEND SHARES
	 
	7.1	 	The Board may from time to time, in its absolute discretion, direct that:






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






	7.2	 	If Rule 7.1(a) applies or a Participant makes an election under Rule 7.1(b), any cash
dividend received by the Nominee in respect of the relevant Plan Shares held on behalf of a
Participant shall, subject to Rule 7.3, be applied by the Nominee in acquiring more Shares on
his behalf on the Acquisition Date and the number of Dividend Shares acquired on his behalf
shall be determined by the Nominee in accordance with their Initial Market Value.
	 
	7.3	 	The amount of cash dividends that may be reinvested under Rule 7.2 shall not exceed
£1,500 in a calendar year. To the extent the cash dividends received by the Nominee in
respect of the relevant Plan Shares held on behalf of a Participant exceed this limit, the
Nominee shall pay the excess to the Participant as soon as practicable.
	 
	7.4	 	As soon as practicable after any Dividend Shares have been acquired on behalf of a
Participant, the Nominee shall notify the Participant (in such form as the Nominee shall
determine from time to time) of the acquisition specifying the number and description of those
Shares, their Initial Market Value and any amount of uninvested cash dividends held by the
Nominee on behalf of the Participant.
	 
	7.5	 	The Nominee shall reinvest dividends in a way that is fair and equal between
Participants.
	 
	7.6	 	If the Board does not make a direction under Rule 7.1(a) or a Participant does not
make an election under Rule 7.1(b), the Nominee shall pay the cash dividend or any balance
thereof to the Participant as soon as practicable.




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	7.7	 	The Board may from time to time in its absolute discretion by notice given to all
Eligible Employees revoke a direction given under Rule 7.1 in which case any election made by
a Participant under Rule 7.1(b) would immediately cease to have effect.
	 
	7.8	 	A Participant may at any time by notice to the Company request that his Dividend
Shares be removed from the Plan. Unless a later date is specified, any such notice shall take
effect 30 days from the date of receipt.
	 
	7.9	 	For so long as any Dividend Shares are admitted to the Official List of the UK
Listing Authority and held by the Nominee, a Participant may only sell any such Shares on the
London Stock Exchange by arrangements made with the Nominee. The same principle shall apply
to ADSs traded on the New York Stock Exchange.
	 
	7.10	 	Subject to Rule 7.11, any Award of Free Shares and/or Matching Shares may be granted
on terms whereby the number of Shares comprised in the Award shall increase by deeming
dividends (excluding special dividends, unless the Board decides otherwise) paid on the Shares
from the Award Date to Vesting to have been reinvested in additional Shares on such terms (as
to the inclusion or exclusion of any dividend tax credit, the price at which any additional
Shares shall be deemed to have been purchased or otherwise) as the Board shall decide.
	 
	7.11	 	The Board may determine that, in respect of any Award of Free Shares and/or Matching
Shares, a Participant may either:






	 	(a)	 	be entitled to receive a benefit on the Vesting of such an Award determined by
reference to the value of all or any of the dividends (excluding special dividends,
unless the Board determines otherwise) paid on the Shares from the Award Date to
Vesting and on the basis that such benefit may (i) be provided in cash or Shares and
(ii) include or exclude any dividend tax credits (in each case, at the Board’s
discretion); or
	 
	 	(b)	 	not be entitled to receive any benefit related to such dividends.






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






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






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




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	 	 	reduced by the number of notional Shares determined by the Board in the manner set out in
Rule 8.2.
	 
	8.2	 	For the purposes of the proviso to Rule 8.1:






	 	(a)	 	the Board shall compute the number of BGI Shares which have been acquired on
exercise of options granted under the BGI Plan in the relevant period or in respect of
which options under the BGI Plan are currently outstanding (less any BGI Shares issued
on the exercise of options granted under the BGI Plan but subsequently purchased by
Barclays Bank PLC or any other member of the Group); and
	 
	 	(b)	 	the Board shall subject to such adjustment or variation as the Board shall in
its absolute discretion consider appropriate convert such BGI Shares into a notional
number of Shares by the application in relation to each such acquisition of or grant of
options over, BGI Shares of the formula:





	 	 	 	 	 

	 

	 	A x B
	 	= D where:
	 

	 	 	 	 
	 

	 	C	 	 







	 	A	 	is the number of BGI Shares acquired by or under option to
each relevant employee;
	 
	 	B	 	is the price per BGI Share at which such employee acquired or
may acquire such number of BGI Shares;
	 
	 	C	 	is if and for so long as the Shares are admitted to the
Official List of the UK Listing Authority the greater of the market value of a
Share:






	 	(i)	 	on the date of grant such options; and
	 
	 	(ii)	 	on the date of any determination by the Board for the
purposes of this Rule 8.2;






	 	 	 	calculated by the Board by reference to the middle-market quotations of a
Share as derived from the Daily Official List of the UK Listing Authority
or if the Shares are not so admitted on such other basis as the Board shall
in its absolute discretion determine;
	 
	 	D	 	is the number of notional Shares represented by the BGI
Shares acquired in the relevant period or in respect of which options are
currently outstanding under the BGI Plan for the purposes of the proviso to
Rule 8.1.






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




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






	 	(a)	 	the event would be lawful in all relevant jurisdictions and in compliance with
the Listing Rules, any relevant share dealing code of the Company, the City Code on
Takeovers and Mergers, the listing rules of the New York Stock Exchange and any other
relevant UK or overseas regulation or enactment;
	 
	 	(b)	 	if a Tax Liability would arise by virtue of such event, the Participant must
have entered into arrangements acceptable to the Board that the relevant member of the
Group will receive the amount of such Tax Liability;
	 
	 	(c)	 	the Participant has entered into such arrangements as the Board requires (and
where permitted in the relevant jurisdiction) to satisfy the liability of a member of
the Group to pay tax and/or social security contributions in respect of the event;
	 
	 	(d)	 	in the case of an Award made to a Participant who is subject to taxation in
India, to the extent that any fringe benefit tax liability arises in India for any
member of the Group or any Associated Company (the “Liable Company”) in relation to
such an Award, the Participant shall be under an obligation to make arrangements
satisfactory to the Company to pay (whether by way of deduction from any amounts
payable to the Participant or otherwise) to the Liable Company an amount equal to the
fringe benefit tax that is payable by the Liable Company in respect of the Award, as
determined by the Liable Company; and
	 
	 	(e)	 	where the Board requires, the Participant has entered into, or agreed to enter
into, a valid election under Part 7 of ITEPA (Employment income: elections to disapply
tax charge on restricted securities) or any similar arrangement in any overseas
jurisdiction.






	 	 	For the purposes of this Rule 9.1, references to a member of the Group include any former
member of the Group.
	 
	9.2	 	On or as soon as reasonably practicable after the Vesting of a RSU, the Board shall
transfer or procure the transfer of the Shares in question to the Participant (or a nominee
for him).
	 
	10.	 	LEAVERS
	 
	10.1	 	If a Participant ceases to be a director or employee by reason of:-






	 	(a)	 	death;
	 
	 	(b)	 	retirement with the agreement of the Participant’s employer;
	 
	 	(c)	 	injury;
	 
	 	(d)	 	disability;




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	 	(e)	 	redundancy;
	 
	 	(f)	 	the Participant’s employing company ceasing to be the Company or an Associated
Company of the Company; or
	 
	 	(g)	 	a transfer of the Participant’s employing business to a person who is neither
the Company nor an Associated Company of the Company






	 	 	the Partnership Shares and/or Dividend Shares (in each case, in whole numbers only) held by
the Nominee for such Participant will be transferred to the Participant (or his/her personal
representatives in the case of death) as soon as practicable thereafter, together with a
cash sum in respect of the value of any fractional Partnership Shares and/or Dividend Shares
so held.
	 
	10.2	 	Upon such an event occurring, all of the Free Shares and/or all the Matching Shares
Awarded to such Participant will immediately Vest and such Vested Free Shares and/or Vested
Matching Shares (in each case, in whole numbers only), together with a cash sum in respect of
any fractional Free Shares and/or Matching Shares that so Vest will be transferred to the
Participant as soon as practicable thereafter (other than in the event of death, in which case
all such Free Shares and/or Matching Shares (in each case, in whole numbers only), together
with a cash sum in respect of any fractional Free Shares and/or Matching Shares will be
transferred to the personal representatives of the deceased Participant) as soon as
practicable thereafter.
	 
	10.3	 	If a Participant ceases to be a director or employee for any reason other than those
specified in Rule 10.1, then the Partnership Shares and/or Dividend Shares (in each case, in
whole numbers only) held by the Nominee for such Participant, together with a cash sum in
respect of any fractional Partnership Shares and/or Dividend Shares so held will be
transferred to the Participant as soon as practicable thereafter but any Award of Free Shares
or Matching Shares held by him shall, to the extent not Vested, immediately lapse on such
cessation.
	 
	10.4	 	A Participant shall not be treated for the purpose of this Rule 10 as ceasing to be
a director or employee until such time as he is no longer a director or employee of (a) any
member of the Group or (b) any Associated Company. If any Participant ceases to be such a
director or employee before the Vesting of his Award in circumstances where he retains a
statutory right to return to work then he shall be treated as not having ceased to be such a
director or employee until such time (if at all) as he ceases to have such a right to return
to work while not acting as an employee or director.
	 
	11.	 	SHARES
	 
	11.1	 	Shares subscribed for under the Plan shall rank pari passu in all respects with Shares
then in issue except they will not rank for any rights attaching to the Shares by reference to
a record date preceding the date of issue.
	 
	11.2	 	If and for so long as Shares are admitted to the Official List of the UK Listing
Authority the Company (or any successor company) shall apply to the UK Listing Authority for a




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	 	 	listing and to the London Stock Exchange for permission to trade for any Shares issued
pursuant to the Plan as soon as practicable after the allotment thereof.
	 
	11.3	 	If and for so long as ADSs are traded on the New York Stock Exchange (“NYSE”) the
Company (or any successor company) shall apply to the NYSE for permission to trade for any
ADSs issued pursuant to the Plan as soon as practicable after the allotment thereof.
	 
	12.	 	RIGHTS ISSUES, CAPITALISATION ISSUES AND OTHER VARIATIONS OF CAPITAL
	 
	12.1	 	Whenever any rights to acquire New Shares are granted by a company to the holders of any
class of shares of which some are Plan Shares the Nominee shall notify each Participant of the
rights relating to his Plan Shares and he may give notice to the Nominee instructing him to do
one or more of the following:






	 	(a)	 	subject to the provision by him of any necessary funds, to take up or sell all
or any of the rights or allow them to lapse; and/or
	 
	 	(b)	 	to sell rights nil paid to the extent necessary to enable the Nominee to
subscribe in full for the balance of any unsold rights






	 	 	which instructions may be particular or of general application and relate to Plan Shares
appropriated before and after the date of the relevant rights issue.
	 
	12.2	 	The Nominee shall act upon any such notice received by him not less than five
Dealing Days before the expiry of the period allowed for the exercise of any such rights. If
any Participant has not prior to five Dealing Days before the expiry of the period allowed for
the exercise of any such rights, given notice to the Nominee instructing him to take action
with regard thereto and provided any funds necessary for the purpose, the Nominee shall allow
such rights to lapse. The Nominee shall deal with any Capital Receipt received in consequence
of the non-exercise or sale of any rights in accordance with Rule 18.1.
	 
	12.3	 	Any New Shares taken up by the Nominee on behalf of any Participant under
Rule 12.1(b) shall, subject to Rule 13, form part of the Participant’s Plan Shares and shall
be deemed to have been acquired on behalf of the Participant in the same way and at the same
time as the Participant’s Plan Shares to which they relate PROVIDED THAT this Rule 12.3 shall
not apply in relation to rights arising under a rights issue to subscribe shares in a company
unless similar rights are conferred in respect of all ordinary shares in the company.
	 
	12.4	 	Nothing in this Rule shall require the Nominee to act in any manner whereby he would
be involved in any liability unless indemnified to his satisfaction by the Participant against
such liability.
	 
	12.5	 	Where any New Shares are allotted by way of capitalisation to the Nominee in respect
of any Participant’s Plan Shares, such New Shares shall form part of that Participant’s Plan
Shares and shall be deemed to have been appropriated at the same time as the Participant’s
Plan Shares in respect of which they are allocated.




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	12.6	 	In the event of any variation of the share capital of the Company or a demerger,
special dividend or other similar event which affects the market price of shares to a material
extent, the Board may make such adjustments as it considers appropriate to the number of
Shares comprised in an Award or, where any Award has Vested but no Shares have been
transferred or allotted after such Vesting, the number of Shares which may be so transferred
or allotted.
	 
	13.	 	RECONSTRUCTION AND TAKEOVER
	 
	13.1	 	If there is a Reconstruction or Takeover affecting Plan Shares, the Participants shall
be notified of such event by the Nominee and any Participant may give notice to the Nominee
instructing him on the action to be taken (and, where appropriate, exercise any right to elect
to receive any particular form of consideration available thereunder) in respect of any of his
Plan Shares.
	 
	13.2	 	If there is a Reconstruction or Takeover affecting Plan Shares, the consideration
received thereunder shall (so far as it consists of cash or securities other than New Shares)
be treated as the proceeds of a disposal under Rule 18.1 and so far as it consists of New
Shares be held by the Nominee as Plan Shares subject to the Rules mutatis mutandis as if the
same were the Shares in respect of which they are issued, or which they otherwise represent.
	 
	13.3	 	If notices to acquire compulsorily any Plan Shares are issued under sections 979 to
985 of the Companies Act 2006 by another company for a consideration consisting of cash and/or
shares, the Participants concerned shall be entitled to receive notification thereof from the
Nominee as soon as practicable after receipt of such notice(s) by the Nominee and to give
notice of their instructions to the Nominee in relation to such consideration. The provisions
of Rules 13.1, 13.2 and 16 shall apply mutatis mutandis so far as relevant.
	 
	13.4	 	If any event occurs within any of Rules 13.1 to 13.3, then the Company shall
determine the treatment of any Free Shares and/or Matching Shares that have not yet Vested
from the following:-






	 	(a)	 	where the consideration under the event in question consists of cash or
securities other than New Shares, any such Awards will lapse to the extent that they
have not Vested at the time of the event in question; or
	 
	 	(b)	 	to the extent that the consideration consists of New Shares, then any such
Awards will continue to Vest on their existing terms, subject to the approval of the
Board; or
	 
	 	(c)	 	any Free Shares and/or Matching Shares will Vest on the date of such event but
only pro rata to the proportion of the Vesting Period that has elapsed since the Award
Date and the balance of such Free Shares and/or Matching Shares will thereupon
automatically lapse; or
	 
	 	(d)	 	any other treatment determined by the Board.




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	13.5	 	If an order is made for the winding up of the Company, then any Free Shares and/or
Matching Shares that have not yet Vested at that time shall thereupon automatically Vest.
	 
	14.	 	VOTING RIGHTS AND DIRECTIONS
	 
	14.1	 	A Participant may direct the Nominee to exercise any voting rights attaching to such
Participant’s Plan Shares in accordance with such Participant’s wishes. The Nominee shall not
be entitled to vote on a show of hands in respect of Plan Shares unless all directions
received from Participants in respect of the particular resolution are identical. The Nominee
shall not in any circumstances be under an obligation to call for a poll. If there is a poll
the Nominee shall vote only in accordance with the directions of Participants. The Nominee
shall not exercise voting rights in respect of Plan Shares in the absence of any such
directions. The Nominee may not vote in respect of Shares (if any) which have not been Awarded
pursuant to the Plan.
	 
	14.2	 	Subject to the specific provisions of Rule 12, the Nominee shall deal with any right
conferred in respect of any of those Shares to be allotted other shares, securities or rights
of any description only pursuant to a direction given by notice by or on behalf of the
Participant (or any person in whom the beneficial interest in that Participant’s Shares is for
the time being vested).
	 
	15.	 	SCRIP DIVIDENDS
	 
	15.1	 	Subject to Rule 7, this Rule 15 applies where the holders of any class of shares of
which some are Plan Shares are offered the right to elect to receive shares, credited as fully
paid in whole or in part, in lieu of a cash dividend. Within five Dealing Days or such other
period as the Nominee may decide before the closing of the offer, the Participant may:






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






	 	 	which instructions may be of particular or of general application and relate to Plan Shares
Awarded before and after the relevant date of the scrip dividend. If neither Rule 7.1(a) nor
Rule 7.1(b) applies the Nominee shall notify Participants of their right to elect for shares
or cash.
	 
	15.2	 	Any shares taken up by the Nominee on behalf of any Participant under this Rule
shall not form part of the Participant’s Plan Shares to which they relate and they shall
belong to the Participant, and the Nominee shall take all reasonable steps to procure that the
Shares so acquired are vested in the Participant without delay.
	 
	16.	 	FRACTIONAL ENTITLEMENTS
	 
	16.1	 	Where a company makes an offer or invitation conferring any rights upon its members
including the Nominee to acquire, against payment, additional securities in that company or
where that company allots any new securities by way of capitalisation, the Nominee shall
allocate such rights or securities amongst the Participants concerned on a proportionate basis
and, if such allocation shall give rise to a fraction of a security or a




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	 	 	transferable unit thereof (in this Rule a “unit”), shall round such allocation down to the
next whole unit and the Nominee shall aggregate the fractions not allocated and use his best
endeavours to sell any rights or units which are not allocated and distribute the net
proceeds of sale (after deducting therefrom any expenses of sale and any taxation which may
be payable in respect thereof) proportionately among the Participants whose allocation was
rounded down, provided that any sum of less than £3 otherwise distributable to a particular
Participant may be retained by the Nominee.
	 
	16.2	 	In any circumstances in which the Nominee receives New Shares which form part of a
Participant’s Plan Shares the Nominee shall allocate the New Shares to the Participant by
reference to the relative Award Dates of his Plan Shares to which they relate and, if any such
allocation should give rise to a fraction of a New Share, the Nominee shall round such
allocation up or down to the next whole unit as he in his discretion thinks fit.
	 
	17.	 	CIRCULARS AND NOTICES
	 
	 	 	The Company may provide or make available (or procure that the Company’s registrars may
provide or make available) to a Participant upon request copies of any notices, circulars
and other documents sent to shareholders of the Company.
	 
	18.	 	DISPOSALS AND PAYMENTS
	 
	18.1	 	Upon receipt of a sum of money being (or being part of) the proceeds of any disposal or
Capital Receipt in respect of any Plan Shares, the Nominee shall account as soon as reasonably
practicable to the Participant for any balance remaining in their hands and relating to such
Plan Shares by paying the same to the Participating Company or Subsidiary (if any) by which he
is employed, PROVIDED THAT any sum of less than £3 distributable to a particular Participant
may be retained by the Nominee
	 
	18.2	 	Any Participating Company or Subsidiary to which the Nominee pays or accounts for
any part of any such sum as is referred to in Rule 18.1 shall forthwith account to the
Participant for the balance remaining in its hands.
	 
	19.	 	AMENDMENT OF THE PLAN
	 
	19.1	 	Subject to clause 19.2, the Board shall at any time be entitled by resolution to amend
all or any of the provisions of the Plan.
	 
	19.2	 	Subject to clause 19.3, the provisions concerning eligibility, individual and
overall limits, the basis for determining a Participant’s entitlement to, and the terms of,
Shares or cash provided under the Plan, the adjustments that may be made in the event of any
variation of the share capital of the Company and the terms of this Rule 19.2 shall not be
amended to the advantage of existing or future Participants without the prior approval by
ordinary resolution of the members of the Company in general meeting.
	 
	19.3	 	Clause 19.2 shall not apply to any minor amendment to benefit the administration of
the Plan, to comply with or take account of the provisions of any proposed or existing
legislation, or to obtain or maintain favourable taxation, exchange control or regulatory
treatment of the Company, any Subsidiary or any Participant.




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	19.4	 	No amendment shall be made to the Plan which:






	 	(a)	 	would materially and adversely affect the beneficial interests of Participants
in Shares already Awarded to them under the Plan; or
	 
	 	(b)	 	would cause the Plan to cease to be an employees’ share scheme within the
meaning of section 1166 of the Companies Act 2006.






	20.	 	DISPUTES
	 
	 	 	The decision of the Board in any dispute or question arising from or relating to the
Plan shall be final and conclusive (and binding on all persons).
	 
	21.	 	NOTICES
	 
	21.1	 	The Nominee shall not be bound to act upon any notice given by or on behalf of a
Participant or any person in whom the beneficial interest in his Plan Shares is for the time
being vested pursuant to the Plan unless such notice is received by the Nominee in writing
signed by the relevant person PROVIDED THAT:






	 	(a)	 	“in writing” may include writing on or transmitted via the screen of a visual
display unit or other similar device, including facsimile, but only where such
electronic writing or transmission is lawful in the jurisdictions of the giver and
receiver of the notice; and
	 
	 	(b)	 	the Nominee or the Board as appropriate may specify from time to time that a
notification may be given by such alternative means as may be acceptable to the Nominee
or the Board.






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






	 	(a)	 	“in writing” may include writing on or transmitted via the screen of a visual
display unit or other similar device, including facsimile, but only where such
electronic writing or transmission is lawful in the jurisdictions of the giver and
receiver of the notice; and
	 
	 	(b)	 	the Nominee or the Board as appropriate may specify from time to time that a
notification may be given by such alternative means as may be acceptable to the Nominee
or the Board






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




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	22.	 	TERMS OF EMPLOYMENT
	 
	22.1	 	Nothing in the Plan shall in any way be construed as imposing upon a Participating
Company a contractual obligation as between that Participating Company and an employee to
contribute or to continue to contribute to the Plan.
	 
	22.2	 	In no circumstances shall any person who has ceased to be an employee of any member
of the Group by reason of dismissal or otherwise howsoever or who is under notice of
termination of his employment be entitled to claim as against any member of the Group or the
Nominee any compensation for or in respect of any consequential loss he may suffer by reason
of the operation of the terms of the Plan.
	 
	22.3	 	The issuing of an invitation to an Eligible Employee to participate in the Plan and
the grant of any Award under the Plan does not imply that any further invitations or grants
will be made nor that a Participant has any right to receive any such invitation or be granted
any further Awards in the future.
	 
	23.	 	THIRD PARTIES
	 
	23.1	 	No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to
enforce any term of the Plan.
	 
	24.	 	BENEFITS NOT PENSIONABLE
	 
	 	 	Benefits provided under the Plan shall not be pensionable.
	 
	25.	 	DATA PROTECTION
	 
	 	 	Each Participant consents to the collection, processing and transfer of his personal
data for any purpose relating to the operation of the Plan. This includes:






	 	(a)	 	providing personal data to member of the Group and any third party such as
trustees of any employee benefit trust, administrators of the Plan, registrars, brokers
and any of their respective agents;
	 
	 	(b)	 	processing of personal data by any such member of the Group or third party;
	 
	 	(c)	 	transferring personal data to a country outside the European Economic Area
(including a country which does not have data protection law equivalent to those
prevailing in the European Economic Area); and
	 
	 	(d)	 	providing personal data to potential purchasers of the Company, the
Participant’s employer or the business in which the Participant works.






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




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SCHEDULE 1 - ITALIAN SUB-PLAN





	1.	 	PURPOSE
	 
	 	 	The provisions of this Italian Sub-Plan shall prevail over those of the Plan insofar as
Awards are made to Italian Participants.
	 
	2.	 	DEFINITIONS
	 
	2.1	 	The words and expressions not specifically defined in this Italian Sub-Plan shall have
the meaning attributed to them in the Plan.
	 
	2.2	 	In this Italian Sub-Plan, the following words and expressions have the following
meanings:
	 
	 	 	“Holding Period” mean, in relation to an Award of Matching Shares made to an Italian
Participant, a period of at least three years starting on the day immediately after the end
of the Vesting Period during which the Italian Participant is a shareholder of the Company
but undertakes not to sell or otherwise dispose of his Matching Shares;
	 
	 	 	“Italian Participant” means an Eligible Employee who is tax resident in Italy and to whom an
Award has been granted.
	 
	3.	 	HOLDING PERIOD
	 
	3.1	 	The Board shall specify a Holding Period in respect of each Award of Matching Shares
granted to an Italian Participant. Such Holding Period shall be specified in the Partnership
Share Agreement PROVIDED THAT:






	 	(a)	 	the Board may specify different Holding Periods from time to time provided
that such Holding Period is at least three years;
	 
	 	(b)	 	unless otherwise determined by the Board, the Holding Period must be the same
for all Awards of Matching Shares granted to Italian Participants on a particular date;
	 
	 	(c)	 	unless otherwise specified by the Board, the Holding Period shall be three
years; and
	 
	 	(d)	 	if an Italian Participant dies, the Board may, in its absolute discretion,
allow his personal representatives to sell or otherwise dispose of his Matching Shares
before the end of the Holding Period.






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




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SCHEDULE 2 - US SUB-PLAN




SPECIAL SCHEDULE IN RELATION TO THE OPERATION OF THE PLAN

FOR PARTICIPANTS WHO ARE SUBJECT TO TAXATION IN THE UNITED

STATES OF AMERICA




	1.	 	This Special Schedule amends, modifies and supplements the Plan.
	 
	2.	 	The purpose of this Special Schedule is to ensure that Awards of RSUs made under the
Plan will comply with the short-term deferral exception under section 409A of Title 26 of the
United States Code (the “Internal Revenue Code”). Notwithstanding the foregoing, this Special
Schedule should also be interpreted and applied in a manner consistent with other legal
requirements under laws in relevant jurisdictions, including but not limited to applicable
securities laws.
	 
	3.	 	For the purposes of this Special Schedule, “US Participant” shall mean any individual
who is, or may become, a US taxpayer (including a US citizen, Green cardholder or any employee
who is resident in the US for tax purposes) prior to the grant of an Award under this Plan.
In the event that a Participant becomes a US taxpayer after the grant of an Award, such Award
is modified in a manner consistent with this Special Schedule.
	 
	4.	 	The provisions of this Special Schedule shall apply in relation to the operation of
the Plan for US Participants, notwithstanding any other provision of the Plan.
	 
	5.	 	Except to the extent expressly amended by this Special Schedule, the terms and
conditions of the Plan are hereby confirmed and shall remain in full force and effect.
	 
	6.	 	The Plan and this Special Schedule shall be read and be construed as one document and
this Special Schedule shall be considered to be part of the Plan and, without prejudice to the
generality of the foregoing, and where the context so allows, references in the Plan to “the
Plan”, howsoever expressed, shall be read and construed as references to the Plan as amended,
modified and supplemented by this Special Schedule.
	 
	7.	 	All terms and expressions used in this Special Schedule and which are defined or
construed in the Plan, but are not defined or construed in this Special Schedule, shall have
the same meaning and construction in this Special Schedule, unless the context otherwise
requires. Any reference in this Special Schedule to the Plan shall refer to the Plan as from
time to time amended, modified or supplemented, and any document which amends, modifies or
supplements the Plan.
	 
	8.	 	Subject to paragraph 9 below, when any RSU held by a US Participant Vests, the Shares
subject to the RSU in question shall be transferred to the US Participant within 60 days of
Vesting.
	 
	9.	 	To the extent that a transfer of Shares in accordance with paragraph 8 above would
contravene the Model Code contained in the United Kingdom Listing Authority Rules (the “Model
Code”), such transfer will take place as soon as administratively practicable following the
earliest date on which transfer would not contravene the Model Code and not later than thirty
days from this date.




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	10.	 	In the case of a US Participant ceasing to be a director or employee for any reason
other than those specified in Rule 10.1 (a), (c), (d), (e), (f) and (g), all of the US
Participants Shares held in the Plan and RSUs shall be forfeited.
	 
	11.	 	The Board may amend any of the provisions of this Special Schedule to take account of
a change in US legislation, in particular in relation to section 409A of the Internal Revenue
Code.
	 
	12.	 	Notwithstanding anything to the contrary in the Plan or this Special Schedule or
elsewhere, if a US Participant is a “specified employee” as determined pursuant to Section
409A of the Internal Revenue Code and regulations issued thereunder as of the date of such US
Participant’s “separation from service” (within the meaning of Section 409A of the Internal
Revenue Code and regulations issued thereunder) and any Award (other than Partnership Shares)
is determined to be “deferred compensation” (within the meaning of Section 409A of the
Internal Revenue Code and regulations issued thereunder) and is paid or settled upon such
separation from service, then any such payment or settlement shall only be paid or settled on
the first business day of the seventh calendar month following the month in which the US
Participant’s “separation from service” occurs.






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