exv4w6






Exhibit 4.6




			
	 	 	 
	
	 	CLIFFORD CHANCE LLP






BARCLAYS PLC




 





RULES OF THE

BARCLAYS GROUP SHARE VALUE PLAN



 





Adopted by the Company on 12 March 2010



 









 





CONTENTS




	 	 	 	 	 
	Rule	 	Page
	1. Definitions and Interpretation
	 	 	1	 
	 
	 	 	 	 
	2. Grant of Awards
	 	 	3	 
	 
	 	 	 	 
	3. Release of Shares
	 	 	4	 
	 
	 	 	 	 
	4. Manner of release
	 	 	6	 
	 
	 	 	 	 
	5. Limitation on release
	 	 	7	 
	 
	 	 	 	 
	6. Release after cessation of employment
	 	 	7	 
	 
	 	 	 	 
	7. Take-over and Liquidation
	 	 	8	 
	 
	 	 	 	 
	8. Variations in the Share Capital of the Company
	 	 	9	 
	 
	 	 	 	 
	9. Administration of the Plan
	 	 	9	 
	 
	 	 	 	 
	10. Amendment of the Plan
	 	 	10	 
	 
	 	 	 	 
	11. General Provisions
	 	 	10	 






 









 






RULES OF THE BARCLAYS GROUP SHARE VALUE PLAN



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





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	In the Plan:
	 
	 	 	“Adoption Date” means 12 March 2010 being the date on which the Plan was adopted by the
Committee.
	 
	 	 	“Award” means a provisional allocation of Shares to be released on the Release Dates
applicable to the Award and “awarded” shall be construed accordingly.
	 
	 	 	“Award Date” means in relation to an Award the date specified as such by the Trustees
in the Award Letter.
	 
	 	 	“Award Letter” means a letter containing the information specified in Rule 2.2 in such
form as may be prescribed from time to time by the Trustees provided to a Participant
informing the Participant of the grant of an Award to him.
	 
	 	 	“Board” means the board of directors for the time being of the Company or a duly
appointed committee thereof.
	 
	 	 	“Committee” means the remuneration committee for the time being of the Board (or a duly
authorised committee thereof or person or persons duly authorised by the remuneration
committee to exercise any of its powers or duties under the Plan) empowered to act on behalf
of the Company for all purposes in connection with the Plan or, if there is no such
committee in existence at the relevant time, the Board, save that, should any person obtain
Control of the Company, the Committee shall mean the members of the Committee immediately
before such Control is obtained.
	 
	 	 	“Company” means Barclays PLC (registered no. 48839).
	 
	 	 	“Control” means control of a company within the meaning of section 995 of the Income
Tax Act 2007 and a person shall be deemed to have control of a company if he and others
acting in concert with him have together obtained control of a company within such meaning.
	 
	 	 	“Dividend Shares” means a number of Shares equal to the value of dividends paid on the
Shares subject to an Award over all or any part of the Vesting Period and which may be added
to a Releasable Portion on a Release Date as determined by the Trustees.
	 
	 	 	“Eligible Employee” means any person who is an employee or former employee of any
member of the Group and is deemed to be eligible to participate by the Committee PROVIDED
THAT a person shall not be eligible to participate in the Plan if he is a director of the
Company or any Award granted to him (or Shares released to him) would be regarded as granted
(or released) in respect of Qualifying Services.




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	 	 	“Employer” means the employing company of an Eligible Employee or a Participant, as the
context so requires.
	 
	 	 	“Group” means the Company and all of its Subsidiaries and the expression “member of the
Group” shall be construed accordingly.
	 
	 	 	“Participant” means an Eligible Employee who has been granted an Award or, where applicable,
his personal representative.
	 
	 	 	“Participating Companies” means the Company and other members of the Group which have been
nominated by the Committee to participate in the Plan.
	 
	 	 	“Performance Condition” means a condition related to performance which is specified by
the Trustees under Rule 2.2.
	 
	 	 	“Plan” means the Barclays Group Share Value Plan as constituted by these rules and as
amended from time to time in accordance with the provisions hereof.
	 
	 	 	“Qualifying Services” means, in relation to any person, his services as a director of
the Company and his services at any time while he is a director of the Company:






	 	(a)	 	as a director of an undertaking that is a subsidiary undertaking of the
Company at that time;
	 
	 	(b)	 	as a director of any other undertaking of which he is a director by virtue of
the Company’s nomination (direct or indirect); or
	 
	 	(c)	 	otherwise in connection with the management of the affairs of the Company or
any such subsidiary undertaking or any such other undertaking.






	 	 	“Releasable Portion” means such percentage of the Shares subject to an Award (rounded
down to the nearest whole Share) as the Trustees shall in their absolute discretion
determine may be released on or about any Release Date as set out in the Award Letter.
	 
	 	 	“Release Date” means such date as the Trustees shall in their absolute discretion
determine in relation to a Releasable Portion of an Award as set out in the Award Letter.
	 
	 	 	“Shares” means ordinary shares in the capital of the Company or such other class of
shares as may represent the same as a result of any reorganisation, reconstruction or other
variation of the share capital of the Company to which the provisions of the Plan may apply
from time to time PROVIDED THAT if such shares under an Award are to be released at any time
when the Trustees do not hold such shares in the Company as a result of a corporate event
described in Rule 7, references to “Shares” in Rules 3 to 7 inclusive shall include any
consideration received by the Trustees for any such shares under an Award which may
otherwise have been released.
	 
	 	 	“Special Provisions Schedule” means the schedule to the Plan containing provisions
applicable to Awards granted to Eligible Employees in territories specified in the schedule.
	 
	 	 	“Subsidiary” means any company which is a subsidiary of the Company within the meaning of
section 1159 of the Companies Act 2006.




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	 	 	“Trust” means the Barclays Group (PSP) Employees’ Benefit Trust established by the
Trust Deed.
	 
	 	 	“Trust Deed” means the trust deed made between Barclays Bank PLC (1) and Mourant & Co
Trustees Limited (2) on 5 August 1996 as amended from time to time (and of which Appleby
Trust (Jersey) Limited is the current trustee).
	 
	 	 	“Trustees” means the trustee or trustees for the time being of the Trust.
	 
	 	 	“Vesting Period” means the period from the Award Date to the final Release Date specified in
the Award Letter.
	 
	1.2	 	Any reference in the Plan to a statutory provision shall include a reference to that
provision as amended or re-enacted from time to time. Where the context permits the singular
shall include the plural and vice versa and the masculine gender shall include the feminine.
	 
	2.	 	GRANT OF AWARDS
	 
	2.1	 	Subject to the limitations specified in this Rule 2, the Trustees may in their
absolute discretion, having first consulted with the Committee, grant any Eligible Employee an
Award in accordance with the rules of the Plan and if relevant modified by the Special
Provisions Schedule and on such additional terms as the Trustees may specify at the time of
grant. For the avoidance of doubt, an Award may not be granted to a person who is not an
Eligible Employee.
	 
	2.2	 	The Trustees shall as soon as reasonably practicable on or after the Award Date
notify the Eligible Employee of the grant of the Award in writing in an Award Letter. The
Award Letter shall specify:






	 	(a)	 	the number of Shares in respect of which the Award is granted or the formula
by which such number may be found;
	 
	 	(b)	 	the Award Date;
	 
	 	(c)	 	whether the Award is subject to any Performance Condition(s); and
	 
	 	(d)	 	details of the applicable Release Date(s) and Releasable Portion(s).






	2.3	 	The number of Shares in respect of which an Award is to be granted shall be
calculated by the Trustees after consultation with the Committee about the method to be used.
	 
	2.4	 	The grant of an Award shall not in any circumstances whatsoever:






	 	(a)	 	constitute the acquisition by a Participant of an interest in the Shares
awarded to him, or the acquisition of a right to acquire the Shares awarded to him; or
	 
	 	(b)	 	entitle a Participant to claim any interest in the Trust Fund or to compel the
Trustees to pay or apply any of the capital or income comprised in the Trust Fund to or
for the benefit of a Participant.






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




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	2.6	 	The grant of any Award shall be subject to obtaining any approval or consent required
under the United Kingdom Listing Authority Listing Rules, any relevant share dealing code of
the Company, the City Code on Takeovers and Mergers and any other relevant UK or overseas
regulation or enactment.
	 
	2.7	 	Awards may be granted at any time when the Company is not subject to any restrictions
on the granting of Awards.
	 
	2.8	 	Any Award granted to a Participant is personal to him and shall not be capable of
being transferred or otherwise disposed of by a Participant. Any such Award shall lapse
immediately if it is so transferred or otherwise disposed of or if the Participant is adjudged
bankrupt.
	 
	2.9	 	Until their release on or about the Release Date, a Participant shall have no
interest in the Shares subject to his Award. A Participant shall not be entitled to any
dividends or other distributions made in respect of the Shares awarded to him. A Participant
shall have no right to vote in respect of the Shares subject to his Award, unless and until
Shares under his Award are released to him.
	 
	2.10	 	An Award shall only be granted in respect of existing issued Shares purchased or
acquired by the Trustees on or off market. No new Shares may be issued or treasury Shares
transferred under the Plan without the prior approval of the Company’s shareholders in general
meeting.
	 
	3.	 	RELEASE OF SHARES
	 
	3.1	 	Subject to the remainder of Rule 3 and Rules 6 and 7 and to the satisfaction of any
Performance Condition attaching to an Award, the Trustees may in their absolute discretion
release to the Participant in accordance with Rule 4 the relevant Releasable Portion and any
Dividend Shares (if applicable) available for release on or as soon as reasonably practicable
after the relevant Release Date.
	 
	3.2	 	Subject to Rules 3.3, 3.4 and 3.5 and 6 and to the satisfaction of any Performance
Condition attaching to an Award, if the Trustees determine on any Release Date that the
Participant is not an employee of the Group, the Trustees may in their absolute discretion
release to the Participant in accordance with Rule 4:






	 	(a)	 	the relevant Releasable Portion and any Dividend Shares (if applicable)
available for release on or after the Release Date; or
	 
	 	(b)	 	a lower number of such Shares; or
	 
	 	(c)	 	no Shares at all.






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






	 	(a)	 	the date that is 21/2 months from the end of the Participant’s first taxable
year in which the Trustees determine in their absolute discretion to release Shares
under an Award to the Participant;




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	 	(b)	 	the date that is 21/2 months from the end of the Company’s first taxable year in
which the Trustees determine in their absolute discretion to release Shares under an
Award to a Participant.






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






	 	(a)	 	the Trustees may at their absolute discretion determine that any Releasable
Portion and/or Dividend Shares (if any) that the Trustees may otherwise have determined
would be released may be limited, reduced and/or made subject to any other condition as
the Trustees consider at their absolute discretion appropriate; and
	 
	 	(b)	 	in the absence of any determination by the Trustees under Rule 3.4(a), the
release of any Releasable Portion and/or Dividend Shares (if any) that the Committee
may otherwise have determined would be released (including any Shares not released as
the result of the exercise of discretion by the Trustees under Rule 3.4 (a)) shall be
suspended until such time as the Trustees lift such suspension or exercise their
discretion under Rule 3.4(a) PROVIDED THAT to the extent that the Trustees have not
lifted such suspension or exercised their discretion under Rule 3.4(a) within 3 years
from the date specified at the Award Date as the final Release Date of an Award which
remains outstanding and in respect of which release of any Releasable Portion and/or
Dividend Shares (if any) remains suspended under this Rule 3.4(b), all such Awards
shall be forfeited and lapse in their entirety, unless the Trustees, in exceptional
circumstances, determine otherwise.
	 
	 	 	 	The Trustees must notify each Participant affected by its determination when the
determination applies and when the determination is no longer in force.






	3.5	 	Notwithstanding any other provision of the Plan, and irrespective of whether a Performance
Condition is attached to an Award and whether or not any such Performance Condition may have
been satisfied, the Trustees may, having first consulted with the Committee, in their absolute
discretion determine that any Releasable Portion and/or Dividend Shares (if any) may be
reduced (to nil if appropriate) as a result of:






	 	(a)	 	the Group or of any Subsidiary’s financial statements having been materially
restated at any time during the Vesting Period other than restatement due to a change
in accounting policy or to rectify a minor error;
	 
	 	(b)	 	the Participant having, in the reasonable opinion of the Committee, following
consultation with the relevant Employer, deliberately misled the management of the
Company, the market and/or the Company’s shareholders regarding the financial
performance of the Group or of any Subsidiary at any time during the Vesting period;




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






	4.	 	MANNER OF RELEASE
	 
	4.1	 	If the Trustees determine that any Shares under an Award shall be released to a
Participant pursuant to Rules 3, 6 or 7, the Trustees shall as soon as reasonably practicable
after the relevant Release Date release to a Participant the Releasable Portion determined in
accordance with Rules 3, 6, and 7 in such form and manner as the Trustees shall from time to
time prescribe in which case:






	 	(a)	 	the Trustees shall inform the Participant of the release of Shares to him
within 28 days of such release; and
	 
	 	(b)	 	the Participant shall from the date of such determination become beneficially
entitled to such Shares and shall have the right to receive all dividends paid to the
Trustees on such Shares on or after their release (net of any tax payable on such
dividends by the Trustees) and the right to direct the Trustees as to voting in respect
of such Shares and the Trustees shall vote in accordance with any such instructions.






	 	 	PROVIDED THAT:






	 	(a)	 	if the Trustees so require, the Participant shall enter into an election to be
made jointly with his Employing Company pursuant to section 431 of the Income Tax
(Earnings and Pensions) Act 2003 for the Shares to be treated as if they are not
restricted securities for the purposes of Chapter 2, Part 7, Income Tax (Earnings and
Pensions) Act 2003;
	 
	 	(b)	 	subject to Rule 4.2, the Participant shall pay in such manner as the Trustees
may from time to time prescribe any such additional amount of which the Trustees may
notify the Participant in respect of any deduction on account of tax or similar
liabilities as may be required by law which may arise on the release of Shares to him;
and
	 
	 	(c)	 	any Shares which are not so released shall cease to be available for release.




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	4.2	 	The Trustees may sell, or procure the sale of, such number of Shares which have been
released to a Participant to meet any obligation of the Trustees, any member of the Group or
any other person to deduct tax or employee’s social security contributions or other tax
withholding which may be required by law in any jurisdiction or which the Trustees and/or the
Employer reasonably considers to be necessary or desirable in respect of the release of Shares
under his Award to the Participant.
	 
	4.3	 	The Trustees shall within 28 days after the date of the release of Shares to a
Participant transfer or procure the transfer of the appropriate number of Shares to the
Participant (or to his nominee at the Participant’s written direction.
	 
	5.	 	LIMITATION ON RELEASE
	 
	 	 	Subject to Rules 3, 6 and 7, Shares under Award may be released to a Participant who has
ceased to be an Eligible Employee.
	 
	6.	 	RELEASE AFTER CESSATION OF EMPLOYMENT
	 
	6.1	 	Subject to Rules 3.3, 3.4 and 3.5 and unless a Releasable Portion may be released
before its Release Date under Rules 6.2, 6.3, 6.4 and 7, a Releasable Portion may only be
released on or as soon as reasonably practicable after its Release Date. Any Releasable
Portion which is not so released shall lapse.
	 
	6.2	 	Subject to Rules 3.3, 3.4 and 3.5, if a Participant dies the Trustees may, having
first consulted with the Committee, release to the Participant’s personal representatives, his
wife (or her husband), children under the age of 18 or step children under the age of 18
unreleased Releasable Portions as soon as reasonably practicable after the Participant’s death
in accordance with Rule 4. Any Releasable Portion which is not so released shall lapse.
	 
	6.3	 	Subject to Rules 3.3, 3.4 and 3,5, if a Participant ceases to be employed by the
Group by reason of:






	 	(a)	 	injury;
	 
	 	(b)	 	disability;
	 
	 	(c)	 	ill health;
	 
	 	(d)	 	redundancy;
	 
	 	(e)	 	retirement with the agreement of his Employer;
	 
	 	(f)	 	the company by which he is employed ceasing to be a member of the Group;
	 
	 	(g)	 	the undertaking in which he is employed being transferred to a transferee
which is not a member of the Group;
	 
	 	(h)	 	his Employer terminating his employment, other than in circumstances which, in
the reasonable opinion of the Committee, amount to gross misconduct or dismissal for
cause




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






	6.4	 	Subject to Rules 3.3, 3.4 and 3.5, if a Participant ceases to be employed by the
Group due to resignation, dismissal for cause or gross misconduct or for any reason other than
one of the events specified in Rules 6.2 or 6.3, his Award shall lapse unless the Trustees in
their absolute discretion in exceptional circumstances, having first consulted with the
Committee, determine otherwise in which case the Trustees may release to the Participant each
unreleased Releasable Portion on or after the Release Date(s) for those Releasable Portions as
set out in the Award Letter and in accordance with Rule 4 PROVIDED THAT if a Participant
ceases to be employed by the Group before the Release Date for any Releasable Portion, the
Trustees may in their absolute discretion, having first consulted with the Committee, release
any Releasable Portions to the Participant as soon as reasonably practicable after the date of
such cessation. Any Releasable Portion which is not so released shall lapse.
	 
	6.5	 	For the purposes of this Rule 6, a Participant shall be deemed to have ceased to be
employed by a member of the Group on the day on which his employment terminates, unless the
Trustees, having first consulted with the Committee, decide otherwise in their absolute
discretion.
	 
	7.	 	TAKE-OVER AND LIQUIDATION
	 
	7.1	 	Rule (b) shall apply:






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






	 	(i)	 	a general offer to acquire the whole of the issued share capital of
the Company (other than that which is already owned by such person) made on a
condition such that if it is satisfied the person making the offer will have
Control of the Company; or
	 
	 	(ii)	 	a general offer to acquire all the Company’s ordinary shares (or such
of those shares as are not already owned by such person); or






	 	(b)	 	if under section 899 of the Companies Act 2006 the Court sanctions a
compromise or arrangement between the Company and its creditors or its members which,
if it becomes effective, will result in a person obtaining Control of the Company.






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






	 	(a)	 	any Performance Condition should be waived or deemed to be satisfied; and/or
	 
	 	(b)	 	any Releasable Portions should be released to Participants early; and/or






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






	7.3	 	Subject to Rules 3.3, 3.4 and 3.5, if the Company gives notice of a general meeting
to consider a resolution for the voluntary winding up of the Company (the “resolution”) the
Trustees shall release all unreleased Releasable Portions to the Participant PROVIDED THAT any
release pursuant to this Rule 7.3 shall be conditional upon the resolution being duly passed.
If the resolution is defeated or withdrawn, the Award shall be unaffected. If the Trustees
release Shares to a Participant pursuant to this Rule 7.3, he shall be entitled to share in
the assets of the Company with existing holders of the Shares in the same manner as if the
Shares had been registered in his name before the resolution was passed.
	 
	7.4	 	Subject to Rules 3.3, 3.4 and 3.5, if, in the opinion of the Trustees, the Company
will be affected by any demerger, dividend in specie, special dividend or other transaction
which will adversely affect the current or future value of any Award, the Trustees may
depending on the form of the Award, acting fairly, reasonably and objectively, release all
unreleased Releasable Portions to Participants on such event happening.
	 
	7.5	 	On the commencement of any liquidation of the Company (subject to Rule 7.3 and
otherwise than in connection with a compromise or arrangement as referred to in paragraph (b)
of Rule 7.1) the Award shall lapse.
	 
	8.	 	VARIATIONS IN THE SHARE CAPITAL OF THE COMPANY
	 
	8.1	 	In the event of any increase or variation of the share capital of the Company
(whenever effected) by way of capitalisation, rights issue, sub-division, consolidation or
reduction of capital or any other method, the Trustees may make such adjustment as they
consider appropriate to the number of Shares subject to any Award.
	 
	8.2	 	The Trustees shall give notice in writing to a Participant of any adjustment made
pursuant to Rule 8.1 as soon as practicable following the making of such adjustment. The
Trustees shall be entitled to call in the deed evidencing the grant of an Award affected by
such adjustment for endorsement or replacement as they may consider appropriate.
	 
	9.	 	ADMINISTRATION OF THE Plan
	 
	9.1	 	The Plan shall be administered by the Trustees whose decision on any matter connected
with the Plan shall be final and binding.
	 
	9.2	 	The Trustees shall determine any dispute about the rights and obligations of any
person under the Plan or any question concerning the construction or interpretation or effect
of the Plan or any other question in connection with the Plan and its determination shall be
final, binding and conclusive on all persons.
	 
	9.3	 	The Committee may from time to time make recommendations to the Trustees with regard
to the making of Awards, the choice of Participants, Performance Conditions, Release Dates or
Releasable Portions. The Trustees shall consider all such recommendations but shall not be
bound to follow such recommendations nor shall the Trustees be required to give reasons for
any refusal to follow them.




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	10.	 	AMENDMENT OF THE PLAN
	 
	10.1	 	Notwithstanding any other provision of the Plan, the Trustees may, having first
consulted with the Committee, at any time and from time to time in their absolute discretion
and without notice modify or amend, in whole or in part, any or all of the provisions of this
Plan or suspend or terminate the Plan entirely, provided that no such modification or
amendment may be made that would materially adversely affect existing Awards in particular in
respect of Release Dates, Releasable Portions and Performance Conditions.
	 
	10.2	 	The Trustees shall notify Participants as soon as reasonably practicable if the
Plan is amended or terminated.
	 
	11.	 	GENERAL PROVISIONS
	 
	11.1	 	Terms of office or employment
	 
	 	 	The rights and obligations of any Participant under the terms of his office or employment
with any member of the Group shall not be affected by his participation in the Plan or any
right which he may have to participate in it. Participants shall waive any and all rights
to compensation or damages in consequence of the termination of the office of employment for
any reason whatsoever (and regardless of whether such termination is lawful or unlawful)
insofar as such rights arise or may arise from his ceasing to have rights under the Plan as
a result of such termination. Participation in the Plan shall not confer a right to
continued employment upon any individual who participates in it. The grant of any Award
under the Plan does not imply that any further Award will be granted nor that a Participant
has any right to receive any further Award. The terms of the Plan are separate from and do
not form a term of or any part of or create any obligations or rights pursuant to an
individual’s contract of employment
	 
	11.2	 	Tax and other similar liabilities
	 
	 	 	Any liability of a Participant to taxation or social security contributions or similar
liabilities in respect of an Award shall be for the account of the relevant Participant.
The Trustees may make an Award and the release of Shares under it conditional on the
Participant complying with arrangements specified by the Trustees for the payment of any
taxation, employee’s social security contributions or employer’s social security obligations
(including, without limitation, the deduction of taxation at source).
	 
	11.3	 	Notices
	 
	 	 	Any notice or other communication under or in connection with the Plan may be given by
personal delivery, electronically or by sending the same by post in the case of a company to
its registered office, in the case of the Trustees, to their registered office and in the
case of an individual to his last known address, or, where he is a director or employee of
any member of the Group, either to his last known address or to the address of the place of
business at which he performs the whole or substantially the whole of the duties of his
office or employment. Where a notice or other communication is given by first-class post,
it shall be deemed to have been received 48 hours after it was put into the post properly
addressed and stamped.




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	11.4	 	Data Protection provisions






	 	(a)	 	The Company and the Trustees will store and process information about a
Participant on their computers and in other ways. By “information about a Participant”
the Company and the Trustees mean personal information they have obtained from the
Participant, the Employer and any other Group companies or other organisations in
anticipation of a Participant’s participation in the Plan and during the term of the
Plan.
	 
	 	(b)	 	The Company and the Trustees will use information about a Participant to
manage and administer the Plan, give the Participant information about the Plan and his
Award, to develop and improve their services to the Participant and other customers and
to protect their interests. The Trustees agree to apply the same levels of protection
to information about a Participant as the Company is required to in the UK.
	 
	 	(c)	 	The Company and the Trustees may give information about a Participant and his
participation in the Plan to the following:






	 	(i)	 	a Participant’s Employer and it agents or service providers where
disclosure is necessary to enable the Company or the Trustees to discharge
their duties and obligations in the management and administration of the Plan
(including any disclosure of information as may be necessary to enable the
Employer to comply with the requirements of any relevant tax, social security
or other governmental authority). (For the purposes of this Rule “Employer”
includes any company or other entity of the Group who may become the
Participant’s employer during the term of the Plan and any other company or
entity which has a duty to comply with any requirements imposed any relevant
tax, social security or other governmental authority in connection with his
participation in the Plan.)
	 
	 	(ii)	 	people who provide a service to the Company or the Trustees or are
acting as their agents on the understanding that they will keep the information
confidential.
	 
	 	(iii)	 	anyone to whom the Company or the Trustees transfer or may transfer
their rights and duties under the Plan.
	 
	 	(iv)	 	where the Company or the Trustees have a duty to do so or if the law
allows the Company or the Trustees to do so (including any relevant tax, social
security or other governmental authority)






	 	 	 	Otherwise the Company and the Trustees will keep information about a Participant
confidential.






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




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	11.5	 	Severability of Provisions
	 
	 	 	If any provision in this Plan is for any reason held by any Court or other competent
authority of any jurisdiction to be illegal, invalid or unenforceable in whole or in part,
the remaining provisions of this Plan shall continue to be valid and, if appropriate, the
affected provision and the legality, validity or enforceability of such provision in any
other jurisdiction shall be unaffected.
	 
	11.6	 	Third Parties
	 
	 	 	No third party has any right under the Contracts (Rights of Third Parties) Act 1999 to
enforce any term of the Plan.
	 
	11.7	 	Awards not Pensionable
	 
	 	 	Awards, Shares and any other benefits provided under the Plan shall not be pensionable.
	 
	11.8	 	Governing Law
	 
	 	 	This Plan shall be construed, administered and governed in all respects under and by the law
of England and Wales and the Courts of England and Wales have exclusive jurisdiction to hear
any dispute.





SPECIAL PROVISIONS SCHEDULE



Schedule to the Rules of the Barclays Group Share Value Plan




	 	 	The Special Provisions Schedule takes effect as if the Rule of the Plan were set out in it
incorporating the following modifications:
	 
	1.	 	Brazil
	 
	 	 	For Eligible Employees resident in Brazil, the rules of the Plan are modified by the deletion of
the definition of “Award” in Rule 1 of the Rules and its replacement with the following:
	 
	 	 	“Award” means a provisional allocation of Shares to be released on the Release Dates applicable
to the Award or an option to acquire Shares for no payment which shall become exercisable in
respect of each Releasable Portion on its applicable Release Date for a period of 90 days
following which any unexercised Release Portion shall lapse.”




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	2.	 	Spain
	 
	 	 	For Eligible Employees resident in Spain, the rules of the Plan are modified so that Rule 6.3(h)
shall not apply.
	 
	3.	 	Zambia
	 
	 	 	For Eligible Employees resident in Zambia, Rule 6 is modified by the addition of the following
new Rule 6.6:
	 
	 	 	“6.6 The Zambian Apportionment Act 1870 does not apply to any Award granted under the Plan”.
	 
	4.	 	UK
	 
	 	 	For Eligible Employees resident in the UK, Rule 3 is modified by the addition of the following
new Rules 3.6, 3.7 and 3.8:






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






	 	(a)	 	transfer Shares into a retirement benefits scheme for his benefit; and/or
	 
	 	(b)	 	procure that another person (whether the Company or another person) transfers
Shares to or procures the acquisition of Shares by such a retirement benefits
scheme as mentioned in (a) above.






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






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