Barclays
PLC S-8


 


	 	Exhibit 4.2
	 
	
     

     

    BARCLAYS PLC

     

	 	
     

    rULES OF THE

    bARCLAYS gROUP SHARE VALUE PLAN
	 
	 	 	 	 


 


Adopted by the Board Remuneration Committee
of Barclays PLC on 22 June 2021


Approved by shareholders of the Barclays PLC
on 5 May 2021


 




    	 



    	 



    

Contents


	Rule
	 	Page

	 	 	 
	1.	Definitions and Interpretation	1
	2.	Grant of Awards	3
	3.	Vesting of Awards	5
	4.	Consequences of Vesting	7
	5.	Limits	8
	6.	Vesting After Cessation of Employment	9
	7.	Take-over and Liquidation	10
	8.	Variations in the Share Capital of the Company	11
	9.	Administration of the Plan	11
	10.	Amendment of the Plan	12
	11.	Forfeitable Securities	12
	12.	Cash Alternative	12
	13.	General Provisions	13
	Schedule 1 – Special Provisions Schedule	15
	Schedule 2 – Cash Awards	19




    	 



    	 



    

       


		1.	Definitions and Interpretation



1.1              
In the Plan, unless the context otherwise requires:


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


“Award Date”
means in relation to an Award the date specified as such by the Committee in the Award Letter;


“Award Letter”
means a letter containing the information specified in Rule 2.2 in such form as may be prescribed from time to time by the Committee provided
to a Participant informing the Participant of the grant of an Award to him;


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


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


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


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


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


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


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


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


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


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


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


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




    	 	- 1 - 	 



    	 



    

       


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


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


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


“Involved in an
Investigation” means:


(a)       where
a current or former employee:


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



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



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



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



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


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


“Participant” means
an Eligible Employee who has been granted an Award or, where applicable, his personal representative;


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


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


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


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


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


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


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


“Shares” means ordinary
shares in the capital of the Company or such other class of shares as may represent the same as a result of any reorganisation, reconstruction
or other variation of the share capital of the Company to which the provisions of the Plan may apply from time to time provided that if
a corporate event described in Rule 7 occurs, references to “Shares” in Rules 3 to 7 inclusive shall include any consideration
received for any such shares under an Award which may otherwise have Vested;




    	 	- 2 - 	 



    	 



    

       


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


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


“Upfront Shares Award”
means a right to acquire Securities granted under the Plan subject to a holding period;


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


“Vest” means:


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



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



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



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



and “Vesting” shall
be construed accordingly;


“Vesting Date” means
such date as the Committee shall in its absolute discretion determine in relation to a Vesting Portion of an Award and, in the case of
an Upfront Shares Award, shall be the Award Date;


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


“Vesting Portion”
means such percentage of the Securities subject to an Award (rounded down to the nearest whole Security) as may Vest on or about any Vesting
Date as set out in the Award Letter.


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


		2.	Grant of Awards



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


		2.2	The Committee shall as soon as reasonably practicable on or after the Award
Date notify the Eligible Employee of the grant of the Award in writing in an Award Letter. The Award Letter shall specify (without limitation):



		(a)	the form of
the Award;




    	 	- 3 - 	 



    	 



    

       


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



		(c)	the
Award Date;



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


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



		(f)	details
of any applicable post Vesting holding period.



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


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


2.5              
The grant of any Award shall be subject to obtaining any approval or consent required under the United
Kingdom Listing Authority Listing Rules, any relevant securities dealing code of the Company, the City Code on Takeovers and Mergers and
any other relevant UK or overseas regulation or enactment. 


2.6              
An Award may be granted:


		(a)	in the 6 weeks beginning with:



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



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



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



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



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



but an Award may not be granted after
4 May 2031 (that is, the expiry of the period of 10 years beginning with the date on which the Plan is approved by the shareholders of
the Company).


2.7              
Any Award granted to a Participant is personal to him and shall not be capable of being transferred
or otherwise disposed of by a Participant. Any such Award shall lapse immediately if it is so transferred, purported to be transferred
or otherwise disposed of or if the Participant is adjudged bankrupt.


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


2.9              
An Award of Shares may be satisfied:


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



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



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





    	 	- 4 - 	 



    	 



    

       


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


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


		3.	Vesting of Awards



3.1              
Subject to the remainder of Rule 3 and Rules 6 and 7 and to the satisfaction of any Performance Condition
attaching to an Award, the relevant Vesting Portion of an Award (provided it is not a Provisional Allocation) and any Dividend Shares
(if applicable) shall Vest in accordance with Rule 4 on the Vesting Date. In the case of a Provisional Allocation, the Committee shall,
in its absolute discretion, determine whether the Vesting Portion shall Vest on the Vesting Date in accordance with Rule 4.


3.2              
Subject to Rules 3.3, 3.4, 3.6 and 6 and to the satisfaction of any Performance Condition attaching
to an Award, if on any Vesting Date the Participant is not an employee of the Group, the Grantor may in its absolute discretion and in
accordance with Rule 4 allow:


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



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



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



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



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



		(b)	in the absence of any determination by the Committee under Rule 3.3(a), the Vesting of any Vesting Portion
and/or Dividend Shares (if any) that may otherwise Vest (including any Securities not released as the result of the exercise of discretion
by the Committee under Rule 3.3(a)) shall be suspended until such time as the Committee lifts such suspension or exercises its discretion
under Rule 3.3(a) provided that to the extent that the Committee has not lifted such suspension or exercised its discretion under Rule
3.3(a) within 3 years from the date specified at the Award Date as the final Vesting Date of an Award which remains outstanding and in
respect of which Vesting of any Vesting Portion and/or Dividend Shares or Coupon Equivalent (if any) remains suspended under this Rule
3.3(b), all such Awards shall be forfeited and lapse in their entirety, unless the Committee, in exceptional circumstances, determines
otherwise.



3.4              
Notwithstanding any other provision of the Plan, and irrespective of whether any Performance Condition
attached to an Award has been satisfied, the Committee may, in its absolute discretion, determine that any Vesting Portion and/or Dividend
Shares or Coupon Equivalent (if any) may be reduced (to nil if appropriate) at any time at its discretion, including (but without limitation)
as a result of:




    	 	- 5 - 	 



    	 



    

       


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



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



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



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




		(e)	the Participant’s actions at any time whether before or during the Vesting Period having, in the
reasonable opinion of the Committee, following consultation with his Employer, amounted to misconduct or a material error;



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



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



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



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


3.5              
If a Participant relocates to another jurisdiction before his Award Vests and, as a result of the
relocation, the Participant or any member of the Group would be subject to additional tax or social security on the Vesting of the Award
or the Vesting of the Award in that other jurisdiction would be subject to any regulatory restriction, approval or consent, the Committee
may determine that the Award may:


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




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




3.6              
Notwithstanding any other provision of the Plan, and irrespective of whether any Performance Condition
attached to an Award has been satisfied, if, at the time that an Award is due to Vest, a Participant is Involved in an Investigation then
the Committee in its absolute discretion, following consultation with his Employer, may determine that any Vesting of any Vesting Portion
and/or Dividend Shares or Coupon Equivalent (if any) shall be suspended until such time as the Committee lifts such suspension and exercises
its discretion to allow the Award to Vest or otherwise reduces the Award (to nil, if appropriate) in accordance with Rule 3.4 provided
that if a Participant ceases to be employed by the Group in accordance with Rule 6.4 then the Award shall lapse in its entirety unless
the Committee, in exceptional circumstances, determines otherwise as permitted by Rule 6.4 and/or provided further that to the extent
that the Committee has not lifted such suspension or exercised its discretion under this Rule 3.6 within 5 years from the date of any
such suspension, then all such Awards shall be forfeited and lapse in their entirety, unless the Committee, in exceptional circumstances,
determines otherwise.




    	 	- 6 - 	 



    	 



    

       


		4.	Consequences of Vesting



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


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



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



		4.4	In the case of a Provisional Allocation, if the Committee determines that any Securities under an
Award shall Vest pursuant to Rules 3, 6 or 7, the Committee shall as soon as reasonably practicable on or around the relevant Vesting
Date transfer or procure the transfer to the Participant or his nominee account of the Vesting Portion in such form and manner as the
Committee shall from time to time prescribe in which case:



		(a)	the Committee shall inform the Participant of the release of Securities to him within 28 days of Vesting;
and



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



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



		(a)	if the Committee so requires, the Participant shall enter into an election to be made jointly with his
Employer pursuant to section 431 of the Income Tax (Earnings and Pensions) Act 2003 for the Securities to be treated as if they are not
restricted securities for the purposes of Chapter 2, Part 7, Income Tax (Earnings and Pensions) Act 2003;



		(b)	subject to Rule 4.6, the Participant shall pay in such manner as the Committee may from time to time prescribe
any such additional amount of which the Committee may notify the Participant in respect of any deduction on account of tax or similar
liabilities as may be required by law which may arise on the release of Securities to him; and



		(c)	the Vesting of the Award or exercise of the Option and the transfer of Securities after such Vesting or
exercise would be lawful in all relevant jurisdictions and in compliance with the United Kingdom Listing Authority Listing Rules, any
relevant securities dealing code of the Company, the City Code on Takeovers and Mergers and any other relevant UK or overseas regulation
or enactment.





    	 	- 7 - 	 



    	 



    

       


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




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



		5.	LimiTS



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




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




		5.3	For the purposes of Rules 5.1 and 5.2:




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



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



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



5.4              
For the purposes of Rule 5.3:


(a)       where:


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



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



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





    	 	- 8 - 	 



    	 



    

       


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



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


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



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


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


5.7              
No Shares may be issued or treasury Shares transferred to satisfy the Vesting of any Award or the
exercise of any Option to the extent that such issue or transfer would cause the number of Shares allocated (as defined in Rule 5.3 and
adjusted under Rule 5.4) to exceed the limits in Rules 5.1 and 5.2 except where there is a variation of share capital of the Company which
results in the number of Shares so allocated exceeding such limits solely by virtue of that variation.


		6.	Vesting After Cessation of Employment



6.1              
Subject to Rules 3.3, 3.4 and 3.6 and unless a Vesting Portion may Vest before its Vesting Date under
Rules 6.2, 6.3, 6.4 and 7, a Vesting Portion may not Vest before the relevant Vesting Date. Any Vesting Portion which does not Vest shall
lapse.


6.2              
Subject to Rules 3.3, 3.4, 3.6 and 6.4, if a Participant dies his Award (provided it is not a Provisional
Allocation) shall, unless the Committee decides otherwise in exceptional circumstances, Vest on the earlier of its applicable Vesting
Date and the date on which the Committee is notified of the death in accordance with Rule 4. In the case of a Provisional Allocation,
the Committee shall, in its absolute discretion, decide whether the Award should Vest.


		6.3	Subject to Rules 3.3, 3.4, 3.6 and 6.4, if a Participant ceases to be employed
by the Group by reason of:



		(a)	injury, disability or ill health;



		(b)	redundancy after the third anniversary of the Award Date;



		(c)	retirement with the agreement of his Employer;



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



		(e)	resignation after the third anniversary of the Award Date or, in the case of an executive director of
the Company, such other period as set out in the Company’s directors’ remuneration policy, as amended from time to time; or



		(f)	any other reason, and subject to any conditions as the Committee may, in its discretion, decide (provided,
in the case of an executive director of the Company, that any discretion is exercised in accordance with the Company’s directors’
remuneration policy, as amended from time to time),





    	 	- 9 - 	 



    	 



    

              


his Award (provided
it is not a Provisional Allocation) shall, unless the Committee decides otherwise in exceptional circumstances, Vest on the applicable
Vesting Date for each Vesting Portion as set out in the Award Letter and in accordance with Rule 4 provided that if a Participant ceases
to be employed by the Group before the Vesting Date of any Vesting Portion the Committee may allow such unvested Vesting Portions as the
Committee so decides to Vest on the date of such cessation. In the case of a Provisional Allocation, the Committee shall, in its absolute
discretion, decide whether each Vesting Portion should Vest (provided, in the case of an executive director of the Company, that any discretion
is exercised in accordance with the Company’s directors’ remuneration policy, as amended from time to time). Any Vesting Portion
which does not Vest shall lapse.


6.4              
If a Participant ceases to be employed by the Group due to resignation on or before the third anniversary
of the Award Date (or, in the case of an executive director of the Company, such other period as set out in the Company’s directors’
remuneration policy, as amended from time to time), dismissal for cause or gross misconduct or for any reason other than one of the events
specified in Rules 6.2 or 6.3, his Award shall lapse unless the Committee in its absolute discretion in exceptional circumstances determines
otherwise in which case the Committee may release to the Participant each Vesting Portion on or after the applicable Vesting Date for
each Vesting Portion as set out in the Award Letter and in accordance with Rule 4 provided that if a Participant ceases to be employed
by the Group before the Vesting Date for any Vesting Portion, the Committee may allow such unvested Vesting Portions as the Committee
so decides to Vest on the date of such cessation. Any Vesting Portion which does not Vest shall lapse.


		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 earlier of the day on which (i) the Participant gives notice of resignation or (ii) his
employment terminates, unless the Committee decides otherwise in its absolute discretion.



		7.	Take-over and Liquidation



		7.1	Rule 7.2 shall apply if:



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



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



		(ii)	a general offer to acquire all the Company’s ordinary shares (or such of those shares as are not
already owned by such person); or



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



7.2              
Subject to Rules 3.3, 3.4 and 3.6, the Committee shall have absolute discretion to determine whether:


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



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



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



7.3              
Subject to Rules 3.3, 3.4 and 3.6, if the Company gives notice of a general meeting to consider a
resolution for the voluntary winding up of the Company (the “resolution”) the Committee shall allow Awards to Vest
provided that any Vesting pursuant to this Rule 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 Committee allows Awards to Vest pursuant to this Rule 7.3, the Participant shall be
entitled to share in the assets of the Company with existing holders of the Securities in the same manner as if the Securities had been
registered in his name before the resolution was passed.




    	 	- 10 - 	 



    	 



    

       


		7.4	Subject to Rules 3.3, 3.4 and 3.6, if, in the opinion of the Committee,
the Company will be affected by any demerger, dividend in specie, special dividend or other transaction which will adversely affect the
current or future value of any Award, the Committee may depending on the form of the Award, acting fairly, reasonably and objectively,
allow all unvested Awards to Vest on such event happening.



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


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



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


		8.	Variations in the Share Capital of the Company



8.1              
In the event of any variation of the share capital of the Company or a demerger, special dividend
or other similar event which affects the market price of Securities to a material extent, the Committee may make such adjustment as it
considers appropriate to the number of Securities subject to any Award and, in the case of an Option over Securities and subject to Rule
8.2, the Option Price.


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



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


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


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


		9.	Administration of the Plan



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


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




    	 	- 11 - 	 



    	 



    

       


		10.	Amendment of the Plan



		10.1	Notwithstanding any other provision of the Plan but subject to Rule 10.2,
the Committee may at any time and from time to time in its absolute discretion and without notice modify or amend, in whole or in part,
any or all of the provisions of this Plan or suspend or terminate the Plan entirely, provided that no such modification or amendment may
be made that would materially adversely affect existing Awards, save in circumstances in which such amendment, modification, suspension
or termination is deemed necessary to ensure consistency with Barclays remuneration policy and / or practices (as amended from time to
time) or to ensure the Group’s compliance with prevailing legal and / or regulatory requirements, which for the avoidance of doubt,
includes any regulations or guidance published by a regulator from time to time.



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



(a)              
eligibility;


(b)              
the individual limits on participation;


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


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


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


(f)                
the terms of this Rule 10.2 


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


		11.	Forfeitable SECURITIES



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


		11.1	to have full beneficial ownership of the Securities; 



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



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



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



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



		12.	Cash Alternative



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





    	 	- 12 - 	 



    	 



    

       


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



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



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



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



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


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



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


		13.	General Provisions



13.1           
Terms of office or employment


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


13.2           
Tax and other similar liabilities


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




    	 	- 13 - 	 



    	 



    

       


13.3           
Notices


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


13.4           
Data Protection provisions


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


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


If UK law diverges from EU law, then
any references in the Rules to EU legislation will be interpreted as to the UK equivalent legislation, as in force from time to time.


		13.5	Severability of Provisions



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


		13.6	Third Parties



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


		13.7	Awards not Pensionable



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


		13.8	Resolution of disputes



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


(a)       the
number of arbitrators shall be one;


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


(c)       the
language to be used in arbitral proceedings shall be English.


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


13.9           
Governing Law


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




    	 	- 14 - 	 



    	 



    

       


SCHEDULE 1: SPECIAL PROVISIONS SCHEDULE


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


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


		A.	AWARDS FOR NEW JOINERS



For Eligible Employees who are New Joiners
and who are granted an Award under the Plan, the Rules are modified by deleting:


		(a)	Rule 6.3(e); and



		(b)	The words “on or before the third anniversary of the Award Date”
in Rule 6.4.



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


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



		1.	Brazil



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


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


		2.	France



The purpose of this French Schedule
is to make certain variations to the terms of the Plan in order to conform with articles L. 225-197-1 to L. 225-197-6 (as regards Awards)
of the French commercial code (Code de Commerce – the “French Commercial Code”) and various articles of the French
tax code (Code général des impôts), and the French social security code (Code de la sécurité sociale),
so that Awards made pursuant to the Plan, as amended by this French Schedule, may benefit from favourable tax and social security treatment
in France.


Conditional Awards granted to Participants
who are French residents shall be subject to the following provisions (the “French Schedule”), as applicable:


		2.1	Definitions



Words or phrases defined in the Rules
shall bear the same meaning in this French Schedule except as provided below.


The following definitions shall be modified
as follows:


		(a)	“Award” shall be amended to read:



““Award” means
a Conditional Award over free Shares”;




    	 	- 15 - 	 



    	 



    

       


		(b)	“Eligible
                                            Employee” shall be amended to read:



““Eligible Employee”
means any person who is an employee of any member of the Group and who is deemed to be eligible to participate by the Committee provided
that a person shall not be eligible to participate if he is an executive officer of the Company or a Subsidiary”;


		(c)	The following definition shall be added:



““Retention Period”
means the mandatory holding period of at least one year, starting from the Vesting Date, during which a Participant cannot dispose of
any Shares acquired on the Vesting of his/her vested Awards”;


		(d)	“Securities” shall be amended to read:



“Securities” means
Shares;


		(e)	“Subsidiary” shall be amended by adding the following
paragraph at the end of the definition:



“A French company will only be
deemed to be a Subsidiary if, in addition to the conditions set out above, it is a company in which the Company holds, directly or indirectly,
at least 10 per cent (10%) of the capital and/or voting rights”;


		(f)	“Vesting Date” for Eligible Employees resident in France
shall be amended to read:



““Vesting Date”
means such date as the Committee shall in its absolute discretion determine in relation to a Vesting Portion of an Award, provided that
no Vesting Portion may Vest earlier than (i) one year from the Award Date for an Award with a Retention Period or (ii) two years from
the Award Date for an Award without a Retention Period”


		(g)	No dividend equivalent payment shall be made in respect of Awards governed
by the terms of this French Schedule: 



All references to “Dividend Shares”,
“Coupon” or “Coupon Equivalent” shall be omitted for the purpose of this French Schedule.


		(h)	All Awards shall be Conditional Awards over free Shares and all references
to “Capital Instruments”, “Cash Awards”, “Forfeitable Awards”, “Forfeitable Securities”,
“Provisional Allocations” or “Options” shall be omitted for the purpose of this French Schedule; 



		2.2	GRANT OF AWARDS



Rule 2.2. (f) shall be inserted to read
as follows:


“(f) whether the Award is an Award
with a Retention Period or an Award without a Retention Period and, in the case of an Award with a Retention Period, the Retention Period
date(s)”.


		2.3	Vesting after cessation of employment 



		(a)	Rule 6.2 – Rule 6.2 shall be amended by adding the following sentence
at the end of the paragraph:



“In such event, the Retention Period
(if any) shall not apply and the Award shall be freely transferable by the Participant as from the Vesting Date.”.


		2.4	RESTRICTION ON SHARE TRANSFER 



Rule 7 Shall be inserted to read as follows:








    	 	- 16 - 	 



    	 



    

       


		(a)	“During the Retention Period (if any), a Participant shall not dispose
of any Shares acquired on the Vesting of his/her Award.”



		(b)	“Shares transferred to a Participant following the Vesting Date of
an Award shall not be transferred by a Participant: 



		i.	within the thirty calendar days following the date on which the semi-annual
or annual accounts of the Company are made public; and 



		ii.	who is an executive officer, or an employee having knowledge of privileged
information, within the meaning of Article 7 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April
2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Directives
2003/124/EC, 2003/125/EC and 2004/72/EC of the Commission, which has not been made public”.



		2.5	CASH ALTERNATIVE



Rule 12 – As provided for by Rule
12.2, Rule 12.1 shall not apply to Awards made under the French Schedule and all references to Rule 12.1 in the Rules shall be omitted
for the purpose of the Awards granted under this French Schedule.


		2.6	SCHEDULE 2: CASH AWARDS



All references to “Cash Awards”
shall be omitted for the purpose of this French Schedule.


		C.	UNITED STATES SPECIAL PROVISIONS1



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


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


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



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



		(c)	Rule 3.2 (b) shall not apply unless the payment delay described in Rule
3.2(b) is legally required under applicable law (within the meaning of US Treasury Regulation Section 1.409A-2(b)(7)(ii)) or the payment
would otherwise would jeopardize the Company’s ability to continue as a “going concern” (within the meaning of US Treasury
Regulation Section 1.409A-3(d)). 



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


 





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





    	 	- 17 - 	 



    	 



    

       


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



		(i)	Provisional Allocation or other Award that is exempt from Section 409A or any Dividend Shares or Coupon
Equivalents shall be made no later than 21⁄2 months following the end of the calendar year in which such Award or amount Vests; and



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



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



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



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



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



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




    	 	- 18 - 	 



    	 



    

       


SCHEDULE 2: CASH AWARDS


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


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



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



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



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



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



		(f)	For the purposes of this Schedule:



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



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



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



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



 



    	 	- 19 -