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(a) Awards under ESAS are granted in the form of provisional allocations over Barclays PLC ordinary shares which do not give
rise to any entitlement to these shares. Normally, the trustees will permit the executive to call for the shares from the end of the
third year from grant of an award by granting a right to acquire shares exercisable for two years. If the right is not exercised, the
trustees may at the end of the fifth year release all of the shares, including bonus shares equal to 30% of the basic award. If the
right is exercised, an executive may lose the opportunity of receiving one-third of the bonus shares. The number of shares
shown in the table includes the bonus shares.
(b) The trustees may release additional shares to participants which represent accumulated net dividends in respect of shares
under award. During 2000, the trustees released the following accumulated dividend shares: 1,231 shares to Sir Peter Middleton
and 494 shares to Mr Lendrum. These are not awarded as part of the original award and consequently are not included in the
figures in the Released column.
(c) The awards in respect of 2000 were made in February 2001. The shares awarded represent shares purchased by the trustees
after 7th February 2001 at £22.41 in respect of a recommendation by the Company for an award, including a maximum
potential 30% bonus shares, of £276,250 to Mr Barrett, £113,750 to Mr Lendrum and £113,750 to Mr Varley.
(d) No award was made under ESAS to Mr Stewart whose bonus for 2000 will be paid fully in cash, consistent with the practice
in Woolwich plc.
(e) Under the terms agreed with Mr Allvey in respect of the termination of his employment with the Group, the Group
will make a recommendation to the trustees that the trustees release to Mr Allvey the provisional allocation of shares under
his award including dividend shares (but excluding all bonus shares and their related dividend shares) in line with the normal
vesting timetables.
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