Corporate Governance

	Closed Group incentive schemes
	In addition, executive Directors and Andrew Large continue to have interests under PSP, ESOS and the Woolwich plc 1998 Executive Share Option Plan (The Woolwich ESOP) (as indicated in the table below). No further awards will be made under these schemes. Under PSP, executives were awarded a right to acquire shares, the number of which is determined by the Company’s relative TSR performance against a FT-SE 100 index comparator group of companies. Under ESOS, market value options granted to executives are exercisable only if the growth in earnings per share of the Company over a three year period is, at least, equal to the percentage increase in the UK Retail Prices Index plus 6%, over the same period. The performance targets for the 1997 and 1998 ESOS grants have been met.
	Directors: shares under option or awarded under closed Group incentive schemes ( a )

							Weighted
		Number at	During the year			Number at	Exercise	average	Date from	Latest
		1st January				31st December	price per	exercise	which	expiry
		2000	Granted	Exercised	Lapsed	2000	share	price	exercisable	date
							£	£
	MW Barrett (b)
	ESOS	191,657	-	-	-	191,657	17.74	-	04/10/02	03/10/09
	PSP	47,914	-	-	-	47,914	N/A	-	04/10/02	03/10/09
	CJ Lendrum
	ESOS	15,000	-	-	-	15,000	5.50	-	30/08/98	29/08/05
	PSP (c)	32,757	-	(6,444)	(1,442)	24,871	N/A	17.17	12/08/01	05/09/09
	JM Stewart (d)
		–	17,355	-	-	17,355	15.42	-	28/04/01	28/04/08
		–	17,529	-	-	17,529	16.90	-	25/03/02	24/03/09
		–	64,203	-	-	64,203	15.38	-	14/12/02	13/12/09
		–	34,926	-	-	34,926	13.17	-	17/02/03	16/02/10
	JS Varley
	PSP (c)	45,132	-	(18,819)	(1,442)	24,871	N/A	17.89	12/08/01	05/09/09
	Sir Andrew Large
	PSP (e)	11,201	-	-	-	11,201	N/A	-	12/08/01	11/08/08
	Former Directors
	DP Allvey (f )
	ESOS	13,328	-	-	-	13,328	17.82	-	06/09/02	06/03/03
	PSP	26,566	-	-	26,566	-	N/A	-	06/09/02	06/09/03

Notes (a) The register of Directors’ Interests which shows full details of Directors’ current share awards and options, is available for inspection at the Group’s head office in London. (b) The independent trustee of the Barclays Group (PSP and ESOS) employees’ benefit trust granted Mr Barrett a share award in 1999 comprising (i) an option on similar terms to options granted under ESOS and (ii) an award on similar terms to awards granted under PSP. For convenience these are described as granted under ESOS and PSP in the above table. (c) In accordance with the rules of PSP, a proportion of Mr Lendrum’s and Mr Varley’s 1997 awards lapsed as the performance conditions were not fully satisfied. Under PSP, a participant pays £1 to exercise an award, irrespective of the number of shares involved. (d) Under The Woolwich ESOP, Mr Stewart held an option over Woolwich plc shares. This was rolled over into a new option over Barclays PLC shares under the terms of The Woolwich ESOP in accordance with proposals offered to all Woolwich employees participating in The Woolwich ESOP following the acquisition of Woolwich plc. (e) The award to Sir Andrew Large was made in 1998 while he was an executive Director. (f ) 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 Mr Allvey be allowed to exercise his PSP award (on a pro rata basis by reference to his length of service from commencement of the performance period to the date his employment terminated) subject to the satisfaction of the TSR performance criteria. If the recommendation is accepted the maximum number of shares in respect of which the trustees may permit the award to be exercised would be 13,331.