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Full details of the Group's remuneration policy, as well as the details of Directors' remuneration for 2005, can be found in the Barclays Report on Remuneration in the Annual Report 2005. This can be accessed via our website at www.investorrelations.barclays.co.uk

Shareholders will be asked to approve the full Barclays Report on Remuneration at the 2006 AGM.

The focus of the Board HR and Remuneration Committee (‘the Committee') in 2005 was:

• the introduction of a revised long-term incentive plan, the Performance Share Plan (PSP), which was approved by shareholders at the Barclays AGM on 28th April 2005;
• a formal review of compensation strategy for Barclays Global Investors;
• the development of policies to manage the impact of the changes to the tax treatment of pensions (known as ‘A day' in the UK); and
• talent management.

The following comments will provide context to the disclosures, and demonstrate the strong pay for performance link inherent in the design and operation of the Barclays remuneration plans:

• Barclays performed strongly in 2005 with profit before tax and economic profit (EP)^(a) up 15% and 12% respectively.
• Barclays Total Shareholder Return (TSR) for the five years to the end of 2005 was 43%, compared with 6% for the FTSE 100 index.
• Annual bonus levels vary by executive Director to reflect a combination of performance of the Group, the businesses and the individual.
• The main performance condition for executive Directors in the Incentive Share Option Plan (ISOP) is TSR relative to a peer group of 11 other major international banks. This performance condition is very stretching. The maximum number of shares under option vests only if Barclays is ranked first in the peer group. For the 2002 grant under the ISOP, which vested in 2005, Barclays was ranked fourth in the peer group^(b). This was sufficient for only 25% of the maximum number of shares under the TSR condition to vest. The remaining 75% lapsed.

The Committee unanimously recommends that you vote to approve the full Barclays Report on Remuneration at the AGM.

Signed on behalf of the Board

Sir Nigel Rudd
Board HR and Remuneration Committee Chairman
9th March 2006

• The definition of economic profit (EP) is set out as a footnote in the Chairman's Statement.
• The peer group for the 2002 ISOP was Citigroup, HSBC, RBS, HBOS, Lloyds TSB, Deutsche Bank, ABN Amro, BNP Paribas, BBVA, Standard Chartered and Abbey National.
• Barclays Guiding Principles were introduced during 2005 and provide all parts of the Group with a unifying set of priorities. They are: Winning Together, Best People, Client/Customer Focused, Pioneering and Trusted.