Circ re. Directorate Changes

Barclays PLC
06 November 2003

                                                                 6 November 2003





                          Barclays Directorate changes



Further to the announcement on 9 October 2003 about Directorate Changes to the
Boards of Barclays Bank and Barclays PLC, a letter is today being sent to all
shareholders.  This letter, which is set out below, explains to Barclays PLC
shareholders the process that has been followed and the reasons for the
appointment of the Group Chief Executive, Matthew Barrett as Chairman with
effect from 1 January 2005.

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Dear Shareholder



Chairman of Barclays PLC



On 9 October 2003, Barclays announced a number of changes to the Board and to
senior management.  The announcement said 'Sir Peter Middleton, Chairman of the
Board of Barclays PLC will serve until 31 December 2004 at which time Matthew W
Barrett will succeed him.  Mr Barrett will be succeeded by John Varley as Group
Chief Executive'.



The Combined Code on Corporate Governance



The new Combined Code on Corporate Governance will apply for reporting years
beginning on or after 1 November 2003.  The Code will require an explanation in
cases where an individual who previously was a Chief Executive Officer of a
company is appointed Chairman of the Board.  In Barclays case this will be
included in the Report and Accounts for 2003.  However, I am writing to you
today on behalf of the Board to provide an early explanation of our decision.



Background



Mr Barrett has been Group Chief Executive of Barclays PLC for four years having
joined the Group in October 1999.  During this time the strategy that has been
put in place has produced strong results.  Barclays is in the top quartile of
its peers worldwide in terms of total shareholder return.  It has performed
significantly better than the average of FTSE 100 companies.  In terms of market
capitalisation, it is now a top ten bank globally.  It has developed a powerful,
cohesive management style and a strong control culture.  Senior leaders have
developed to the point where the Board had a wide choice of internal candidates
to succeed Mr Barrett as Group Chief Executive.



The announcements of the new Chairman and Group Chief Executive were made well
in advance so that the Group could ensure a smooth transition to both roles and
implement the new organisation structure which was announced at the same time.



Process



The Board has conducted a thorough selection process.  In the case of the
Chairman, both external and internal candidates were considered.  The
Nominations Committee was, for this purpose, chaired by Sir Nigel Rudd.
However, all the non-executive directors, and eventually the whole Board, were
involved.



Criteria



It is the obligation of the Board to appoint as Chairman the individual who, in
its opinion, is best qualified to serve shareholders.  The Board established a
number of desirable characteristics to guide its search for a new Chairman.
These included:



(a)    Strong commitment to the creation of shareholder value and
       high standards of corporate governance.



(b)    Experience of large multinational businesses.



(c)    Ability to command the respect of Board members,
       shareholders, employees and other key stakeholders.



(d)    Understanding of the role of Chairman, including an ability
       to bring a wider view to bear and work harmoniously with the new Group 
       Chief Executive.



(e)    Knowledge of the global financial services industry.



It is the Board's intention that the responsibilities of the Chairman and Group
Chief Executive will be agreed and set out in writing - as they are currently
for myself and Mr Barrett.  They will be consistent with both the existing roles
and the best practice guidelines on the role of the Chairman attached to the new
Combined Code.



Reasons for the Board's decision



Mr Barrett emerged as the Board's unanimous choice, ahead of all other
candidates, for the following reasons:



(a)    Mr Barrett is an experienced international businessman.
Prior to his service with Barclays, he served 37 years with the Bank of
Montreal.  He was Chief Executive Officer there for ten years.  He has also
served as a non-executive director on the Boards of multinational companies,
serving at various times as Chairman of Audit, Finance, Remuneration and
Corporate Governance Committees.



(b)    Mr Barrett's knowledge of the financial services industry is
deep and broad.  He brings a wide experience and perspective yet, when he
retires as Group Chief Executive, he will have spent a relatively short part of
his career with Barclays.  The Board feels that there is much to be gained for
the Group from his continued presence, as Chairman.  There is no reason to
believe that his objectivity will be affected - as it might have been had his
whole career been with Barclays.



(c)    Mr Barrett is totally committed to shareholder value and is
an inspirational leader for Barclays employees.  Barclays results during his
period of office speak for themselves.



(d)    Mr Barrett was Chairman of the Bank of Montreal for nine
years and therefore has long experience of managing a Board of a major
institution. He fully understands UK corporate governance and the different
roles played by Chairman and Chief Executive.



(e)    The Board is confident that Mr Barrett will continue to have
a productive and excellent relationship with John Varley, the new Group Chief
Executive and other members of the Group executive.  In particular the Board
feels that the new management team will continue to develop the business,
bringing benefits to shareholders, customers, staff and the communities in which
Barclays operates.



Senior Independent Director



The Board intends to appoint a Senior Independent Non-Executive Director in line
with the new Combined Code during 2004.



Terms and Conditions



Mr Barrett's terms and conditions, including his remuneration, will be settled
nearer to the time of his appointment and will be appropriate to the role of
Chairman.



Consultation



We have kept major shareholders informed of the Barclays Board's developing
thinking on succession issues, in line with the recommendations contained in the
new Combined Code but I wanted to write to shareholders personally to explain
how we have arrived at this important decision.



Yours sincerely



Sir Peter Middleton
Chairman


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