AGM Statement

Barclays PLC
29 April 2004

                      BARCLAYS PLC ANNUAL GENERAL MEETING

                           THURSDAY, 29TH APRIL, 2004

                  CHAIRMAN'S STATEMENT BY SIR PETER MIDDLETON


This will be my final year as Chairman.  The last five years have been a period
of good progress for the Group - though not without its ups and downs.

2003 was a particularly good year.  Profit before tax was up 20% to £3.8
billion.  Earnings per share were 42.3p - representing a return on equity of 17
per cent.  The total dividend payout for the year was 20.5p, an increase of 12%
over 2002.

Our 78,900 employees received £4.3 billion in salaries, bonuses and other
benefits.  We will have paid £1 billion in taxes.  Shareholders were paid £1.3
billion in dividends and we spent over £200 million buying back shares.

More important than the performance in a single year is the ability to deliver
superior performance on a sustained basis. We measure this using total
shareholder return - share price plus reinvested dividends.  A £100 investment
in Barclays at the end of 1998 was worth £186 at the end of 2003.  This is more
than double the £87 which an equivalent investment in the FTSE 100 index would
have been worth.

Over the last 5 years our market capitalisation has grown by £13 billion to some
£33 billion. All major aspects of our business have developed. In the UK we have
120 more branches than we did 5 years ago and our branch network globally has
increased to 2,900, nearly one third of which are overseas.  Access to banking
has improved for our retail customers with the development of telephone and
internet banking and the increasing use of cards. In 1998 we had around 200,000
customers using the internet, today we have more than 4.5 million. We have more
customers doing more business with us than ever before.

Barclaycard has retained and strengthened its leadership in the UK market and is
expanding vigorously in  selected overseas countries.

The wholesale businesses under Bob Diamond's leadership have grown to become
among the world's best performers in investment banking and asset management.
Both businesses faced an uncertain future with the group five years ago.

At the same time, we have developed our community programmes.  We return at
least 1% of our UK pre-tax profits to the communities in which we operate and we
are one of the largest corporate givers in the UK.  In 2003 we supported over
20,000 employees around the world in their volunteering and fundraising.

I should like to pay tribute to our employees at every level who have delivered
these achievements.  I have spent a lot of time travelling around the UK and
visiting other countries where Barclays has a presence.  I have always been
impressed by the skill, dedication and enthusiasm of our people.

I have also enjoyed developing relationships with Barclays pensioners.  The
frank discussions with pension club representatives at our annual meetings have
been extremely useful.  The work that our pensioners carry out in the community
is invaluable.  We want pensioners to feel proud of the Group and to be
ambassadors for the business.

Matthew Barrett has been an inspirational Chief Executive. Selecting the CEO is
one of the most important things the Chairman and the Board have to do.  We got
it right with Matt and I have no doubt that we have got it right with John
Varley.  John is widely experienced in the Bank and will be taking over from
Matt, when Matt succeeds me as Chairman.

A successful company needs a well-balanced board of directors combining
experience and vitality in line with the needs of the business. So the team of
Matt Barrett as Chairman and John Varley as CEO will be complemented by a strong
cast of executive and non-executive directors.

The Chief Executive's Statement in the Annual Review explained how the Group has
been re-organised to face the ever changing environment in which we compete.  As
a result four new executive members joined the Board in January. Three of them
are sitting before you for the first time. They are, Gary Hoffman, Naguib Kheraj
and David Roberts. As I have explained, Roger Davis is attending a funeral.
Chris Lendrum, who you have seen many times, is now Vice-Chairman.

The responsibilities of non-executive directors are becoming both greater and
more complex.  Sir Richard Broadbent who is sitting before you for the first
time joined the board last September.  And you can expect more appointments this
year in order to maintain a healthy majority of non-executive directors.

As you can see, there is a lot of change - all of it necessary.  Smooth
transitions have not been one of Barclays' strengths in the past.  I can assure
you that it will be seamless and successful this time.

Barclays is well positioned for the future.  We have a distinctive mix of
businesses.  They are all capable of substantial growth - backed by sound
investment programmes and the determination of everyone in the business to
succeed.

So that seems a good point to ask the Chief Executive for his review.  Matt

CHIEF EXECUTIVE'S STATEMENT BY MATTHEW W. BARRETT

Thank you, Chairman and good morning ladies and gentlemen.

2003 was a very strong year for Barclays.

Profit contribution was well spread with 5 of the 7 business lines delivering a
record year.  Business volume and revenue growth were also well spread. We
attracted new customers and did more business with existing ones.

Strong profit performance was achieved while funding significant investment for
future growth.  We were active in acquisition of new companies which brought to
the Group new products and services for customers, new customers and greater
geographic reach.  Importantly, in everything we did we continued tight
discipline on value, on risk management and on productivity improvement.

2003 also marked the final year of our 4-year goal cycle.  We achieved the
primary goal of delivering for shareholders top-quartile total shareholder
return among our global peer group.  This return also exceeded significantly the
TSR of both the FTSE 100 Index and FTSE Banks for the period.

We embark now on the next 4-year goal cycle, and we do so with confidence.
Achieving top-quartile total shareholder return will remain the Group's primary
goal for the 2004-2007 period as it was for the previous 4 years.

Our confidence in the future is founded on the benefits we are seeing from the
stream of investments made in:-

- Rejuvenating our core UK franchises in personal and business banking

- Building businesses that can grow our international earnings

- Acquiring and integrating businesses that bring a broader range of services
  for customers

- Improving productivity, and

- Equipping our people with the tools to do the job better.

In late 2003, we put in place a new organisation structure aligned to strategic
priorities.  As well, and most important, we appointed an outstanding senior
leadership team to lead this organisation in the years ahead.  This team was
developed with executives from within Barclays, ensuring strong continuity for
the future and sustained momentum.

I will say a few words on each of our new business groupings.

First, we created UK Banking, which brings together, for our UK customers,
Personal Financial Services, Business Banking and Premier Banking.  A single
integrated business will allow us to deliver more joined-up propositions,
enhanced service and greater simplicity.  As well, we plan to deliver tangible
benefits to customers for doing more of their business with us.

Second, we created a portfolio comprising all our international retail and
commercial banking operations, and Barclays Private Clients.

We have named the new grouping Private Clients & International.   This grouping
has two main priorities - expanding our retail and commercial banking platforms
outside the UK and building our wealth management business for individuals in
selected countries.  We are making good progress on both.

We acquired Banco Zaragozano in Spain and its integration with our existing
operations in Spain gives us a significant presence in that attractive market.
Our operations in Africa, the Caribbean, France, Italy and Portugal are all
showing the benefits of management actions.

In 2003, the performance of Barclays Private Clients began to recover from the
difficult market environment of the previous year, with clear signs of
improvement emerging in the second half of 2003.  We continue to build on this
progress.

Our third strategic priority is to grow the three businesses we have with global
reach - Barclaycard, Barclays Capital and Barclays Global Investors.

Barclaycard is performing extremely well and is in the early stages of executing
the global card strategy approved last year.  Meanwhile, our UK business
continued to grow strongly, attracting 1.5 million new customers.

Barclaycard International is growing nicely.  Cards in issue increased by 11% in
2003.  Income growth was strongest in two of Europe's biggest economies, Germany
and Spain.  Our aim is for Barclaycard International to be as important as the
UK business within a decade.

We launched a strategic alliance with the Standard Bank of South Africa last
summer and have since announced our entry into Portugal and Ireland.

Our global Wholesale and Institutional businesses, Barclays Capital and BGI,
have invested heavily to develop services and propositions that resonate with
the emerging needs of clients around the world.

Barclays Capital is now a leading player in the risk management and financing
services for large national and multi-national corporations around the world.
In the combined loan and bond markets, it has moved up the rankings  - 4th in
global all debt, 3rd in European debt, the clear leader in sterling bonds and
also now top 10 in US investment grade corporate bonds.  At the same time it is
diversifying its product range and sources of revenues.  Most important, it has
grown revenues without loosening its tight grip on risk and has demonstrated its
ability to grow in all market environments.

Barclays Global Investors, too, continues to diversify its business mix and
develop innovative products for its clients.  As a result, clients continue to
entrust it with new assets - it now has over $1trillion under management - and
its financial contribution has grown rapidly.

Given the strong growth prospects of both businesses, we are committed to
sustained investment in BGI and Barclays Capital.

So all business groupings are doing well and are in a good position to grow.

During 2003 we also made progress on providing world-class tools to our people
in areas such as Risk Management, Cost Management, Value Based Management,
Technology, Marketing, and Human Resources.

In the case of Human Resources, we are alert to the obligation to introduce for
our employees policies that respond to the emerging social issues confronting
the workforce.  In that regard, in 2003 we worked closely with our union
partner, Unifi, to find creative solutions to important issues, like outsourcing
and pensions, consistent with our commitment to be an employer-of-choice and
with our belief that financial services is fundamentally a people business.

I want to close by once again thanking Barclays' people everywhere for their
hard work and commitment.  They have driven the business forward and delivered
for shareholders.  But more than anything, it is their drive, professionalism
and desire to deliver for customers that gives us confidence in the future.

I am also pleased to report that Barclays has made a good start to 2004.

Thank you and I will now hand over to Sir Brian Jenkins.


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