AGM Statement

Barclays PLC
28 April 2005


                      BARCLAYS PLC ANNUAL GENERAL MEETING
                             THURSDAY 28 APRIL 2005

                   CHAIRMAN'S STATEMENT BY MATTHEW W. BARRETT

This is my first time to report to you, on behalf of the Board, on our
stewardship of the company during 2004. I am honoured to do so.

2004 was a record year for financial performance for Barclays. John Varley, our
new CEO, will provide the operational highlights in a few minutes. The strong
profit performance enabled us to increase your dividend by 17% and total
shareholder return was 23% - better than the FTSE 100 index and first place
ranking amongst our peer group of major international banks.

We never lose sight of the fact that the overwhelming majority of our
shareholders are, either directly or indirectly, the millions of workers whose
pension funds are invested in us. Our success, like that of all listed
companies, is an important factor in the quality of life and degree of security
that so-called 'ordinary men and women' will enjoy in their retirement.

In addition, our profits provide corporate tax revenue to governments that helps
to support vital public services - some £1bn will be paid as a result of last
year's profits.

And, of course, successful companies create jobs and futures for our young
people entering the workforce.

In a nutshell, profitable companies benefit allstakeholders - shareholders,
customers, employees and the communities in which they work and live. And the
more profitable, the better for all.

There is a belief, in some quarters, that the interests of those various
'stakeholders' are incompatible and that business may need to choose between
shareholders and the others. At Barclays, we disagree with this point of view.

We strongly believe that value is created, maximised and sustained when the
interests of all stakeholders are harmonised. To ignore one is to jeopardise the
future prospects of the company and destroy value.

For this reason, your Board and management give considerable attention not just
to financial performance but also to customer satisfaction, employee commitment
and competence and corporate social responsibility issues. Good progress was
made in 2004 across all these fronts as well, and Mr Varley will highlight these
also for you. As John will report, in all areas we have improved our
performance. In all areas, we are committed to improve further in future years.

2004 was also an important year as it marked the transition to a new leadership
team. Sir Peter Middleton retired from the Board in September and I succeeded
him as Chairman. I draw your attention to my statement in the Annual Report
which includes a well deserved tribute to Sir Peter's leadership and
contribution to Barclays.

John Varley succeeded me as Chief Executive. The Board is delighted that we have
in John and his colleagues a highly qualified, talented and committed team to
take the company forward and to new heights. That the transition was handled in
an orderly fashion is a tribute to their professionalism and teamwork.

There is an old adage that 'to those to whom much is given, much is expected' !
The Board has high hopes and confidence that this outstanding team will achieve
great things in the years ahead.

There were a number of other Board changes in 2004. Sir Brian Jenkins retired as
Deputy Chairman and was succeeded in this role by Sir Nigel Rudd. Chris Lendrum
retired as Vice Chairman after serving the Group with great distinction for over
35 years. Jurgen Zech will be retiring at today's meeting.

I am particularly saddened to report that Hilary Cropper, who had been a
Non-Executive Director of the Bank since 1998, died on Boxing Day. Hilary was a
highly effective Director and a valued colleague who had served with distinction
on the Board Remuneration, Audit and Risk Committees. She is greatly missed.

I am sure you will all join me in formally recording our thanks to all these
individuals for their contribution to the Group during their time as a Director.

We appointed two new Non-Executive Directors during the year : Sir Andrew
Likierman and Leigh Clifford. Both are seeking re-election today. Sir Andrew is
with us today. Leigh Clifford, who is Chief Executive of Rio Tinto, is attending
the Annual General Meeting of Rio Tinto and cannot be with us today. He sends
his regrets.

We have also announced recently the appointment of John Sunderland, Chairman of
Cadbury Schweppes, as a Non-Executive Director with effect from 1st June. The
Board is delighted to welcome someone with such a distinguished track record to
the service of Barclays. It is our intention to make additional Non-Executive
Director appointments during the course of this year to further strengthen your
Board.

Corporate governance continues to be a subject of intense interest to
shareholders, regulators, companies and the press. Our goal is to ensure that
Barclays is an exemplar in the area of corporate governance.

In recent months, we have taken a number of steps to enhance further our
corporate governance practices. We have expanded the remit of the Remuneration
Committee to cover strategic human resource issues. We have also expanded the
remit of the Nominations committee to cover a broad range of corporate
governance issues in addition to matters relating to the composition of the
Board. We have conducted a thorough, formal review of performance and
effectiveness of the board, board committees and individual directors.

The review concluded that the board is discharging its responsibilities in a
highly effective manner. Areas for further improvement were identified.

Let me now ask John Varley, Group Chief Executive, for his review.


                   CHIEF EXECUTIVE'S STATEMENT BY JOHN VARLEY

Thank you, Chairman, for the opportunity to give a short summary of Barclays
progress in 2004.

Good Morning Ladies and Gentlemen.

I want to begin by recognising and thanking the people of Barclays for what they
did in 2004. We're in business to help customers achieve their goals. Our
ability to do this depends entirely on the quality of our people. We have great
people in Barclays, and my thanks go to all of them, throughout the world.

That Barclays delivered, in 2004, the best year in its long history is, more
than anything else, a tribute to them.

As the Chairman pointed out, we ended the year ranked number one for Total
Shareholder Return among our peer group, which comprises the best global and UK
banks. In 2004, income increased by 12%, profit before tax by 20%, economic
profit by 32% and earnings per share by 21%.

Barclays record performance in 2004 was no one-off. It was the continuation of a
consistent, multi-year track record, with double digit compound annual growth
over the last five years across all of the key financial measures. For example,
the compound annual growth rate of dividends since 1999 has been 14%. Last year
we increased the dividend by 17%. About half of our 2004 earnings were paid to
our shareholders in dividends.

This performance has been built on a clear and simple understanding of what
Barclays exists to do: we move, lend, invest and protect money for customers and
clients of all kinds. By doing this, we achieve our overall business purpose -
which, as I referred to a moment ago, is to help customers achieve their goals,
to earn their loyalty, and to deliver thereby good returns to you, our
shareholders.

In 2004, we made good progress across the Group. Each of UK Banking, Private
Clients and International, Barclaycard, Barclays Capital and Barclays Global
Investors had record profit years.

In assessing performance in all areas, we measure success through the eyes of
customers and employees. So there are two simple, but acid, tests for us: do our
customers and clients value their relationship with Barclays? Are the people of
Barclays proud to work here?

We must ensure that the answer to these questions is 'yes', because they are the
proxies for future growth and performance.

In some parts of our business, service to customers and clients, and our track
record of innovation, is first class. But we have more to do to ensure that
customer service is consistent and dependable everywhere. We see this as an
opportunity to improve: to earn the loyalty of customers by being excellent in
what we do for them.

I'll talk for a few minutes about how we did in each of the main business areas.

In UK Banking, we invested heavily to improve customer service in our domestic
Retail business, while building on the considerable momentum in our Business
Banking franchise.

UK Business Banking recorded profit growth of 19%. It's a business based on
industry specialisms and strong customer relationships. We achieve consistently
high scores in customer satisfaction surveys in this business, and it is the
industry leader in many areas.

In UK Retail, profits were broadly flat year on year. Although there are various
reasons why a like for like comparison of the headline profits, 2004 versus
2003, does not give an accurate picture of the underlying performance of the
business, flat profit in a big business like this is not what we expect and we
are working hard to put this right.

Notwithstanding flat profits, UK Retail recorded a number of successes during
the year. We attracted hundreds of thousands of new customers -- 220,000 new
current account holders; 275,000 new savings account holders; 675,000 new
on-line customers; 200,000 new customers of Open Plan; and 230,000 new Additions
and Platinum customers. We recruited 1,000 new front line staff. This has helped
us to reduce queue times in branches substantially. We upgraded the physical
environment in over 400 branches.

Our business is based on our relationships - not on the products we sell, but on
the people we sell them to. Last year we eliminated individual product sales
targets in UK Retail and replaced them with branch value and customer service
objectives, allowing individual branch managers to make decisions based on local
customer needs.

Our Global product businesses - Barclays Capital, Barclays Global Investors,
Barclaycard and Private Clients - all delivered strongly in 2004.

Barclays Capital turned in a record performance, with profit growth of 25%.
Barclays Capital was named Bank of the Year by the International Financing
Review, and Derivatives House of the Year by Risk Magazine. This performance was
achieved through a sharp focus on the client, on excellent execution and on a
commitment to attracting and retaining the best people. Barclays Capital's
business in 2004 ranked with the best in the industry.

Barclays Global Investors, where profits grew by 82% last year, is the world's
leading institutional money manager, with some $1.3 trillion under management.
BGI has won this position through great client service, great products, a
formidable track record in investment performance, and a history of innovation.
Its exchange traded fund business - iShares - is the fastest growing new fund
complex in the history of the United States, and BGI is now the global market
leader.

We are on a journey of successful diversification in Barclaycard. In the UK, by
putting together our card and consumer finance businesses, we are seeking to
offer the most appropriate, needs based, borrowing solutions to our customers.
We have responded to concerns in the industry about transparency and responsible
lending, implementing solutions like the so-called summary box, which describes
in plain English all the relevant terms and conditions attaching to the use of
the card, and which illustrates how customers might most economically use it.

Barclaycard is enjoying significant success in executing its new partnership
strategy -- with House of Fraser and Sky as well as the joint venture with
Swedbank, Sweden's largest retail bank. Meanwhile the small but strategically
significant acquisition of Juniper, which we completed in December of last year,
gives us a strong platform for growth in the United States.

Profits in Private Clients grew 40% in 2004. We have been looking for this. We
have pushed the business hard. We have invested organically and in new
acquisitions. We have improved offerings to clients, we have delivered a very
strong performance in the stockbroking business following the successful
integration of Charles Schwab Europe, and we took advantage of more favourable
equity markets in 2004. We believe we have turned the corner in this business
and have high expectations of it.

In International Retail and Commercial Banking too, we saw good profit growth,
of 18%. Banco Zaragozano in Spain, which we acquired in mid 2003, is delivering
significantly ahead of expectations. Our businesses in Portugal and Italy, as
well as our Caribbean joint venture, all performed well last year.

Our African business again demonstrated the benefit of having leading market
positions.

As you know, we're also in negotiations to acquire a majority stake in the South
African bank ABSA. For me this proposed deal has a number of attractions.

First, the ABSA transaction would enable us to increase the earnings we generate
from outside the United Kingdom, and create much larger participation in a high
growth well run market.

Second, it would create the opportunity for synergies with our existing
businesses both in South Africa and across the African continent.

Third, it would give us the opportunity, in collaboration with ABSA, to deploy
the global product capabilities of Barclaycard, Barclays Global Investors and
Barclays Capital.

We have been engaged in extensive discussions with ABSA regarding the terms of a
possible transaction. We have also had a series of meetings with ABSA's large
shareholders. In conjunction with ABSA, we are considering feedback from
shareholders and will now determine whether a deal on terms acceptable to
Barclays would receive the requisite support from ABSA's shareholders. We will
then revert to the South African regulatory authorities for final consideration.

We like this potential deal and we hope to get it done.

However, we are very clear that we will not forsake our value criteria to do so.

There is a price beyond which we will not go.

We will update you as soon as we have anything further to report.

Finally, in 2004 we made progress in strengthening our operational capabilities
and our franchise health.

We received widespread recognition for our policies in a range of areas
including community involvement, financial inclusion, disability, staff
pensions, outsourcing, and partnership with our trade union Amicus. In fact,
today we announced a new five year partnership agreement with AMICUS.

This recognition is important: it demonstrates that we take seriously the issues
that concern our customers and our colleagues (as well as politicians and
regulators), and that we are responding.

It is therefore a matter of considerable pride to me that our work in the field
of Corporate Responsibility was recognised in 2004 with the National Business
Award for Corporate and Social Responsibility.

We also committed some £32m in support of the community in the UK and
internationally in 2004, and over 25,000 employees and pensioners worldwide took
part in Barclays - supported fundraising and volunteering activities.

So 2004 was a year of good achievement across our Group, and we made good
headway in executing our strategy.

Building on that performance, Barclays has made a good start to 2005.

Let me end with a few words about the future.

Our performance during the last five years, the clear strategy that has driven
our progress, and the substantial momentum we have created would not have been
achieved without the leadership of Matt Barrett as Chief Executive.

But it's the task of every generation of leadership to build on the
accomplishments of its predecessors and to take performance to the next level.

My colleagues and I go about that task in the clear knowledge that leaders exist
to serve stakeholders - the principal role of the Executive Committee of this
Group is to help those whom we lead to serve their customers and clients,
thereby creating the opportunity for other stakeholders - the communities in
which we live and work, and of course you, our shareholders - to benefit.

That is what you should expect from us.

I am honoured by the trust placed in me by my appointment as Chief Executive.
Barclays is, and has been for a very long time, an iconic name in the world of
banking. My colleagues and I feel heavily the obligation to serve to the best of
our ability the shareholders, customers and employees of this great company.

As we look forward, and as we build on the significant transformation of the
last five years, I want Barclays to be recognised for two things in particular:-

First of all growth - We have a distinctive, competitively advantaged and
tightly knit group of businesses. It is the product of an investment approach
that requires that we earn, invest and grow at the same time. This approach has
enabled us to deliver the five most profitable years in our history, while
making the heavy investments that are producing today's and tomorrow's growth.

Secondly, Barclays must also be recognised for its focus on Customers, Clients
and Colleagues - Great service to customers and clients, delivered by
high-performing employees, is the foundation of long-term, sustainable
performance.

We are very focused on these critical aspects of our work.

Thank you.

                                     -END-

For further information please contact:

Barclays Investor Relations
Mark Merson/James S Johnson
[phone]/2927

Barclays Public Relations
Jo Thethi
[phone]

This document contains certain forward-looking statements within the meaning of
Section 21E of the US Securities Exchange Act of 1934, as amended, and Section
27A of the US Securities Act of 1933, as amended, with respect to certain of the
Group's plans and its current goals and expectations relating to its future
financial condition and performance. These forward-looking statements can be
identified by the fact that they do not relate only to historical or current
facts. Forward-looking statements sometimes use words such as 'anticipate',
'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', or other
words of similar meaning. By their nature, forward-looking statements involve
risk and uncertainty because they relate to future events and circumstances,
including, but not limited to, UK domestic and global economic and business
conditions, market related risks such as changes in interest rates and exchange
rates, the policies and actions of governmental and regulatory authorities,
changes in legislation, the outcome of pending and future litigation and the
impact of competition, a number of which are beyond the Group's control. As a
result, the Group's actual future results may differ materially from the plans,
goals, and expectations set forth in the Group's forward-looking statements. Any
forward-looking statements made by or on behalf of Barclays speak only as of the
date they are made. Barclays does not undertake to update forward-looking
statements to reflect any changes in Barclays expectations with regard thereto
or any changes in events, conditions or circumstances on which any such
statement is based. The reader should, however, consult any additional
disclosures that Barclays has made or may make in documents it has filed or may
file with the SEC including its most recent Annual Report on Form 20-F.




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