Exhibit 4.16

6 November 2018

Dear Nigel,

Following our recent discussions, I am writing to confirm the terms of your appointment as a non-executive director and, in due course, Chairman

of Barclays PLC (the ‘Company’ or ‘BPLC’)

.

1.

Appointment 

(a)

This letter and its enclosures are a contract for services and not a contract of employment. Reference to your appointment in this letter

means to the office of non -executive director of BPLC and, save where the context requires otherwise, to the roles set out in 1(b) and (c)

below.

(b)

With effect from 1 March 2019, subject to formal regulatory approval, you will be appointed as a non-executive director of BPLC and

from the conclusion of BPLC's AGM on 2 May 2019 ('2019 AGM') you will be appointed as the independent Chairman of BPLC. 

(c)

As agreed you will also serve as the Chairman of the BPLC Bo ard Nominations Committee with effect from the conclusion of the 2019

AGM

2.

Term 

(a)

Subject to the termination provisions in section 3 below, your appointment will be for an initial term of three years from the date of your

appointment and subject to the annual re- election by shareholders (see below). On or before the expiry of your initial term, and subject

to the needs of the Board at the time, you may be invited to serve for a further term of up to three years. Non -executive directors will not

usually serve for more than six years, however this is subject to the discretion of the Board Nominations Committee.

(b)

Your appointment, including any extension of your term, is subject to the following: 

i.

the Company’s Articles of Association, a copy of which was included in your original appointment pack; 

ii.

initial election and annual re-election by shareholders at the BPLC AGM, in accordance with the UK Corporate Governance

Code;

iii.

your ongoing ability to satisfy the standards and obligations applicable to directors of public companies, and, in particular, any

regulatory standards expected of directors of banks and financial services firms, including if applicable, the need for regulatory

approval and other requirements placed on directors under the Senior Managers Regime including the Senior Manager and

Individual Conduct Rules (together 'the Regime'); 

iv.

your ongoing fitness to serve as a company director and/or, if applicable, in a senior manager function under the Regime

('Senior Manager');

v.

your ongoing performance and contribution to the Board as assessed by the BPLC Board having regard to relevant

information, including the annual review of the effectiveness of the Board and individual directors; and

vi.

the needs of the Board having regard to the skills and experience required to oversee the business, which may change over

time. 

(c)

You undertake to inform the Company Secretary or Senior Independent Director of BPLC or relevant regulatory authority of any change

in your personal or professional circumstances that might impact your ability to continue in your role as a director of BPLC, as

independent Chairman of BPLC or as a Senior Manager. This includes, but is not limited to:

i.

you being charged with and/or convicted of a criminal offence (other than an offence under any road traffic legislation in the

United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);

ii.

you becoming bankrupt (or its equivalent status in any other jurisdiction) or becoming insolvent or entering into any

arrangements or composition with your creditors;

iii.

you being subject to personal sanction in respect of any of your other roles, or guilty of any serious misconduct, or of any

conduct which is calculated or likely to bring the Barclays Group or any of its directors or subsidiaries into disrepute, or which

conflicts with the Barclays Values (a copy of which was included in your original appointment pack); or

iv.

you being unable, or unlikely to be able, to perform your role due to ill health or other personal circumstances for a material

period of time. 

3.

 Termination

(a)

Your appointment is conditional upon you satisfying and maintaining on an ongoing basis, the requirements of section 2(b) above. 

(b)

Your appointment may be terminated at any time by either party giving notice in writing to the other or in accordance with the

Company's Articles of Association or the Companies Act 2006. Both parties agree that, in order to facilitate an orderly exit and

succession, and where circumstances permit, they will provide reasonable notice to the other of their intentions to terminate the

appointment. Reasonable notice is agreed to be six months (save where you fail to continue to satisfy the requirements set out in

sections 2(b)(ii) to 2(b)(iv) above or on the occurrence of the circumstances set out in section 2(c) above where, in each case,

immediate termination by the Company will be permitted).

(c)

There is no entitlement to any payment for loss of office. Regard less of the reason for termination, you will only be entitled to such fees

and expenses as have accrued and are due to you as at the date of termination. 

(d)

The Company reserves the option, in its absolute discretion, to terminate your appointment with immediate effect and to pay you your

Fees (as applicable, and defined below) subject to deductions, in equal instalments at such time(s) as you would have received such

payments(s) of Fees (as applicable) had you been required to remain in your appointment for the whole or remainder of your notice

period. 

(e)

Your appointment as Chairman and as a director would automatically terminate without any entitlement to notice or payment if the

BPLC shareholders do not re-elect you at the BPLC AGM or if you are removed from office by the BPLC shareholders.

(f)

On termination of your appointment, you will immediately deliver to the Company all documents, records, papers or other company

property which may be in your possession or under your control and which relate in any way to the business affairs of the Company or

the Barclays Group. You agree not to retain any copies or duplicates in any format. 

(g)

On termination of your appointment and whether or not you have formally resigned from your office as a director, you will be deemed to

have done so and you agree that BPLC is entitled to issue any announcements and make any other filings required as a result of you

ceasing to be a director. 

4.

Fees 

(a)

In respect of your appointment as a non-executive director of BPLC from 1 March 2019 until the conclusion of the 2019 AGM, you will

receive a fee ('NED Fee') of £80,000 per year (pro rated, accordingly). 

(b)

In respect of your appointment as Chairman of BPLC and from the conclusion of the 2019 AGM, you will receive a fee (‘Chairman Fee’

and together with the NED Fee, the 'Fees') of £800,000 per year. You will not be entitled to an additional fee in respect of your role as

Chairman of the BPLC Board Nominations Committee.

(c)

The Fees will be payable monthly in arrears by direct credit into your nominated bank account less any tax and any other statutory

deductions. On termination, you will only be entitled to such amount of the Fees as has accrued at the date of termination.

(d)

Any reasonable out of pocket expenses that you incur in performing your duties will be reimbursed in accordance with our standard

expenses policy, a copy of which is available on request.

(e)

The Fees may be subject to any amendment or qualification as required by any law, regulation or regulatory authority including but not

limited to tax and national insurance deductions as applicable.

(f)

To ensure alignment with the Group’s interests, all directors of BPLC are encouraged to hold shares in BPLC. All dealings are subject to the

Barclays Group Securities Dealing Code, a copy of which is available on request. Following the commencement of your appointment as

Chairman of BPLC, you will be required to take £100,000 of your Chairman Fee, after tax and any other statutory deductions, in Shares.

The Shares will be purchased twice a year after the announcement of the BPLC full and half-year financial results. The Shares will be held

on your behalf until the termination of your appointment; enclosed is an agreement setting out the details, please sign and return.

(g)

There is no contractual entitlement to any increase in your Fees during your appointment. Directors’ fees are reviewed periodically by the

BPLC Remuneration Committee having regard to the Company's remuneration policy and benchmarked to the market. 

(h)

Aside from the Fees, subject to the rules of the relevant Barclays scheme from time to time in force, you are eligible to receive private

medical insurance to cover you under the terms of the Barclays scheme. Your spouse will be eligible to participate in the Barclays scheme

for dependents under the terms of that scheme from time to time in force, with monthly premium payable at your cost. As a non-

executive director, you are not eligible to participate in any other benefit schemes, including but not limited to the Barclays Group’s

incentive award, long term incentive schemes and the Barclays Group’ s pension scheme, or to receive any payment or cash allowances in

lieu. 

5.

Directors Share Qualification

In accordance with the Company's Articles of Association, you are required to hold £500 in nominal value (2,000 Ordinary shares of 25p

each) of BPLC within two months of your appointment subject to the provisions set out therein. In accordance with the Barclays Group

Securities Dealing Code, you must obtain clearance to deal before you acquire these or any BPLC shares. If you would like assistance in

purchasing these shares, please let me know and I will arrange this for you. 

6.

Role as Chairman

(a)

The attached role profile will form part of your contract for services. The role profile may be changed from time to time, and once notified

to you, shall be deemed to replace the attached and form part of your contract for services.

(b)

As Chairman, your primary responsibilities include leading the BPLC Board and ensuring its overall effectiveness in directing the

Company. You will provide objective judgement and promote a culture of openness and debate by facilitating constructive board

relations and ensuring each non-executive director contributes effectively to the BPLC Board to help develop proposals on strategy and

then fully empower the executive directors to implement the strategy. 

(c)

The Chairman and all non -executive directors have the same legal responsibilities and duties as any other director and are required to

take decisions in the best interests of the Company. The Board as a whole is collectively responsible for promoting the long-term

sustainable success of the Company and for supervising the Company's affairs by providing effective and entrepreneurial leadership

within a framework of prudent and effective controls and risk management; establishing the Company's purpose, values and strategy

and ensuring that these align with the Company's culture; ensuring that the necessary resources are in place for the Company to meet its

objectives and measure performance against them; and providing constructive challenge and strategic guidance, offering specialist

advice and holding management to account.

(d)

During your appointment you agree to perform such duties, responsibilities and functions (whether statutory, fiduciary or common law)

with diligence and in a manner consistent with your position and role profile as Chairman, the UK Corporate Governance Code and with

any relevant Barclays Group policies and procedures. 

7.

Time Commitment 

(a)

In accepting this appointment, you confirm that you are able to allocate sufficient time to meet the expectations of your role on the BPLC

Board including being available to devote additional time to the role during periods of increased activity or in response to market

developments. You agree that these services must take priority over other commitments and the particular need for your availability in the

event of a significant matter arising. As Chairman you are also expected to attend the BPLC AGM, usually held in April / May and be

available afterwards to meet with and answer questions from shareholders.

(b)

The agreement of the Company Secretary or the Senior Independent Director of BPLC must be sought prior to accepting additional

engagements, offices or appointments (paid or unpaid) with any other company, corporate body, or entity, during your tenure that might

affect the time that you are able to devote to your role or could give rise to a conflict of interest. 

(c)

As Chairman you are expected to chair all Board meetings. The BPLC Board is expected to formally meet up to eight times a year,

including an annual one to two day strategy session and on an ad-hoc basis as required. Some of the meetings may be held overseas.

You will also be required to chair the BPLC Board Nominations Committee meetings. 

(d)

You are expected to set aside sufficient time to consider the papers in advance of BPLC Board and Committee meetings. Papers are

normally circulated to directors in the week prior to the relevant meeting. 

(e)

Your average expected time commitment as Chairman is up to four days per week (calculated on the basis of an averaged time

commitment over the course of the financial year). 

(f)

In any holiday year (being the period from 1 April to end of March) you are entitled to 30 days holiday in addition to statutory holidays.

8.

Conflicts of interests and outside interests 

(a)

As a statutory director you have a duty to avoid conflicts of interest and to disclose personal interests in contracts.

(b)

It is accepted and acknowledged that you have business and other interests outside the Company. Subject to such interests not giving

rise to a conflict, the Company does not object to you continuing with such interests provided they have been fully disclosed and

accepted by the Company prior to your appointment. Should you become aware of any actual or potential conflicts of interest in the

course of your appointment, these should be discussed with the Company Secretary or Senior Independent Director of BPLC as soon as

possible and authorised by the BPLC Board. All conflicts must be recorded in accordance with the BPLC Board’s stated policy. 

(c)

As set out above, you must seek permission from the Company Secretary or Senior Independent Director of BPLC before taking on any

additional outside interests.

9.

Induction, Values and Support

(a)

To assist Board members in making a contribution to the BPLC Board as quickly as possible, all directors are offered a comprehensive

induction programme. We will also provide briefings on the details of procedures regarding the disclosure of any conflicts of interest,

data protection, the control of inside information and for obtaining clearance to deal in BPLC shares.

(b)

The Barclays Values (Respect, Integrity, Service, Excellence and Stewardship) are a central part of everything we do. The Values form a

critical part of how Barclays is changing, as well as our purpose and behaviours. You will be expected to act in accordance with the

Values as Chairman of the Company, and, in particular, to follow our Code of Conduct (known as the Barclays Way). 

(c)

On-going training and briefings on particular topics will be made available, including any topics that you may request. 

(d)

 As Company Secretary, I am available to all directors to support the effective discharge of their duties and to assist with any queries. The

Barclays Group General Counsel is also available to assist you with legal queries. 

(e)

Occasions may arise when you consider that you need professional advice in the furtherance of your duties as Chairman. Accordingly if,

after consultation with the Company Secretary, it is deemed appropriate for you to seek advice from independent legal advisers, you may

seek independent advice at Barclays’ reasonable expense. 

(f)

As Chairman of BPLC you will:

i.

have a private office; 

ii.

have access to a car and a driver from the Executive Chauffeur pool for business purposes, to the extent such a service

continues to be made available to Barclays Executives; and 

iii.

receive dedicated support equivalent to that available to executive directors in respect of your information technology and

communications requirements. 

10.

Confidentiality

(a)

You will appreciate that the business of the Company and the Barclays Group is a specialised and competitive business. In the course of

your appointment you will have access to and knowledge of, the trade secrets, confidential information and other commercially valuable

information of the Company and the Barclays Group ('Confidential Information'). You acknowledge that the disclosure of Confidential

Information to actual or potential competitors of the Company and/or any Barclays Group company would place the Company and/or

the Barclays Group at a serious competitive disadvantage and would do serious damage, financial and/or otherwise, to its or their

business and business development and would cause immeasurable harm. 

(b)

You must neither during the term of your appointment (except in the proper performance of the duties of your office or with the expre ss

written consent of the BPLC Board) nor at any time (without limit) after the termination of your appointment except where disclosure is

required by law, by an order of a competent court or by a regulatory body, directly or indirectly: 

i.

publish, divulge or communicate to any person, company, business entity or other organisation or to the media or any social

media; 

ii.

use for your own purposes or for any purposes other than those of the Company or the Barclays Group; or

iii.

through any failure to exercise due care and diligence, permit or cause any unauthorised disclosure of,

any Confidential Information.

(c)

These restrictions shall not apply to any information which shall become available to the public generally otherwise than through any

breach by you of the provisions of this letter or other default of yours.

(d)

All notes, memoranda, records and documents (in whatever form or media held) that you make during the term of your appointment in

performing your duties as Chairman will belong to the Barclays Group and will be handed over to Barclays together with any copies

promptly from time to time on reasonable request of any Barclays Group Company and at the end of your appointment. 

(e)

Nothing in this letter, including but not limited to the provision s on confidentiality above, is intended to or shall prevent you from raising

concerns in line with Barclays’ internal reporting processes or making any disclosure to governmental bodies, law enforcement

authorities and/or regulators as permitted or require d under applicable law or regulation (including but not limited to a “protected

disclosure” within the meaning of Part 43A (Protected Disclosures) of the Employment Rights Act 1996 and to any protected disclosures

made about matters previously disclosed to another recipient).

11.

Dealing in Barclays Securities 

(a)

Your attention is drawn to the requirements under both law and regulation regarding the disclosure of price sensitive information.

Matters relating to BPLC may from time to time give rise to price sensitive information which must be held under strict confidentiality

conditions. 

(b)

Your responsibilities will be explained to you as part of your induction. You should avoid taking any action that might risk a breach of

these requirements. If you need any assistance in understanding your obligations, please contact me. 

(c)

Any dealings in Barclays securities will be subject to the Barclays Group Securities Dealing Code. 

12.

Indemnification and insurance 

(a)

As a statutory director of BPLC you will have the benefit of and are able to rely upon an indemnity from BPLC, including the indemnity

under article 147 of the Company's Articles of Association. Your indemnity is, of course, in addition to any other protection available to

you by virtue of the provisions of statute, common law or indeed any specific contract.

(b)

To formalise the indemnification arrangements referred to above, you will be issued with a deed of indemnity from BPLC and instructions

on what steps you need to take to enter into the deed and to accept its terms and conditions. 

(c)

As a UK statutory director you will be deemed to be an insured person for the purpose of the Barclays Group’s current policy of Directors’

and Officers’ Liability Insurance subject to its terms and conditions. 

13.

Data Privacy 

(a)

The Company and any Barclays Group company shall process your personal information for administrative and other purposes related to

your appointment and the conduct of the business of the Barclays Group (the 'Agreed Purposes'). Processing includes obtaining, holding,

editing, destroying or disclosing your personal information to any Barclays Group company and/or any third parties (for example,

insurers, banks and new Barclays Group companies following a business transfer or merger) for the Agreed Purposes (‘Processing’ or

‘Process’). Barclays may also transfer your information to any Barclays Group company and/or any third parties (for example, insurers,

banks and new Barclays Group companies following a business transfer or merger) in order to Process your personal information for the

Agreed Purposes. 

(b)

You agree to provide your personal information to the Company and the Barclays Group and consent to the Processing of that

information for the Agreed Purposes. This may include transfers to recipients based in another country to your place of appointment

(either within or outside the EEA).

This letter and enclosures set out the main terms of your appointment and on acceptance will constitute a contract for services. 

Please confirm your acceptance of the appointment as set out in this letter by signing and returning the enclosed duplicate letter. If I can help with

any further information, please do not hesitate to contact me. 

Yours sincerely,

Stephen Shapiro

Group Company Secretary

Barclays PLC

Enclosures:

●

Role Profile for BPLC Chairman and non -executive directors

●

Dates for 2018 and 2019 BPLC Board and Committee meetings 

I agree to the terms and conditions of my appointment as set out in this letter dated _____________ 2018.

Signed: 

Name: 

Date: