Barclays eo nerve presentation 4-20-2012

Wealth and Investment Management

PPT-0018-04-18-2012

Wealth Structuring for EntrepreneursEO 2012 NERVE Conference

Atlanta, GA

Christopher Johnson

Director, Wealth Advisory

PPT-0018-04-18-2012

Barclays: A Leading Global Financial Services Organization*

Barclays legacy of trust, stability and effective risk management

• 320-year old UK bank

• A+/Aa3 credit rating2

• Entrusted with $2.4 trillion in client assets4

• Did not need government bail-out

Globally recognized Corporate and Investment Banking

Top ranked equity and fixed income institutional research3

• Among leaders in IPOs, debt underwriting, M&A, derivatives and trading across asset classes5

More than $250 billion in

client assets1

Operations in more than

20 countries

Investment management Brokerage Credit & Lending

Select group of experienced investment representatives

Each investment representative delivers our capabilities in a customized way to each client

Banking Trust services

Dedicated to supporting private investors’ needs:

Wealth and Investment

Management

References to “Barclays” refer to Barclays PLC and its subsidiaries. 1. Assets as of 12/31/2011. USD figures derived using exchange rate on 12/31/2011 of £1 GBP = $1.54408 . 2. Source: Bloomberg. S&P /Moody's rating as of 02/10/12. Ratings are of Barclays Bank PLC because it’s the legal entity from which debt is issued. Barclays Plc is the parent company from which debt is not currently issued. 3. Based on Institutional Investor’s 2011 “All-America Research Team” (Equity) and “All-America Fixed-Income Research Team” surveys, which poll industry representatives (See slide on Important Disclosures: Awards and Rankings for more details.) Awards and rankings referenced do not relate to investment advisory products or services offered by Wealth and Investment Management. 4. Barclays Plc assets as of 12/31/2011. USD figures derived as in footnote 1 above . 5. Please see the Appendix for specific Rankings. * Based on Barclays PLC reported total assets of $2.4 trillion in as of 12/31/2011. See Appendix for details. See important disclosures page at the back of this presentation.

The Gateway to Barclays for Private Clients: Wealth and Investment Management

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Wealth Advisory Offers Tailored Advice

Transaction Planning: Pre-IPO or Pre-Sale of a Business

Executive Option and Compensation Strategies

Business Succession Planning

Wealth Transfer (Estate and Gift Planning)

Philanthropy and Philanthropy-related Tax Issues

Insurance

The Personal Side of Wealth

Neither Barclays nor its employees renders tax or legal advice. Please consult with your accountant, tax advisor, and/or attorney for advice concerning your particular circumstances. This document is for information purposes only and it should not be regarded as an offer to sell or as a solicitation of an offer to buy insurance or the securities or other instruments mentioned in it. Neither Barclays nor its affiliated companies sell or solicit insurance. You should consult with your licensed insurance agent for further information on insurance products or services.

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Why Wealth Structuring Solutions Are Relevant Now

Only 3% of business owners had a succession plan in place as a part of their broader estate plan**

Given the current legislation in place, nearly ¼ of individuals had increased gifting practices to kids**

50% did not have any irrevocable trust in place (70% w/out an insurance trust, 90% w/out a charitable trust)**

27% of individuals had never discussed intergenerational wealth transfer with their investment representative**

* Data taken from Ledbury Research study for Barclays (Wealth Insights Brochure Volume 14) – Data as of February 2011 based upon a survey of hundreds of U.S. HNW individuals with $1.5mm+ in investable assets.** Data taken from a Phoenix Marketing International study for US Trust – Data as of February 2011 based upon a survey of 450 U.S. HNW individuals with $3mm+ in investible assets. Survey respondents were 50% ratio of men : women, average age of 61, 86% married, 81% with children.

Business succession planning is a fundamental reason to consider trust structuring

They should have a discussion with a Trust Specialist regarding funding a trust with the exemption amount

Insurance trusts & charitable trusts are effective structures to minimize the impact of tax while accomplishing goals

An asset “location” discussion should complement an investment allocation discussion

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Transactions can move quickly so settle the basics ahead of time

Seize discounts now

Estate planning = Tax minimization

Create an Investment and Tax Plan, including post lock-up selling strategies and liquidity plans

Planning Before the Sale or IPO of Your Business

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Gift Assets at Today’s Lower Value (“Life Planning”)

Annual Exclusion for Gifts

$13,000 per recipient per year ($26,000 with spouse)

Estate and Gift Tax ExclusionsPermits transfers during life of $5 million gift tax-free and at death

of $5million, reduced by lifetime gifts, estate tax-free

Charitable DeductionUnlimited tax-free transfers to qualified charities;

income tax deductions may be limited in certain situations

Direct Payments for Education / HealthcarePayments made directly to the provider for school

tuition or health care expenses are not considered taxable gifts

Marital DeductionUnlimited tax-free transfers to U.S. citizen spouse

Generation-Skipping Tax ExclusionTransfers to grandchildren and beyond are subject to a second,

separate level of transfer tax. There is a$5 million exclusion from this tax, although the gift

or estate tax will continue to apply

YOURASSETS

Non-taxable Transfers

All Other TransfersSubject to federal transfer tax (and where applicable, federal GST tax.

Certain states also assess a transfer tax)

How It WorksAny transfer of assets is taxable unless it falls within one of these

exclusions

Neither Barclays in the U.S. nor its Wealth and Investment Management employees in the U.S. render tax or legal advice. Please consult with your accountant, tax advisor, and/or attorney for advice concerning your particular circumstances.

What You Can Do: Grantor Retained Annuity Trusts (GRATs) Viable transfer tax strategy for an asset expected to significantly appreciate

Little or no gift tax will be due upon creation of GRAT- Better the performance, greater the value transferred, for little or no gift tax- If asset fails to appreciate, any gift tax paid will be wasted

Annuity paid to grantor “in kind” by asset distribution from GRAT with no income tax

Typically funded with a single stock position or a portfolio of securities

Usually structured for a term of 2 to 5 years

GRAT

Step 1: Contribute assets that are expected to appreciate

Grantor Beneficiaries

Step 2: GRAT pays an annuity back to grantor for term of trust

Step 3: At termination of GRAT, remainder of assets pass to beneficiaries with no additional gift or estate tax


How a GRAT Can Prove Beneficial - Sample

2-Year or 5-Year GRAT, funded with 1,000,000 shares at $10 per share ($10,000,000)

IRS rate of return (7520 rate) of 1.4% (for GRATs currently established)

Maximal possible annuity paid out to grantor (“zeroing out”)

Payments to the grantor invested in portfolio with same rate of return as GRAT assets

Scenarios are for illustrative purposes only and do not reflect actual performance. Note: Payments to the grantor are invested in a portfolio that has the same rate of return as assets in the GRAT.

5-Year GRAT 2-Year GRAT

Scenario 1 Scenario 2 Scenario 3 Scenario 4

Grantor: 10% Growth 12% Growth 10% Growth 12% GrowthNumber of Shares Returned 790,291 751,512 886,021 862,799Scenario Dollar Value Year 2 $10,720,849 $10,822,953Scenario Dollar Value Year 5 $12,727,709 $13,244,204

Beneficiaries: Number of Shares Received 209,709 248,488 113,979 137,201Scenario Dollar Value Year 2 $1,379,151 $1,721,047Scenario Dollar Value Year 5 $3,377,391 $4,379,213

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Trusts Can Help to Preserve Wealth for Generations A separate legal entity, created by a written agreement in which

ownership of property is transferred from one person (the grantor) to another (the trustee) to hold on behalf of a third person (the beneficiary)

Grantor defines trust goals, appoints trustee, funds the trust, and pays any gift tax

A trustee, in accordance with the terms of the trust agreement, controls the investment and distribution of assets

Flexible in Objectives and Distributions/Investments

Established during your lifetime (a trust agreement) or upon death (a will)

Applications of a Trust Structure Estate and intergenerational wealth transfer planning

Philanthropic planning

Retirement or legacy planning

In anticipation of a life-changing event (e.g. birth of a child)

When functioning as a business owner

Benefits of a Corporate Trustee Offers a perpetual & professional solution for trusteeship

Enables continuity of investment management

Provides objectivity as a proxy for family members

Can manage heavy administrative burdens

Offers a seamless coordination and execution of services


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Philanthropic Planning Options

Supporting Organization

CharitableLeadTrust

Charitable Remainder

Trust

Donor Advised Fund

Private Foundation

Public Charity

Potential Gifting Strategy

Vehicles for Granting

Factors to Considerin Donating

Maximum tax deduction

Irrevocable transfer

Immediate gift to charity

Desire to provide current charitable benefit

Retain long-term economic benefit for family

Tax-efficient wealth transfer

Retain current income interest

Long-term economic benefit to charity

Tax deferral on income and gains

Partial tax deduction

Maximum control over charitable grants

Long-term family involvement

Management responsibility

Ease of administration

Less control over disbursements

Greater tax deductibility


Dedication to a specific charity


Greater degree of control (compared to public charity) over disbursements

DonorOutright

Gift


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Important Disclosures – Products/Services Accessed Through Wealth and Investment Management

“Barclays” refers to any company in the Barclays PLC group of companies. Barclays offers wealth management products and services to its clients through Barclays Bank PLC ("BBPLC") and functions in the United States through Barclays Capital Inc. ("BCI"), an affiliate of BBPLC. BCI is a registered broker dealer and investment adviser, regulated by the U.S. Securities and Exchange Commission, with offices at 200 Park Avenue, New York, New York 10166. Member FINRA and SIPC. BBPLC, registered in England and Wales (no. 1026167), has a registered office at 1 Churchill Place, London, E14 5HP, United Kingdom, and is regulated by the Financial Services Authority.

Barclays undertakes its U.S. securities and investment banking business in the name of its wholly-owned subsidiary Barclays Capital Inc. Barclays offers corporate banking products and services, and investment banking products and services outside the U.S., to its clients through Barclays Bank PLC. Barclays Bank PLC is authorized and regulated by the UK Financial Services Authority and a member of the London Stock Exchange. Barclays Bank PLC is registered in England No. 1026167. Registered Office: 1 Churchill Place, London E14 5HP.

Mortgage loans in the U.S. are offered by Barclays Bank Delaware (NMLS ID: 507331), Member FDIC. Equal Housing Lender. All mortgage loans are subject to credit and property approval. Not all products are available in all states or for all loan amounts. Other restrictions and limitations apply. Barclays Bank Delaware only originates mortgage loans within the United States of America. Barclays Bank Delaware affiliates originate mortgage loans for properties abroad. A relationship with the Wealth and Investment Management division of Barclays does not have to be established or maintained to obtain the products or pricing offered by Barclays Bank Delaware.

Custom Credit Loans are made by Barclays Bank, PLC, New York Branch. Bank regulations require that the loan review and approval proves to be independent of, and cannot be impacted by, brokerage/investment-related matters or other business dealings.

Funds on deposit at Program Banks through the CDARS program are eligible for deposit insurance by the FDIC, but are not covered by the Securities Investor Protection Corporation (“SIPC”). In the event that an FDIC-insured institution fails financially, deposits at that bank are eligible for FDIC insurance protection up to a limit of $250,000 (for individual, IRA and certain self-directed retirement accounts) and up to a limit of $250,000 per joint owner for accounts held jointly by two or more individuals. A significant loss of principal could result if your CDs are sold prior to maturity. There is no secondary market for your CDs issued through CDARS.

Wealth and Investment Management (functioning through Barclays Capital Inc. in the U.S), has arranged with PNC Bank, NA (“PNC”) for the issuance of Check writing privileges and Visa® cards to its clients. When you use your Checks or Cards, you will be accessing the Available Balance in your account with us. Your brokerage account with Wealth and Investment Management is not FDIC- insured.

In the U.S., Wealth and Investment Management deposits available cash for participating brokerage accounts into deposit accounts at banks in the IND Network. Each bank will receive up to $246,500 for individual, IRA and certain self-directed retirement accounts and $493,000 for joint accounts. When all the banks in the IND network have been filled in the applicable amount, Wealth and Investment Management will place excess funds in Barclays Bank Delaware, the excess bank, without limit. These excess funds will not be FDIC-insured.

Barclays Wealth Trustees (U.S.), N.A. (“BWT”) is a national bank limited to fiduciary activities, subject to regulation and examination by the Office of the Comptroller of the Currency (the “OCC”). BWT is an indirect, wholly-owned subsidiary of Barclays Bank PLC. ("BBPLC”) and an affiliate of Barclays Capital Inc. (“BCI”) and various other subsidiaries of, and entities affiliated with, BBPLC. Barclays offers wealth management products and services to its clients through BBPLC and functions in the United States through BCI, an affiliate of BBPLC. BCI is a registered broker dealer and investment advisor, regulated by the U.S. Securities and Exchange Commission, with offices at 200 Park Avenue, New York, New York 10166. Member FINRA and SIPC.

Securities, mutual funds and other non-deposit investments in your account are subject to investment risk, including possible loss of principal amounts invested, are not savings accounts, deposits or other obligations of, or guaranteed by BWT, and are not insured by the Federal Deposit Insurance Corporation, the Securities Investor Protection Corporation, or any other government agency.

[The value of investments made for your account may go down as well as up and is not guaranteed. BWT has not made and is not making any guarantees, including without limitation a guarantee as to any specific level of performance of your account. Investment decisions made on behalf of your account by BWT are subject to various market, currency, economic, and business risks as well as the risk that those investment decisions will not always be profitable. Past performance achieved by accounts supervised or managed by BWT may not be indicative of the future performance of your account.]

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Important Disclosures – Awards & Rankings

1. Institutional Investor’s (2011), “All-America Research Team” (Equity) and “All-America Fixed-Income Research Team” surveys, which poll industry group representatives. Rankings are based on the total number of individuals selected for each team. Survey results reflect the opinions of more than 3,500 buy-side analysts and portfolio managers at more than 1,000 institutions. Survey results reflect the opinions of more than 1,600 money managers and buy-side analysts at some 520 institutions. (44 teams).

2. Thomson Reuters, 4Q 2011. Managing Underwriters - Global Debt, Equity & Equity-related, Proceeds per Bookrunner. Database coverage includes all US public, Euro public and Rule 144a fee-eligible global debt transactions (including Global bonds, Euro/144a transactions, Yankee Bonds, Eurobonds, Foreign Bonds and preferred stock) as well as MBS, ABS & Taxable Munis. All Federal Credit Agency Debt, Proceeds per Bookrunner, (USD). All league tables are based on deal proceeds (total issue amount multiplied by the issue price) unless otherwise stated; and current data and previous year’s data is as of 9:00am EDT on December 31, 2011.

3. Thomson Reuters, 4Q 2011. US Municipal, Proceeds per Bookrunner (USD). Rankings and volume totals include all municipal new issues underwritten during the period from January 1, 2010 to December 31, 2010 and from January 1, 2011 to December 31, 2011, of which Thomson Reuters was made aware. Except where indicated, the rankings quoted above do not include short-term, preliminary, private placement or rank-ineligible issues.

4. Thomson Reuters, 4Q 2011 (Full Year 2011), M&A, Financial Advisors, Proceeds per bookrunner (USD). All league tables are based on deal proceeds (total issue amount or number of shares multiplied by the issue price) unless otherwise stated.

5. Greenwich Associates, Greenwich Share Leader, March 2011 - Firms named as Greenwich Leaders have distinguished themselves from their competitors by receiving GQI scores that exceed those of their competitors by a statistically significant margin. Greenwich Quality Index (GQI): The GQI is a statistically meaningful measurement of the quality of service provided by sellers of institutional financial services. It summarizes the qualitative evaluations provided by the users of financial products and services about their financial services providers into a single score. This score is normalized and transformed to a scale from 0 to 1,000, with a mean score of 500 and a standard deviation of 166.7. Firms earning distinction as a Greenwich Quality Leader have been recognized by their clients as providing the industry's best quality service in a range of financial services businesses including investment banking, commercial banking, fixed-income sales and trading, equities sales and trading, foreign exchange, retail structured products, commodities, convertible bonds, and investment management in the United States, Canada, U.K. Europe, and Asia (ex-Japan).

6. Interest Rate Derivatives House of the Year, Risk Awards, January 2011 & 7. Commodity House of the Year, Risk Awards, January 2011. - The Risk editorial team relied heavily on client feedback, a lot of time talking with risk managers, asking for demonstrations of risk systems and viewing risk reports. The judging period lasted three months between October and December 2009. Banks were asked to submit information on their business in each of the product categories in the 12 months to October 2009, and those firms or individuals on the shortlist then underwent a series of interviews. In many cases, Risk asked to see term sheets, risk systems and internal profit and loss figures for individual desks. Risk then performed a lengthy due diligence process, contacting banks’ clients to confirm trades took place and that customers were happy with the end results. In making the final decisions, a number of factors were considered, including (but not restricted to) risk management, customer service (in particular, helping clients replace hedges, restructure underwater positions and provide risk management advice), liquidity provision and quality of post-sales service.

* Thomson Reuters rankings are in the order of the volume of activity and market share of in 2011.

Awards below are associated with the Corporate and Investment Banking businesses of Barclays.

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Important Disclosures – About Ratings

Moody's ratings represent the opinion of Moody's Investors Service as to the relative creditworthiness of securities. As such, they should be used in conjunction with the descriptions and statistics appearing in Moody's publications. Reference should be made to these statements for information regarding the issuer. Moody's ratings are not commercial credit ratings. In no case is default or receivership to be imputed unless expressly stated.

Standard & Poor's credit ratings express forward-looking opinions about the creditworthiness of issuers and obligations. More specifically, Standard & Poor's credit ratings express a relative ranking of creditworthiness. Issuers and obligations with higher ratings are judged by us to be more creditworthy than issuers and obligations with lower credit ratings. Creditworthiness is a multi-faceted phenomenon. Although there is no "formula" for combining the various facets, our credit ratings attempt to condense their combined effects into rating symbols along a simple, one-dimensional scale. Indeed, as discussed below, the relative importance of the various factors may change in different situations. The term creditworthiness refers to the question of whether a bond or other financial instrument will be paid according to its contractual terms. At first blush, the idea of creditworthiness seems entirely straightforward.

A rating is not a recommendation to purchase, hold or sell an investment inasmuch as a rating does not comment as to investment return or suitability for a particular investor. The ratings assigned to the Bank address the likelihood of the payment of principal and interest on the Deposit Accounts according to their terms but are solely the view of the assigning rating agency and are subject to any limitations that the assigning rating agency may impose. Similar ratings on different types of investments do not necessarily mean the same thing. To the extent the Bank is rated by any rating agency, that rating agency may change its rating of the Bank if that rating agency believes that circumstances have changed, there were errors in analysis or otherwise.

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Important Disclosures – Disclaimers

Diversification does not protect against loss.

Investing in securities involves a certain amount of risk. You are urged to review all prospectuses and other offering information prior to investing. Past performance is not a guarantee of future performance.

This material is provided by Barclays for information purposes only, and does not constitute tax advice. Please consult with your accountant, tax advisor, and/or attorney for advice concerning your particular circumstances.

IRS Circular 230 Disclosure: BCI and its affiliates do not provide tax advice. Please note that (i) any discussion of US tax matters contained in this communication (including any attachments) cannot be used by you for the purpose of avoiding tax penalties; (ii) this communication was written to support the promotion or marketing of the matters addressed herein; and (iii) you should seek advice based on your particular circumstances from an independent tax advisor.


Barclays does not guarantee favorable investment outcomes. Nor does it provide any guarantee against investment losses.

“Barclays” refers to any company in the Barclays PLC group of companies.

Barclays offers wealth management products and services to its clients through Barclays Bank PLC ("BBPLC") and functions in the United States through Barclays Capital Inc. ("BCI"), an affiliate of BBPLC. BCI is a registered broker dealer and investment adviser, regulated by the U.S. Securities and Exchange Commission, with offices at 200 Park Avenue, New York, New York 10166. Member FINRA and SIPC.

Barclays Bank PLC, registered in England and Wales (no. 1026167), has a registered office at 1 Churchill Place, London, E14 5HP, United Kingdom, and is regulated by the Financial Services Authority.

BCI and/or its affiliates may make a market or deal as Principal in the securities mentioned in this document or in options or other derivatives based thereon. One or more directors, officers and/or employees of BCI or its affiliates may be a director of the issuer of the securities mentioned in this document. BCI or its affiliates may have managed or co-managed a public offering of securities within the prior three years for any issuer mentioned in this document.

©Copyright 2012.

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Barclays eo nerve presentation 4-20-2012