Bond Lloyds Bank Group 4.65% ( US53944YAB92 ) in USD

Lloyds Bank Group

99.4288 % ▼

United Kingdom

US53944YAB92 ( in USD )

4.65% per year ( payment 2 times a year)

23/03/2026

Prospectus brochure of the bond Lloyds Banking Group US53944YAB92 en USD 4.65%, maturity 23/03/2026

53944YAB9

BBB- ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

24/09/2025 ( In 102 days )

Lloyds Banking Group is a major British multinational banking and financial services corporation, offering a range of products and services to personal and corporate customers through its various brands, including Lloyds Bank, Halifax, and Bank of Scotland.

The Bond issued by Lloyds Bank Group ( United Kingdom ) , in USD, with the ISIN code US53944YAB92, pays a coupon of 4.65% per year.
The coupons are paid 2 times per year and the Bond maturity is 23/03/2026

The Bond issued by Lloyds Bank Group ( United Kingdom ) , in USD, with the ISIN code US53944YAB92, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Lloyds Bank Group ( United Kingdom ) , in USD, with the ISIN code US53944YAB92, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Filed pursuant to Rule 424(b)(2)
Registration Nos. 333-189150
333-189150-01

PROSPECTUS SUPPLEMENT
(to prospectus dated June 7, 2013)

$1,500,000,000
Lloyds Banking Group plc
4.650% Fixed Rate Subordinated Debt Securities due 2026

The 4.650% Fixed Rate Subordinated Debt Securities due 2026 (the "Subordinated Notes") will bear interest at a rate of 4.650% per year. From
and including the date of issuance, interest will be paid on the Subordinated Notes on March 24 and September 24 of each year, beginning on September
24, 2016. The Subordinated Notes will be due on March 24, 2026.

The Subordinated Notes will be issued in denominations of $200,000 and in multiples of $1,000 in excess thereof.

The Subordinated Notes will constitute our direct, unconditional, unsecured and subordinated obligations ranking pari passu without any
preference among themselves and ranking junior in right of payment to the claims of any existing and future unsecured and unsubordinated
indebtedness. In a winding up, all amounts due in respect of or arising under (including any damages awarded for breach of any obligations under) the
Subordinated Notes will be subordinated to, and subject in right of payment to the prior payment in full of, all claims of all Senior Creditors (as defined
herein).

Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the
Subordinated Notes, by purchasing or acquiring the Subordinated Notes, each holder (including each beneficial owner) of the Subordinated
Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power (as defined below) by the relevant
U.K. resolution authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the
Subordinated Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes into shares or
other securities or other obligations of LBG or another person; and/or (iii) the amendment or alteration of the maturity of the Subordinated
Notes, or amendment of the amount of interest due on the Subordinated Notes, or the dates on which interest becomes payable, including by
suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the
Subordinated Notes solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. With respect to (i),
(ii) and (iii) above, references to principal and interest shall include payments of principal and interest that have become due and payable
(including principal that has become due and payable at the maturity date), but which have not been paid, prior to the exercise of any U.K.
bail-in power. Each holder and beneficial owner of the Subordinated Notes further acknowledges and agrees that the rights of the holders
and/or beneficial owners under the Subordinated Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of
any U.K. bail-in power by the relevant U.K. resolution authority.
For these purposes, a "U.K. bail-in power" is any write-down and/or conversion power existing from time to time under any laws,
regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms
incorporated in the United Kingdom in effect and applicable in the United Kingdom to LBG or other members of the Group (as defined
herein), including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the
context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery
and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution regime under the Banking Act 2009, as
the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act 2013 (the
"Banking Reform Act 2013"), secondary legislation or otherwise, the "Banking Act"), pursuant to which obligations of a bank, banking group
company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, amended, transferred and/or converted into
shares or other securities or obligations of the obligor or any other person (and a reference to the "relevant U.K. resolution authority" is to any
authority with the ability to exercise a U.K. bail-in power).
By purchasing or acquiring the Subordinated Notes, each holder and beneficial owner of the Subordinated Notes, to the extent permitted
by the Trust Indenture Act of 1939, as amended (the "TIA"), waives any and all claims against the Trustee (as defined below) for, agrees not to
initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains
from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to
the Subordinated Notes.

We may redeem the Subordinated Notes, in whole but not in part, at any time at 100% of their principal amount plus accrued and unpaid
interest (if any) (i) upon the occurrence of certain tax events or (ii) upon occurrence of certain regulatory events, subject to the conditions described in
this prospectus supplement and the accompanying prospectus. See "Description of the Subordinated Notes--Conditions to Redemption and
Repurchases".
We intend to apply to list the Subordinated Notes on the New York Stock Exchange in accordance with its rules.
Investing in the Subordinated Notes involves risks. See "Risk Factors" beginning on page S-8 of this prospectus supplement and as
incorporated by reference herein.

By purchasing or acquiring the Subordinated Notes, each holder and beneficial owner shall also be deemed to have (i) consented to the exercise of
any U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power
with respect to the Subordinated Notes and (ii) authorized, directed and requested The Depository Trust Company ("DTC") and any direct participant in
DTC or other intermediary through which it holds such Subordinated Notes to take any and all necessary action, if required, to implement the exercise
of any U.K. bail-in power with respect to the Subordinated Notes as it may be imposed, without any further action or direction on the part of such holder
or beneficial owner or the Trustee.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a
criminal offense.
Underwriting
Proceeds to us (before

Price to Public
Discount
expenses)
Per Subordinated Note .......................................................................................
99.770%
0.500% 99.270%
Total ....................................................................................................................
$1,496,550,000 $7,500,000 $1,489,050,000

The initial public offering price set forth above does not include accrued interest, if any. Interest on the Subordinated Notes will accrue from the
date of issuance, which is expected to be March 24, 2016. See "Underwriting".

We may use this prospectus supplement and the accompanying prospectus in the initial sale of the Subordinated Notes. In addition, Lloyds
Securities Inc. or another of our affiliates may use this prospectus supplement and the accompanying prospectus in a market-making transaction in the
Subordinated Notes after their initial sale. In connection with any use of this prospectus supplement and the accompanying prospectus by Lloyds
Securities Inc. or another of our affiliates, unless we or our agent informs you otherwise in your confirmation of sale, you may assume this prospectus
supplement and the accompanying prospectus is being used in a market-making transaction.

We expect that the Subordinated Notes will be ready for delivery through the book-entry facilities of The Depository Trust Company and its
participants including Clearstream Banking, S.A. ("Clearstream Luxembourg") and Euroclear Bank S.A./N.V. ("Euroclear") on or about March 24,
2016.

Joint Bookrunning Managers
BofA Merrill Lynch
Goldman, Sachs & Co.
J.P. Morgan
Lloyds Securities

Prospectus Supplement dated March 17, 2016

TABLE OF CONTENTS

Prospectus Supplement
Page
About this Prospectus Supplement ............................................................................................................................. S-i
Incorporation of Information by Reference ............................................................................................................... S-ii
Forward-Looking Statements .................................................................................................................................... S-ii
Summary.................................................................................................................................................................... S-1
Risk Factors ............................................................................................................................................................... S-8
Use of Proceeds ....................................................................................................................................................... S-15
Capitalization of the Group ..................................................................................................................................... S-15
Ratio of Earnings to Fixed Charges ......................................................................................................................... S-15
Description of the Subordinated Notes .................................................................................................................... S-16
Certain U.K. and U.S. Federal Tax Consequences .................................................................................................. S-27
Underwriting ............................................................................................................................................................ S-31
Legal Opinions ........................................................................................................................................................ S-35
Experts ..................................................................................................................................................................... S-35

Prospectus
About this Prospectus .................................................................................................................................................... 1
Use of Proceeds ............................................................................................................................................................. 1
Lloyds Banking Group plc............................................................................................................................................. 1
Lloyds TSB Bank plc .................................................................................................................................................... 2
Description of Debt Securities ....................................................................................................................................... 2
Description of Preference Shares ................................................................................................................................. 16
Description of American Depositary Shares................................................................................................................ 21
Plan of Distribution ..................................................................................................................................................... 28
Legal Opinions ............................................................................................................................................................ 29
Experts ......................................................................................................................................................................... 29
Enforcement of Civil Liabilities .................................................................................................................................. 29
Where You Can Find More Information ..................................................................................................................... 30
Incorporation of Documents by Reference .................................................................................................................. 30
Cautionary Statement on Forward-Looking Statements .............................................................................................. 31

You should rely only on the information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus (including any free writing prospectus issued or authorized by
us). Neither we nor the underwriters have authorized anyone to provide you with different information.
Neither we nor the underwriters are making an offer of these securities in any state or jurisdiction where the
offer is not permitted. You should assume that the information contained in this prospectus supplement, the
accompanying prospectus and the documents incorporated by reference is accurate only as of their respective
dates.
ABOUT THIS PROSPECTUS SUPPLEMENT
In this prospectus supplement, we use the following terms:
·
"we," "us," "our," "LBG" and "Lloyds Banking Group" mean Lloyds Banking Group plc;
·
"Group" means Lloyds Banking Group plc together with its subsidiaries and associated undertakings;
·
"SEC" refers to the Securities and Exchange Commission;
S-i

·
"pounds sterling", "£" and "p" refer to the currency of the United Kingdom;
·
"dollars" and "$" refer to the currency of the United States; and
·
"euro" and "" refer to the currency of the member states of the European Union ("EU") that have adopted
the single currency in accordance with the treaty establishing the European Community, as amended.
INCORPORATION OF INFORMATION BY REFERENCE
LBG files annual, semi-annual and special reports and other information with the Securities and Exchange
Commission. You may read and copy any document that LBG files with the SEC at the SEC's Public Reference
Room, 100 F Street, N.E., Washington, D.C. 20549. You can call the SEC on 1-800-SEC-0330 for further
information on the Public Reference Room. The SEC's website, at http://www.sec.gov, contains, free of charge,
reports and other information in electronic form that we have filed. You may also request a copy of any filings
referred to below (excluding exhibits) at no cost, by contacting us at 25 Gresham Street, London EC2V 7HN,
England, telephone +44 207 626 1500.
The SEC allows us to incorporate by reference much of the information that we file with them. This means:
·
incorporated documents are considered part of this prospectus supplement;
·
we can disclose important information to you by referring you to these documents; and
·
information that we file with the SEC will automatically update and supersede this prospectus supplement.
We incorporate by reference (i) LBG's Annual Report on Form 20-F for the year ended December 31, 2015
filed with the SEC on March 8, 2016, (ii) LBG's report on Form 6-K filed with the SEC on March 8, 2016
disclosing the ratio of earnings to fixed charges and the ratio of earnings to combined fixed charges and preference
dividends, and (iii) LBG's report on Form 6-K filed with the SEC on March 8, 2016 disclosing the Group's
capitalization and indebtedness on a consolidated basis as at December 31, 2015.
We also incorporate by reference in this prospectus supplement and the accompanying prospectus any future
documents we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), from the date of this prospectus supplement until the offering contemplated
in this prospectus supplement is completed. Reports on Form 6-K that we may furnish to the SEC after the date of
this prospectus supplement (or portions thereof) are incorporated by reference in this prospectus supplement only to
the extent that the report expressly states that it is (or such portions are) incorporated by reference in this prospectus
supplement.
FORWARD-LOOKING STATEMENTS
From time to time, we may make statements, both written and oral, regarding assumptions, projections,
expectations, intentions or beliefs about future events. These statements constitute "forward-looking statements" for
purposes of the Private Securities Litigation Reform Act of 1995. We caution that these statements may and often
do vary materially from actual results. Accordingly, we cannot assure you that actual results will not differ
materially from those expressed or implied by the forward-looking statements. You should read the sections entitled
"Risk Factors" in this prospectus supplement and "Forward-Looking Statements" in our Annual Report on Form 20-
F for the year ended December 31, 2015, which is incorporated by reference herein.
We do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, forward-
looking events discussed in this prospectus supplement or any information incorporated by reference, might not
occur.
S-ii

SUMMARY
The following is a summary of this prospectus supplement and should be read as an introduction to, and in
conjunction with, the remainder of this prospectus supplement, the accompanying prospectus and any documents
incorporated by reference therein. You should base your investment decision on a consideration of this prospectus
supplement, the accompanying prospectus and any documents incorporated by reference therein, as a whole. Words
and expressions defined in "Description of the Subordinated Notes" below shall have the same meanings in this
summary.

The Issuer

Lloyds Banking Group plc was incorporated as a public limited company and registered in Scotland under the
UK Companies Act 1985 on October 21, 1985 (registration number 95000). Lloyds Banking Group plc's registered
office is at The Mound, Edinburgh EH1 1YZ, Scotland, and its principal executive offices in the U.K. are located at
25 Gresham Street, London EC2V 7HN, United Kingdom, telephone number +44 (0) 20 7626 1500. For further
information relating to LBG, please refer to our Annual Report on Form 20-F for the fiscal year ended December 31,
2015.

The Subordinated Notes

Issuer
Lloyds Banking Group plc
Subordinated Notes
$1,500,000,000 aggregate principal amount of 4.650% Fixed Rate
Subordinated Debt Securities due 2026 (the "Subordinated Notes").
Issue Date
March 24, 2016
Maturity
We will pay the Subordinated Notes at 100% of their principal amount plus
accrued interest on March 24, 2026, subject to any early redemption as
described in "Description of the Subordinated Notes--Tax Redemption" and
"--Redemption due to a Capital Disqualification Event".
Interest Rate
The Subordinated Notes will bear interest at a rate of 4.650% per annum.
Interest Payment Dates
Every March 24 and September 24, commencing on September 24, 2016,
up to and including the maturity date or, if earlier, the date fixed for
redemption.
Regular Record Dates
Interest will be paid to holders of record of the Subordinated Notes in
respect of the principal amount thereof outstanding 15 calendar days
preceding the relevant Interest Payment Date, whether or not a Business
Day (as defined herein).
Business Day Convention
Following, unadjusted
Day Count Basis
30/360
Ranking
The Subordinated Notes will be direct, unconditional, unsecured and
subordinated obligations ranking pari passu in right of payment among
themselves and ranking junior in right of payment to the claims of any
existing and future unsecured and unsubordinated indebtedness. In a
winding up or in the event that an administrator has been appointed in
respect of us and notice has been given that it intends to declare and
S-1

distribute a dividend, all amounts due in respect of or arising under
(including any damages awarded for breach of any obligations under) the
Subordinated Notes will be subordinated to, and subject in right of payment
to the prior payment in full of, all claims of all Senior Creditors. The rights
and claims of the holders of the Subordinated Notes shall rank at least pari
passu with the claims of holders of all obligations of the Issuer which
constitute, or would but for any applicable limitation on the amount of such
capital constitute, Tier 2 Capital of the Issuer and in priority to (1) the
claims of holders of all obligations of the Issuer which constitute Tier 1
Capital of the Issuer, (2) the claims of holders of all undated or perpetual
subordinated obligations of the Issuer and (3) the claims of holders of all
share capital of the Issuer. In addition, because we are a holding company,
our rights to participate in the assets of any subsidiary if it is liquidated will
be subject to the prior claims of its creditors, including in the case of bank
subsidiaries, their depositors, except to the extent that we may be a creditor
with recognized claims against the subsidiary.
Agreement with Respect to the
Notwithstanding any other agreements, arrangements, or understandings
Exercise of U.K. Bail-in Power
between us and any holder or beneficial owner of the Subordinated Notes,
by purchasing or acquiring the Subordinated Notes, each holder (including
each beneficial owner) of the Subordinated Notes acknowledges, accepts,
agrees to be bound by and consents to the exercise of any U.K. bail-in
power (as defined below) by the relevant U.K. resolution authority that may
result in (i) the reduction or cancellation of all, or a portion, of the principal
amount of, or interest on, the Subordinated Notes; (ii) the conversion of all,
or a portion, of the principal amount of, or interest on, the Subordinated
Notes into shares or other securities or other obligations of LBG or another
person; and/or (iii) the amendment or alteration of the maturity of the
Subordinated Notes, or amendment of the amount of interest due on the
Subordinated Notes, or the dates on which interest becomes payable,
including by suspending payment for a temporary period; which U.K. bail-
in power may be exercised by means of variation of the terms of the
Subordinated Notes solely to give effect to the exercise by the relevant U.K.
resolution authority of such U.K. bail-in power. With respect to (i), (ii) and
(iii) above, references to principal and interest shall include payments of
principal and interest that have become due and payable (including
principal that has become due and payable at the maturity date), but which
have not been paid, prior to the exercise of any U.K. bail-in power. Each
holder and beneficial owner of the Subordinated Notes further
acknowledges and agrees that the rights of the holders and/or beneficial
owners under the Subordinated Notes are subject to, and will be varied, if
necessary, solely to give effect to, the exercise of any U.K. bail-in power by
the relevant U.K. resolution authority.
For these purposes, a "U.K. bail-in power" is any write-down and/or
conversion power existing from time to time under any laws, regulations,
rules or requirements relating to the resolution of banks, banking group
companies, credit institutions and/or investment firms incorporated in the
United Kingdom in effect and applicable in the United Kingdom to LBG or
other members of the Group, including but not limited to any such laws,
regulations, rules or requirements which are implemented, adopted or
enacted within the context of a European Union directive or regulation of
S-2

the European Parliament and of the Council establishing a framework for
the recovery and resolution of credit institutions and investment firms
and/or within the context of a U.K. resolution regime under the Banking
Act as the same has been or may be amended from time to time (whether
pursuant to the Banking Reform Act 2013, secondary legislation or
otherwise), pursuant to which obligations of a bank, banking group
company, credit institution or investment firm or any of its affiliates can be
reduced, cancelled, amended, transferred and/or converted into shares or
other securities or obligations of the obligor or any other person (and a
reference to the "relevant U.K. resolution authority" is to any authority with
the ability to exercise a U.K. bail-in power).
According to the principles contained in the BRRD and the amendments to
the Banking Act by way of the Banking Reform Act 2013, we expect that the
relevant U.K. resolution authority would exercise its U.K. bail-in powers in
respect of the Subordinated Notes having regard to the hierarchy of
creditor claims upon an insolvency of the Issuer (with the exception of
excluded liabilities) and that the claims of holders of the Subordinated
Notes would be treated equally in respect of the exercise of the U.K. bail-in
powers with all other claims that would rank pari passu with the
Subordinated Notes upon an insolvency of the Issuer.
No repayment of the principal amount of the Subordinated Notes or
payment of interest on the Subordinated Notes shall become due and
payable after the exercise of any U.K. bail-in power by the relevant U.K.
resolution authority unless, at the time that such repayment or payment,
respectively, is scheduled to become due, such repayment or payment
would be permitted to be made by us under the laws and regulations of the
U.K. and the European Union applicable to us and the Group.
By purchasing or acquiring the Subordinated Notes, each holder and
beneficial owner of the Subordinated Notes: (i) acknowledges and agrees
that the exercise of the U.K. bail-in power by the relevant U.K. resolution
authority with respect to the Subordinated Notes shall not give rise to a
default or event of default for purposes of Section 315(b) (Notice of
Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the
TIA; and (ii) to the extent permitted by the TIA, waives any and all claims
against the Trustee for, agrees not to initiate a suit against the Trustee in
respect of, and agrees that the Trustee shall not be liable for, any action that
the Trustee takes, or abstains from taking, in either case in accordance with
the exercise of the U.K. bail-in power by the relevant U.K. resolution
authority with respect to the Subordinated Notes.
By purchasing or acquiring the Subordinated Notes, each holder and
beneficial owner shall also be deemed to have (i) consented to the exercise
of any U.K. bail-in power as it may be imposed without any prior notice by
the relevant U.K. resolution authority of its decision to exercise such power
with respect to the Subordinated Notes and (ii) authorized, directed and
requested DTC and any direct participant in DTC or other intermediary
through which it holds such Subordinated Notes to take any and all
necessary action, if required, to implement the exercise of any U.K. bail-in
power with respect to the Subordinated Notes as it may be imposed, without
any further action or direction on the part of such holder or beneficial owner
S-3

or the Trustee.
Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution
authority with respect to the Subordinated Notes, we shall provide a written
notice to DTC as soon as practicable regarding such exercise of the U.K.
bail-in power for purposes of notifying holders of such occurrence. We
shall also deliver a copy of such notice to the Trustee for information
purposes.
For a discussion of certain risk factors relating to the U.K. bail-in power,
see "Risk Factors--Risks relating to the Subordinated Notes".
Repayment of Principal and
No repayment of the principal amount of the Subordinated Notes or
Payment of Interest After
payment of interest on the Subordinated Notes shall become due and
Exercise of U.K. Bail-in Power
payable after the exercise of any U.K. bail-in power by the relevant U.K.
resolution authority unless, at the time that such repayment or payment,
respectively, is scheduled to become due, such repayment or payment
would be permitted to be made by us under the laws and regulations of the
United Kingdom and the European Union applicable to us and the Group.
Additional Issuances
We may, without the consent of the holders of the Subordinated Notes,
issue additional notes having the same ranking and same interest rate,
maturity date, redemption terms and other terms as the Subordinated Notes
described in this prospectus supplement except for the price to the public
and issue date, provided however that such additional notes must be
fungible with the outstanding Subordinated Notes for U.S. federal income
tax purposes. See "Description of the Subordinated Notes--Additional
Issuances" in this prospectus supplement.
Tax Redemption
If at any time a Tax Event has occurred with respect to the Subordinated
Notes, LBG may, subject to the satisfaction of the conditions described
under "Description of the Subordinated Notes--Tax Redemption" and "--
Conditions to Redemption and Repurchases" below, redeem the
Subordinated Notes in whole but not in part at any time at 100% of their
principal amount, together with any accrued interest to, but excluding, the
date fixed for redemption.
A "Tax Event" is deemed to have occurred if:
(1) as a result of a Tax Law Change, in making any payments on the
Subordinated Notes, LBG has paid or will or would on the next payment
date be required to pay any Additional Amounts to any holder pursuant to
"Description of the Subordinated Notes--Payment of Additional
Amounts"; and/or
(2) a Tax Law Change would:
(i) result in LBG not being entitled to claim a deduction in respect of
any payments in respect of the Subordinated Notes in computing
LBG's taxation liabilities or materially reduce the amount of such
deduction;
(ii) prevent the Subordinated Notes from being treated as loan
relationships for United Kingdom tax purposes;
S-4

(iii) as a result of the Subordinated Notes being in issue, result in LBG
not being able to have losses or deductions set against the profits or
gains, or profits or gains offset by the losses or deductions, of
companies with which it is or would otherwise be so grouped for
applicable United Kingdom tax purposes (whether under the group
relief system current as of the date of issue of the Subordinated Notes
or any similar system or systems having like effect as may from time
to time exist);
(iv) result in a United Kingdom tax liability, or the receipt of income
or profit which would be subject to United Kingdom tax, in respect of
a write-down of the principal amount of the Subordinated Notes or the
conversion of the Subordinated Notes into shares or other obligations
of LBG; or
(v) result in a Subordinated Note or any part thereof being treated as a
derivative or an embedded derivative for United Kingdom tax
purposes,
in each case, provided that, LBG could not avoid the foregoing in
connection with the Subordinated Notes by taking measures reasonably
available to it.
"Tax Law Change" means a change in or amendment to, the laws or
regulations of the United Kingdom, or any political subdivision or authority
therein or thereof, having the power to tax, including any treaty to which the
United Kingdom is a party, or any change in any generally published
application or interpretation of such laws, including a decision of any court
or tribunal, or any change in the generally published application or
interpretation of such laws by any relevant tax authority or any generally
published pronouncement by any tax authority, which change, amendment
or pronouncement (x) (subject to (y)) becomes effective on or after the issue
date, or (y) in the case of a change in law, is enacted by United Kingdom
Act of Parliament or implemented by statutory instrument, on or after the
issue date.
Regulatory Redemption
We may redeem the Subordinated Notes at any time, in whole but not in
part, at 100% of their principal amount plus accrued and unpaid interest,
upon the occurrence of a Capital Disqualification Event, as defined under
"Description of the Subordinated Notes", that results in the principal
amount of the Subordinated Notes being fully excluded from inclusion in
the Group's Tier 2 capital, as described under "Description of the
Subordinated Notes--Redemption due to a Capital Disqualification Event"
in this prospectus supplement. Any such right of redemption will be subject
to the conditions set forth under "Description of the Subordinated Notes--
Conditions to Redemption and Repurchases" in this prospectus supplement.
Purchases of the Subordinated
We may at any time, and from time to time, purchase Subordinated Notes in
Notes
the open market, by tender or by private agreement. Any such purchases
will be subject to the conditions set forth below under "Description of the
Subordinated Notes--Conditions to Redemption and Repurchases" in this
prospectus supplement.
S-5

Book-Entry Issuance, Settlement
We will issue the Subordinated Notes in fully registered form in
and Clearance
denominations of $200,000 and integral multiples of $1,000 in excess
thereof. The Subordinated Notes will be represented by one or more global
securities registered in the name of a nominee of DTC. You will hold
beneficial interests in the Subordinated Notes through DTC and its direct
and indirect participants, including Euroclear and Clearstream Luxembourg,
and DTC and its direct and indirect participants will record your beneficial
interest on their books. We will not issue certificated notes as described in
the accompanying prospectus. Settlement of the Subordinated Notes will
occur through DTC in same day funds. For information on DTC's book-
entry system, see "Description of Debt Securities--Form of Debt Securities;
Book-Entry System" in the accompanying prospectus.
CUSIP
53944YAB9
ISIN
US53944YAB92
Common Code
138616169
Listing and Trading
We intend to apply to list the Subordinated Notes on the New York Stock
Exchange in accordance with its rules.
Trustee and Principal Paying
The Bank of New York Mellon, acting through its London office, a banking
Agent
corporation duly organized and existing under the laws of the State of New
York, as trustee, having its Corporate Trust Office at One Canada Square,
London E14 5AL, United Kingdom, will act as the trustee and initial
principal paying agent for the Subordinated Notes.
Timing and Delivery
We currently expect delivery of the Subordinated Notes to occur on March
24, 2016, which will be the fifth Business Day following the pricing of the
Subordinated Notes (such settlement cycle being referred to as "T+5").
Trades in the secondary market generally are required to settle in three
Business Days, unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade Subordinated Notes
on the date of pricing or the next succeeding Business Day will be required,
by virtue of the fact that the Subordinated Notes initially will settle in T+5,
to specify an alternate settlement cycle at the time of any such trade to
prevent a failed settlement. Purchasers of Subordinated Notes who wish to
trade Subordinated Notes on the date of pricing or the next Business Day
should consult their own advisors.
Use of Proceeds
We intend to use the net proceeds of the offering for general corporate
purposes. See "Use of Proceeds".
Joint Bookrunning Managers
Goldman, Sachs & Co.
J.P. Morgan Securities LLC
Lloyds Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Conflict of Interest
A conflict of interest (as defined by Rule 5121 of FINRA) may exist as
Lloyds Securities Inc., an affiliate of the Issuer, may participate in the
distribution of the Subordinated Notes. For further information, see
"Underwriting".
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