Bond Lloyd's Banking plc 13% ( XS0408620135 ) in GBP

Lloyd's Banking plc

100 % ⇌

Denmark

XS0408620135 ( in GBP )

13% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond Lloyds Bank PLC XS0408620135 en GBP 13%, maturity Perpetual

21/07/2025 ( In 64 days )

Lloyds Banking Group plc is a major British multinational banking and financial services corporation headquartered in London, offering a wide range of retail, commercial, and corporate banking services.

The Bond issued by Lloyd's Banking plc ( Denmark ) , in GBP, with the ISIN code XS0408620135, pays a coupon of 13% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual

Lloyds TSB Bank plc
(incorporated in England with limited liability under the Companies Act 1862 and the Companies Act 1985 with
registered number 2065)
Lloyds TSB Bank plc
£784,611,000 13 per cent. Step-Up Perpetual Capital Securities Callable 2019
£700,022,000 13 per cent. Step-Up Perpetual Capital Securities Callable 2029
532,111,000 13 per cent. Step-Up Perpetual Capital Securities Callable 2019
On 18 September 2008, the Board of HBOS plc ("HBOS") announced that it had reached agreement with Lloyds TSB Group plc (re-named Lloyds Banking Group
plc as at 16 January 2009) ("Lloyds TSB", the "Company" or the "Parent") on the terms of a recommended acquisition by Lloyds TSB of HBOS (the
"Acquisition"). The terms of the Acquisition were subsequently amended as announced on 13 October 2008 and approved by shareholders of Lloyds TSB and
HBOS on 19 November 2008 and 12 December 2008, respectively. Conditional upon the Acquisition becoming effective, Lloyds TSB Bank plc (the "Bank" or the
"Issuer") has made an offer to the holders of certain subordinated debt securities issued by members of the HBOS group, the Bank and the Company to exchange
such securities for the Capital Securities (as defined below) to be issued by the Bank (the "Exchange Offer").
This Prospectus relates to the Capital Securities to be issued by the Bank. The Capital Securities comprise £784,611,000 13 per cent. Step-Up Perpetual Capital
Securities Callable 2019 (the "Series A Sterling Capital Securities"), £700,022,000 13 per cent. Step-Up Perpetual Capital Securities Callable 2029 (the "Series B
Sterling Capital Securities") and 532,111,000 13 per cent. Step-Up Perpetual Capital Securities Callable 2019 (the "Euro Capital Securities" and, together with the
Series A Sterling Capital Securities and the Series B Sterling Capital Securities, the "Capital Securities"). The terms and conditions of the Capital Securities are set
out more fully in "Terms and Conditions of the Series A Sterling Capital Securities", "Terms and Conditions of the Series B Sterling Capital Securities" and "Terms
and Conditions of the Euro Capital Securities" (together, the "Terms and Conditions of the Capital Securities").
Interest on the Series A Sterling Capital Securities will be payable from and including 21 January 2009 to but excluding 22 January 2019 at the rate of 13 per cent.
per annum, semi-annually in arrear on 21 January and 21 July in each year, save that the twentieth Coupon Payment Date (as defined below) shall fall on 22 January
2019. Following 22 January 2019, the Series A Sterling Capital Securities will bear interest at a rate, reset every five years, of 14 per cent. per annum above the
gross redemption yield on a specified United Kingdom government security, payable semi-annually in arrear on 21 January and 21 July in each year, all as more
particularly described in "Terms and Conditions of the Series A Sterling Capital Securities 5. Coupon Payments".
Interest on the Series B Sterling Capital Securities will be payable from and including 21 January 2009 to but excluding the 22 January 2029 at the rate of 13 per
cent. per annum, semi-annually in arrear on 21 January and 21 July in each year, save that the fortieth Coupon Payment Date (as defined below) shall fall on 22
January 2029. Following 22 January 2029, the Series B Sterling Capital Securities will bear interest at a rate, reset every five years, of 13.40 per cent. per annum
above the gross redemption yield on a specified United Kingdom government security, payable semi-annually in arrear on 21 January and 21 July in each year, all as
more particularly described in "Terms and Conditions of the Series B Sterling Capital Securities 5. Coupon Payments".
Interest on the Euro Capital Securities will be payable from and including 21 January 2009 to but excluding the 22 January 2019 at the rate of 13 per cent. per
annum, semi-annually in arrear on 21 January and 21 July in each year, save that the twentieth Coupon Payment Date (as defined below) shall fall on 22 January
2019. Following 22 January 2019, the Euro Capital Securities will bear interest at a rate reset quarterly of 14 per cent. per annum above the Euro-zone interbank
offered rate for three-month euro deposits payable quarterly in arrear on the Coupon Payment Dates (as defined in "Terms and Conditions of the Euro Capital
Securities") falling in 21 January, 21 April, 21 July and 21 October in each year, all as more particularly described in "Terms and Conditions of the Euro Capital
Securities 5. Coupon Payments".
Coupon Payments (as defined in the Terms and Conditions of the Capital Securities) may be deferred as described in Condition 4 "Coupon Deferral" of the Terms
and Conditions of the Capital Securities and are subject to the condition to payment set out in Condition 2 "Status and Subordination" of the Terms and Conditions
of the Capital Securities. Payments in respect of the Capital Securities will be made without withholding or deduction for, or on account of, taxes of the United
Kingdom, unless such deduction is required by law. In the event that any such withholding or deduction is made, the Capital Securities will be subject to grossing up
by the Issuer, subject to certain exceptions as are more fully described under Condition 10 "Taxation" of the Terms and Conditions of the Capital Securities.
Subject to giving prior written notice to, and receiving no objection from, the Financial Services Authority (the "FSA"), the Series A Sterling Capital Securities, the
Series B Sterling Capital Securities and the Euro Capital Securities will be redeemable (at the option of the Issuer) in whole but not in part at their principal amount
on 22 January 2019, 22 January 2029 and 22 January 2019, respectively, or in the case of the Series A Sterling Capital Securities and the Series B Sterling Capital
Securities, on the Coupon Payment Dates falling on each respective fifth anniversary of such dates thereafter, and in the case of the Euro Capital Securities, on any
relevant Coupon Payment Date thereafter. In addition, upon the occurrence of a Tax Event or a Regulatory Event (each as defined in the Terms and Conditions of
the Capital Securities), the Capital Securities may (i) be substituted for, or have their terms varied so that they become, alternative Qualifying Tier 1 Securities or
Qualifying Upper Tier 2 Securities (each as defined in the Terms and Conditions of the Capital Securities), or (ii) be redeemed, at the amounts specified, and
otherwise more particularly described in Condition 7 "Redemption, Substitution, Variation or Purchase" of the Terms and Conditions of the Capital Securities. The
Capital Securities will be unsecured securities of the Issuer and will be subordinated to the claims of all creditors.
Applications have been made to the FSA in its capacity as competent authority under the Financial Services and Markets Act 2000 (the "UK Listing Authority") for
the Capital Securities to be admitted to the official list of the UK Listing Authority (the "Official List") and to the London Stock Exchange plc (the "London Stock
Exchange") for such Capital Securities to be admitted to trading on the London Stock Exchange's Regulated Market (the "Market"). References in this Prospectus to
Capital Securities being "listed" (and all related references) shall mean that such Capital Securities have been admitted to trading on the Market and have been
admitted to the Official List. The Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets
in financial instruments.
Certain information in relation to the Lloyds TSB Group and the HBOS Group has been incorporated by reference into this document, as set out in the section
entitled "Documents Incorporated by Reference" on pages 4-7 of this document.
You should read the whole of this document and the documents incorporated herein by reference. In particular, your attention is drawn to the risk factors
described in the Risk Factors set out on pages 17-39 of this document, which you should read in full.
The Capital Securities have not and will not be registered under the U.S. Securities Act of 1933, as amended, (the "Securities Act") and are subject to US tax law
requirements. Subject to certain exceptions, Capital Securities may not be offered, sold or delivered within the United States or to U.S. Persons.
The Capital Securities are expected to be assigned, on issue, ratings from Moody's Investors Service Limited and Standard & Poor's Rating Services, a Division of
the McGraw-Hill Companies, Inc. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any
time by the assigning rating agency.
As discussed below under "Lloyds TSB Group Recent Developments", the Acquisition became Effective on 16 January 2009, the HBOS Placing and Open Offer
closed on 15 January 2009 and the Lloyds TSB Placing and Open Offer completed on 13 January 2009. Accordingly, information set out in, or incorporated by
reference, into this document pertaining to the Acquisition, the HBOS Placing and Open Offer, the Lloyds TSB Placing and Open Offer and the respective
conditions thereto should be read accordingly.
Capitalised terms used but not otherwise defined in this Prospectus shall have the meanings given to them in the section "Definitions" on page 136.

19 January 2009
A10331446/0.49/19 Jan 2009

This document comprises a prospectus for the purposes of the Prospectus Directive and for the purpose of
giving information with regard to the Lloyds TSB Group (as defined below) and the Capital Securities which
according to the particular nature of the Issuer and the Capital Securities, is necessary to enable investors to
make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of
the Issuer. The Issuer (the "Responsible Person") accepts responsibility for the information contained in this
document. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure
that such is the case), the information contained in this document is in accordance with the facts and does not
omit anything likely to affect the import of such information.
The Capital Securities will be in bearer form and in the denominations specified in the relevant Terms and
Conditions of the Capital Securities. Each tranche of Capital Securities will initially be represented by a
temporary global capital security (the "Temporary Global Capital Security"), without interest coupons or
talons, which will be deposited with a common depositary on behalf of Euroclear Bank S.A./N.V.
("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") on or about the Issue
Date specified in the relevant Final Terms. Each Temporary Global Capital Security will be exchangeable for
interests in a permanent global capital security (the "Permanent Global Capital Security"), without interest
coupons or talons, not earlier than 40 days after the Issue Date upon certification of non-U.S. beneficial
ownership. Interests in each Permanent Global Capital Security will be exchangeable for definitive securities
only in certain limited circumstances, as described under "Summary of Provisions relating to the Capital
Securities while in Global Form".
This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein
by reference (see "Documents Incorporated by Reference" below).
No person is, or has been, authorised to give any information or to make any representation other than as
contained in this Prospectus in its entirety in connection with the Exchange Offer or the issue or offering of
the Capital Securities and, if given or made, such information or representation must not be relied upon as
having been authorised by the Issuer. The delivery of this Prospectus shall not, under any circumstances,
create any implication that there has been no change in the affairs of Lloyds TSB Group since the date hereof
or the date upon which this document has been most recently amended or supplemented or that any other
information supplied in connection with the Exchange Offer is correct as of any time subsequent to the date
on which it is supplied or, if different, the date indicated in the document containing the same. Neither this
Prospectus nor any other information supplied in connection with the Exchange Offer (i) is intended to
provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation or
constituting an invitation or offer by the Bank that any recipient of this Prospectus or any other information
supplied in connection with the Exchange Offer should purchase any Capital Securities. Each investor
contemplating participating in the Exchange Offer should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the credit-worthiness, of the Bank. Neither this
Prospectus nor any other information supplied in connection with the Exchange Offer constitutes an offer of,
or an invitation by or on behalf of the Bank to any person to subscribe for or purchase, any Capital Securities.
This Prospectus does not constitute or form part of, and should not be construed as, an offer for sale or
subscription of, or a solicitation of any offer to buy or subscribe for, the Capital Securities. The distribution of
this document may nonetheless be restricted by law in certain jurisdictions. Persons into whose possession
this document comes are required by the Bank to inform themselves about, and to observe, any such
restrictions. This Prospectus does not constitute an offering in any circumstances in which such offering is
unlawful. The Bank will not incur any liability for its own failure or the failure of any other person or persons
to comply with the provisions of any such restrictions.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to "£", "pounds",
"sterling" and "pence" are to pounds sterling. References in this Prospectus to "" or "euro" refer to the
A10331446/0.49/19 Jan 2009
2

lawful currency of the member states of the European Union that have adopted the single currency in
accordance with the Treaty establishing the European Community, as amended by the Treaty on European
Union and the Treaty of Amsterdam.
Forward-Looking Statements
This document and the information incorporated by reference in this document include certain
"forward-looking statements". Statements that are not historical facts, including statements about the Lloyds
TSB Group's or the HBOS Group's or their respective directors' and or management's beliefs and
expectations are forward-looking statements. Words such as "believes", "anticipates", "estimates", "expects",
"intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and
variations of these words and similar future or conditional expressions, are intended to identify
forward-looking statements but are not the exclusive means of identifying such statements. By their nature,
forward-looking statements involve risk and uncertainty because they relate to events and depend upon future
circumstances that may or may not occur, many of which are beyond the Issuer's control and all of which are
based on the Issuer's current beliefs and expectations about future events. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors, which may cause the actual results,
performance or achievements of Lloyds TSB, HBOS or the Enlarged Group, or industry results, to be
materially different from any future results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding
Lloyds TSB's, HBOS' and the Enlarged Group's present and future business strategies and the environment in
which the Enlarged Group will operate in the future. These forward-looking statements speak only as at the
date of this document.
Investors should specifically consider all of the information set out in, and incorporated by reference into, this
document before making any investment decision. In particular, investors should consider the risks,
uncertainties and other factors as set out in the section Risk Factors of this document, which include general
risks relating to the Lloyds TSB Group and, if the Acquisition becomes effective, the Enlarged Group, risks
relating to the Acquisition, risks relating to the Placing and Open Offer and to investment in Lloyds TSB
Shares, and risks relating to the Capital Securities.
Except as required by the FSA, the London Stock Exchange, the Listing Rules, the Prospectus Rules, the
Disclosure and Transparency Rules or any other applicable law or regulation, the Issuer expressly disclaims
any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements
contained in this document or incorporated by reference into this document to reflect any change in the
Issuer's expectations with regard thereto or any change in events, conditions or circumstances on which any
such statement is based.
Capitalised terms in this section "Forward-Looking Statements" unless otherwise defined herein shall have
the meanings set out in the Definitions section of the Lloyds TSB Placing and Open Offer Prospectus as
incorporated by reference herein.
A10331446/0.49/19 Jan 2009
3

DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus should be read and construed in conjunction with the following documents:
(i)
the audited consolidated annual financial statements of the Issuer for the financial year ended 31
December 2006, together with the audit report thereon, as set out on pages 6 to 73 of the Issuer's
Annual Report and Accounts 2006;
(ii)
the audited consolidated annual financial statements of the Issuer for the financial year ended 31
December 2007, together with the audit report thereon, as set out on pages 8 to 100 of the Issuer's
Annual Report and Accounts 2007;
(iii)
the audited consolidated annual financial statements of Lloyds TSB Group plc for the financial year
ended 31 December 2007 as set out on pages 76 to 147 of Lloyds TSB Group plc's Annual Report and
Accounts 2007 together with the audit report thereon, including the information regarding Risk
Management set out on pages 36 to 56, which is audited except for such information set out on page
51;
(iv)
pages 25 to (and including) 40 of the Issuer's Interim Management Report (the "Issuer's Interim
Management Report") for the half-year to 30 June 2008, published on 30 July 2008;
(v)
pages 30 to (and including) 45 of Lloyds TSB Group plc's Interim Results News Release (the "2008
Company Interim Results") for the half-year to 30 June 2008, published on 30 July 2008;
(vi)
the following items from an announcement (the "Acquisition Announcement") published by Lloyds
TSB Group plc on 18 September 2008 regarding the recommended acquisition of HBOS plc by Lloyds
TSB Group plc to be implemented by means of a scheme of arrangement under sections 895 to 899 of
the Companies Act 2006:
(A)
From the section entitled "Introduction" to (and including) the section entitled "General" save
that the following should be excluded:
(x)
the second paragraph of the section titled "Introduction";
(y)
the first sentence of the fifth paragraph, the sixth paragraph, the second sentence of the
seventh paragraph and the eighth paragraph of the section entitled "Background to and
reasons for the Acquisition"; and
(z)
the first, tenth, twelfth and thirteenth paragraphs of the section entitled "Synergies,
financial effects and pro forma financials";
(B)
Appendix I entitled "Conditions to the Implementation of the Scheme and the Acquisition";
(C)
Appendix II entitled "Sources and Bases of Information"; and
(D)
Appendix III entitled "Definitions" only to the extent that such defined terms are used in the
documents or information incorporated pursuant to (A) through (C) above;
(vii) the announcement (the "Acquisition and Capital Announcement") published by Lloyds TSB Group plc
on 13 October 2008 regarding revised terms for the acquisition of HBOS plc and raising £5.5 billion of
new capital, save that the fourth and fifth paragraphs (including the italicised wording in the fifth
paragraph) thereof shall not be incorporated by reference in, or form part of, this Prospectus;
(viii) the Lloyds TSB Group plc interim management statement (the "Management Statement") published on
3 November 2008;
A10331446/0.49/19 Jan 2009
4

(ix)
the following sections of the Lloyds TSB Group plc circular dated 3 November 2008 sent, with certain
exceptions, to its shareholders (the "Share Circular") (page references are to the relevant page(s) of the
Share Circular unless the context otherwise requires):
·
page 2: the section entitled "Presentation of Information";
·
page 7: the section entitled "Expected Timetable of Principal Events";
·
pages 47-52: the section entitled "Part III, Principal Terms of the Acquisition", save for sub-
sections 9 and 11 thereof;
·
pages 53-56: the section entitled "Part IV, Principal Terms of the Placing and Open Offer", save
for sub-sections 5 and 6 thereof;
·
pages 57-58: the section entitled "Part V, Conditions relating to the Proposed Government
Funding";
·
pages 59-60: the section entitled "Part VI, Principal Terms of the Capitalisation Issue", save for
sub-sections 5 and 6 thereof;
·
page 66: section 5 ("Summary of Total Income, Net of Insurance Claims, by Division") of the
section entitled "Part VII, Information on the Lloyds TSB Group";
·
pages 67-71: section 7 ("Current Trading, Trends and Prospects") of the section entitled "Part
VII, Information on the Lloyds TSB Group";
·
pages 72-74: the section entitled "Part VIII, Information on the HBOS Group";
·
pages 75-212: the section entitled "Part IX, Historical Financial Information relating to HBOS
plc, Part A Financial Information for the three years ended 31 December 2007";
·
pages 213-234: the section entitled "Part IX, Historical Financial Information relating to HBOS
plc, Part B Unaudited Interim Financial Information";
·
pages 235-237: the section entitled "Part X, Reconciliation of Accounting Policies";
·
pages 254-262: section 9.1 ("Material Contracts -- Lloyds TSB Material Contracts") of the
section entitled "Part XII, Additional Information";
·
pages 271-273: the section entitled "Part XIII, HBOS Interim Management Statement 3
November 2008"; and
·
for the purposes of incorporating by reference the foregoing parts of the Share Circular, defined
terms used (and not otherwise defined) in such parts of the Share Circular shall have the
meanings set out in the section entitled "Definitions" on pages 274282 of the Share Circular,
which shall be deemed to be incorporated by reference herein for this purpose;
(x)
the following sections of the Lloyds TSB Group plc prospectus published on 18 November 2008
regarding the proposed placing and open offer of 2,596,653,203 open offer shares at 173.3 pence per
open offer share and proposed issue of up to 7,873,180,756 consideration shares in connection with the
proposed acquisition of HBOS plc (the "Lloyds Placing and Open Offer Prospectus") (page references
are to the relevant page(s) of the Lloyds TSB Placing and Open Offer Prospectus unless the context
otherwise requires):
A10331446/0.49/19 Jan 2009
5

·
pages: 42-58: sub-sections 1-12 (inclusive) (but excluding sub-section 5) and sub-section 15 of
the section entitled "Part VI, Information on the Acquisition, Part A: Letter from Sir Victor
Blank, Chairman of Lloyds TSB Group plc";
·
pages: 145-151, the section entitled "Part XVIII, Unaudited Pro Forma Net Assets Statement of
the Enlarged Group as at 30 June 2008";
·
pages: 194-197, section 8 ("Material Contracts") of the section entitled "Part XXI, Additional
Information";
·
pages 214-224: the section entitled "Part XXIII, Definitions" provided that, such section shall
only be incorporated by reference for the purposes of construing defined terms set out in: (i) the
information incorporated by reference herein from the Lloyds Placing and Open Offer
Prospectus; (ii) the section entitled "Forward-Looking Statements" on page 3 herein; (iii) the
section entitled "Risk factors relating to the Lloyds TSB Group" on pages 17-39 herein; (iv) the
sections entitled "Lloyds TSB Group Regulation and Supervision in the United Kingdom",
"Lloyds TSB Group Capital, Liquidity and Funding Arrangements" and "Lloyds TSB Group
Legal actions" set out in the section "Lloyds TSB Group" on pages 105-130 herein;
(xi)
the following sections of the prospectus published by HBOS plc on 18 November 2008 relating to the
placing and open offer of 7,482,394,366 open offer shares at 113.6 pence per open offer share (the
"HBOS Placing and Open Offer Prospectus"):
·
sections 17.1.2, 17.1.3, 17.1.5 and 17.1.6 ("Material Contracts HBOS") of the section entitled
"Part XXII, Additional Information";
·
section 18.1 (Litigation - HBOS) (except for the second paragraph of sub-section 18.1.4) of the
section entitled "Part XXII, Additional Information"; and
·
for the purposes of incorporating by reference Part IV of the Lloyds TSB Supplementary
Placing and Open Offer Prospectus (as described in (xiii) below) only, the section entitled Part
XXIII ("Definitions");
(xii) section 18 ("Litigation") of Part XVIII ("Additional Information") on pages 185 and 186 of the
prospectus published by HBOS plc on 19 June 2008 relating to the 2 for 5 rights issue of
1,499,662,328 new shares at a price of 275 pence per share (the "HBOS Rights Issue Prospectus");
(xiii) the following sections of the supplemental prospectus published on 17 December 2008 relating to the
Lloyds TSB Placing and Open Offer Prospectus (the "Lloyds TSB Supplementary Placing and Open
Offer Prospectus"):
·
pages 9-10: Part IV ("HBOS Trading Update"). Defined terms used in Part IV (and not
otherwise defined therein) shall have the meanings set out in the section entitled Part XXIII
("Definitions") of the HBOS Placing and Open Offer Prospectus, as incorporated by reference
herein; and
·
page 11: Part V ("Update on the Acquisition and the Placing and Open Offer, Payment
Protection Insurance and Certain Other Matters");
(xiv) the announcement (the "Acquisition Update Announcement") published by Lloyds TSB on 19 January
2009 containing, inter alia, an update as to the Acquisition and the trading position of Lloyds TSB and
HBOS, save that the first five paragraphs thereof shall not be incorporated by reference in, or form part
of, this Prospectus,
A10331446/0.49/19 Jan 2009
6

all of which have been previously published and filed with the Financial Services Authority and which shall
be deemed to be incorporated in, and form part of, this Prospectus, save that any statements contained in a
document which is deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for the purpose of this Prospectus to the extent that a statement contained herein modifies or
supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus. Any information or documents incorporated by reference in the above listed documents does not
form any part of this Prospectus unless expressly incorporated herein by reference.
The Issuer will provide, without charge, to each person to whom a copy of this Prospectus has been delivered,
upon the oral or written request of such person, a copy of any or all of the documents which are incorporated
in whole or in part by reference herein. Written or oral requests for such documents should be directed to the
attention of the Investor Relations department of the Issuer at 25 Gresham Street, London EC2V 7HN, United
Kingdom, telephone: +44 207 356 1273, e-mail: [email protected].

A10331446/0.49/19 Jan 2009
7

TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE...................................................................................... 4
OVERVIEW....................................................................................................................................................... 9
RISK FACTORS .............................................................................................................................................. 17
TERMS AND CONDITIONS OF THE SERIES A STERLING CAPITAL SECURITIES............................. 40
TERMS AND CONDITIONS OF THE SERIES B STERLING CAPITAL SECURITIES ............................ 70
TERMS AND CONDITIONS OF THE EURO CAPITAL SECURITIES....................................................... 71
SUMMARY OF PROVISIONS RELATING TO THE CAPITAL SECURITIES WHILE IN GLOBAL FORM
............................................................................................................................................................... 102
LLOYDS TSB GROUP ................................................................................................................................. 105
TAXATION .................................................................................................................................................... 131
GENERAL INFORMATION ......................................................................................................................... 133
DEFINITIONS ............................................................................................................................................... 136

A10331446/0.49/19 Jan 2009
8

OVERVIEW
The following overview must be read as an introduction to this document. Any decision to invest in the Capital
Securities should be based on a consideration by an investor of this document as a whole, including the
documents incorporated by reference. Capitalised terms used herein but not otherwise defined shall have the
meanings as set out under the relevant terms and conditions of the Capital Securities.
Issuer
Lloyds TSB Bank plc.
Parent
Lloyds Banking Group plc (formerly Lloyds TSB Group plc).
Issue
£784,611,000 13 per cent. Step-Up Perpetual Capital Securities
Callable 2019.

£700,022,000 13 per cent. Step-Up Perpetual Capital Securities
Callable 2029.

532,111,000 13 per cent. Step-Up Perpetual Capital Securities
Callable 2019.
Coupons
Interest on the Series A Sterling Capital Securities will be
payable from and including 21 January 2009 to but excluding
22 January 2019 at the rate of 13 per cent. per annum, semi-
annually in arrear on 21 January and 21 July in each year.
Following 22 January 2019, the Series A Sterling Capital
Securities will bear interest at a rate, reset every five years, of
14 per cent. per annum above the gross redemption yield on a
specified United Kingdom government security, payable semi-
annually in arrear on 21 January and 21 July in each year, all as
more particularly described in "Terms and Conditions of the
Series A Sterling Capital Securities 5. Coupon Payments".

Interest on the Series B Sterling Capital Securities will be
payable from and including 21 January 2009 to but excluding
22 January 2029 at the rate of 13 per cent. per annum, semi-
annually in arrear on 21 January and 21 July in each year.
Following 22 January 2029, the Series B Sterling Capital
Securities will bear interest at a rate, reset every five years, of
13.40 per cent. per annum above the gross redemption yield on
a specified United Kingdom government security, payable
semi-annually in arrear on 21 January and 21 July in each year,
all as more particularly described in "Terms and Conditions of
the Series B Sterling Capital Securities 5. Coupon Payments".

Interest on the Euro Capital Securities will be payable from and
including 21 January 2009 to but excluding 22 January 2019 at
the rate of 13 per cent. per annum, semi-annually in arrear on
21 January and 21 July in each year. Following 22 January
2019, the Euro Capital Securities will bear interest at a rate
reset quarterly of 14 per cent. per annum above the Euro-zone
interbank offered rate for three-month euro deposits payable
quarterly in arrear on the Coupon Payment Dates (as defined in
A10331446/0.49/19 Jan 2009
9

the Terms and Conditions of the Euro Capital Securities) falling
on 21 January, 21 April, 21 July and 21 October in each year,
all as more particularly described in "Terms and Conditions of
the Euro Capital Securities 5. Coupon Payments".
Additional Amounts
All payments in respect of the Capital Securities will be made
without withholding or deduction for or on account of United
Kingdom taxes, unless the withholding or deduction is required
by law. In such event (subject to customary exceptions), the
Issuer will pay such additional amounts as will be necessary to
ensure that the net amount received by Holders or
Couponholders, after the withholding or deduction, will equal
the amount which would have been receivable in the absence of
the withholding or deduction.
Subordination
The Capital Securities constitute direct, unsecured and
subordinated securities of the Issuer and rank pari passu
without any preference among themselves.

No payment of principal or interest in respect of the Capital
Securities shall be due and payable except to the extent that the
Issuer is solvent and could make such payment and still be
solvent immediately thereafter, in each case except in the event
of the winding-up or administration of the Issuer.

For these purposes the Issuer will be solvent if (x) it is able to
pay its debts to its Senior Creditors as they fall due and (y) its
Assets exceed its Liabilities (other than its Liabilities to persons
who are not Senior Creditors).

The sole remedy against the Issuer available to the Trustee or
any Holder for recovery of amounts owing in respect of any
sum which has become due from the Issuer in respect of the
Capital Securities will be the institution of proceedings for the
winding-up of the Issuer in England (but not elsewhere) and/or
proving in any winding-up of the Issuer.
Winding-up or Administration
In the event of the winding-up or administration of the Issuer,
the Holders will be treated as if, save as mentioned below, on
the day prior to the commencement of the winding-up or
administration and thereafter, they were the holders of one of a
class of preference shares in the capital of the Issuer ("Notional
Preference Shares") ranking pari passu as to a return of assets
on a winding-up or administration with, the holders of Other
Tier 1 Securities of the Issuer and the holders of that class or
classes of preference shares (if any) from time to time issued or
which may be issued by the Issuer which have a preferential
right to a return of assets in the winding-up or administration
over, and so rank ahead of, the holders of all other classes of
issued shares for the time being in the capital of the Issuer, but
ranking junior to the claims of Senior Creditors and junior to
any other notional class of preference shares in the capital of
A10331446/0.49/19 Jan 2009
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