Bond Lloyd's Banking plc 4.5% ( US53944YAA10 ) in USD

Lloyd's Banking plc

99.918 % ▲

United Kingdom

US53944YAA10 ( in USD )

4.5% per year ( payment 2 times a year)

03/11/2024 - Bond has expired

Prospectus brochure of the bond Lloyds Bank PLC US53944YAA10 in USD 4.5%, expired

200 000 USD

1 000 000 000 USD

53944YAA1

BBB- ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

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 ( United Kingdom ) , in USD, with the ISIN code US53944YAA10, pays a coupon of 4.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 03/11/2024

The Bond issued by Lloyd's Banking plc ( United Kingdom ) , in USD, with the ISIN code US53944YAA10, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Lloyd's Banking plc ( United Kingdom ) , in USD, with the ISIN code US53944YAA10, 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)

$1,000,000,000
Lloyds Banking Group plc
4.500% Fixed Rate Subordinated Debt Securities due 2024

The 4.500% Fixed Rate Subordinated Debt Securities due 2024 (the "Subordinated Notes") will bear interest at a rate of 4.500% per year. From
and including the date of issuance, interest will be paid on the Subordinated Notes on May 4 and November 4 of each year, beginning on May 4, 2015.
The Subordinated Notes will be due on November 4, 2024.

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).

By purchasing the Subordinated Notes, each holder (including each beneficial owner) of the Subordinated Notes acknowledges, 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 cancellation of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes and/or (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, 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 above. With respect to (i) and (ii) 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 (including each beneficial owner) of the Subordinated Notes further acknowledges and agrees
that the rights of the holders 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 expressed to implement such a cancellation or conversion.
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 by way of amendment to the
Banking Act 2009, as the same may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act
2013 (the "Banking Reform Act 2013") 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, 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 the Subordinated Notes, each holder (including each 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. See "Description of the Subordinated Notes--Conditions to Redemption and Repurchases" in this prospectus supplement.

#21658679v1

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-6 of this prospectus supplement and as
incorporated by reference herein.

By its purchase of the Subordinated Notes, each holder (including each beneficial owner) shall 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.

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

Price to Public
Discount
(before expenses)
Per Subordinated Note .......................................................................................
99.435%
0.500%
98.935%
Total ....................................................................................................................
$994,350,000
$5,000,000
$989,350,000

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 November 4, 2014. 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 November 4,
2014.

Joint Bookrunning Managers
Citigroup
Goldman, Sachs &
J.P. Morgan
Lloyds Securities
Morgan Stanley
Nomura
Co.

Prospectus Supplement dated October 29, 2014

#21658679v1

TABLE OF CONTENTS

Prospectus Supplement
About this Prospectus Supplement ............................................................................................................................. S-i
Incorporation of Information by Reference ............................................................................................................... S-ii
Forward-Looking Statements .................................................................................................................................... S-ii
Summary.................................................................................................................................................................... S-1
Risk Factors ............................................................................................................................................................... S-6
Use of Proceeds ....................................................................................................................................................... S-12
Capitalization of the Group ..................................................................................................................................... S-12
Ratio of Earnings to Fixed Charges ......................................................................................................................... S-12
Description of the Subordinated Notes .................................................................................................................... S-13
Certain U.K. and U.S. Federal Tax Consequences .................................................................................................. S-22
Underwriting ............................................................................................................................................................ S-26
Legal Opinions ........................................................................................................................................................ S-29
Experts ..................................................................................................................................................................... S-30

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;
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·
"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, 2013
filed with the SEC on March 5, 2014; (ii) LBG's report on Form 6-K filed with the SEC on July 31, 2014 including
the interim results for the Group for the six months ended June 30, 2014; (iii) LBG's report on Form 6-K filed with
the SEC on July 31, 2014 disclosing the ratio of earnings to fixed charges and the ratio of combined fixed charges
and preference dividends to earnings; (iv) LBG's report on Form 6-K filed with the SEC on July 31, 2014 disclosing
the Group's capitalization and indebtedness on a consolidated basis as at June 30, 2014, (v) LBG's report on Form
6-K filed with the SEC on August 21, 2014, announcing the appointment of Alan Dickinson as an independent Non-
executive director of the Group; (vi) LBG's report on Form 6-K filed with the SEC on October 28, 2014 including
the interim results for the Group for the nine months ended September 30, 2014; (vii) LBG's report on Form 6-K
filed with the SEC on October 28, 2014 disclosing the Group's capitalization and indebtedness on a consolidated
basis as at September 30, 2014; and (viii) LBG's report on Form 6-K filed with the SEC on October 28, 2014,
announcing the Group's Strategic Update.
We also incorporate by reference in this prospectus supplement and 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, 2013, which is incorporated by reference herein.
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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-iii
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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 UK 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,
2013.

The Subordinated Notes

Issuer
Lloyds Banking Group plc
Subordinated Notes
$1,000,000,000 aggregate principal amount of 4.500% Fixed Rate
Subordinated Debt Securities due 2024 (the "Subordinated Notes").
Issue Date
November 4, 2014
Maturity
We will pay the Subordinated Notes at 100% of their principal amount plus
accrued interest on November 4, 2024, 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 4.500% per annum.
Interest Payment Dates
Every May 4 and November 4, commencing on May 4, 2015, 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 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 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
distribute a dividend, all amounts due in respect of or arising under
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(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 ranking
of our obligations shall be set out in the manner provided in the Subordinated
Indenture. 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
By purchasing the Subordinated Notes, each holder (including each
Exercise of U.K. Bail-in Power
beneficial owner) of the Subordinated Notes acknowledges, 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
cancellation of all, or a portion, of the principal amount of, or interest on,
the Subordinated Notes and/or (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, 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 above. With respect to (i)
and (ii) 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 (including each beneficial owner) of the Subordinated Notes further
acknowledges and agrees that the rights of the holders 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 expressed to implement such a cancellation or
conversion.
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 us 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
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 by way of amendment
to the Banking Act 2009 as the same may be amended from time to time
(whether pursuant to the Banking Reform Act 2013 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, 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).
Repayment of Principal and
No repayment of the principal amount of the Subordinated Notes or
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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 of any series
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 and is continuing, 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;
(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 at 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
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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 proposed change in, or
amendment or proposed 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, or would become, effective on
or after the issue date, or (y) in the case of a change or proposed change in
law, if such change is enacted (or, in the case of a proposed change, is
expected to be 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.
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-
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entry system, see "Description of Debt Securities--Form of Debt Securities;
Book-Entry System" in the accompanying prospectus.
CUSIP
53944YAA1
ISIN
US53944YAA10
Common Code
108509309
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
November 4, 2014, which will be the fourth Business Day following the
pricing of the Subordinated Notes (such settlement cycle being referred to
as "T+4"). 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+4,
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
Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan
Securities LLC, Lloyds Securities Inc., Morgan Stanley & Co. LLC and
Nomura Securities International, Inc.
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".
Governing Law
The Subordinated Indenture (as defined below), the First Supplemental
Indenture (as defined below) and the Subordinated Notes are governed by,
and construed in accordance with, the laws of the State of New York,
except for the subordination and waiver of set-off provisions relating to the
Subordinated Notes, which are governed by the laws of Scotland.
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