Bond Llyods Bank 1.86% ( US5394E8CE78 ) in USD

Llyods Bank

71.5 % ▲

United Kingdom

US5394E8CE78 ( in USD )

1.86% per year ( payment 2 times a year)

27/11/2033

Prospectus brochure of the bond Lloyds Bank US5394E8CE78 en USD 1.86%, maturity 27/11/2033

1 000 USD

5 000 000 USD

5394E8CE7

A+ ( Upper medium grade - Investment-grade )

27/05/2026 ( In 163 days )

Lloyds Banking Group is a major British banking and financial services corporation, offering a wide range of products and services to personal and corporate customers across the United Kingdom.

The Bond issued by Llyods Bank ( United Kingdom ) , in USD, with the ISIN code US5394E8CE78, pays a coupon of 1.86% per year.
The coupons are paid 2 times per year and the Bond maturity is 27/11/2033

The Bond issued by Llyods Bank ( United Kingdom ) , in USD, with the ISIN code US5394E8CE78, was rated NR by Moody's credit rating agency.

The Bond issued by Llyods Bank ( United Kingdom ) , in USD, with the ISIN code US5394E8CE78, was rated A+ ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

http://www.sec.gov/Archives/edgar/data/1160106/000095010313006680...
424B5 1 dp41967_424b5-ps49.htm FORM 424B5
CALCULATION OF REGISTRATION FEE
Maximum Aggregate
Amount of Registration
Title of Each Class of Securities Offered
Offering Price
Fee (1)
Senior Calable Capped CMS Steepener Notes due November 27, 2033
$5,000,000.00
$644.00
Guarantee of Senior Calable Capped CMS Steepener Notes due November 27, 2033

(2)
Total
$5,000,000.00
$644.00

(1)
Calculated in accordance with Rule 457(r)

(2)
Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantee

Pricing Supplement No. 49
Filed Pursuant to Rule 424(b)(5)
(To Prospectus Supplement dated June 7, 2013
Registration Nos. 333-189150 and 333-189150-01
and Prospectus dated June 7, 2013)
November 14, 2013

US $5,000,000*
Lloyds Bank plc
fully and unconditionally guaranteed by Lloyds Banking Group plc
Senior Callable Capped CMS Steepener Notes due November 27, 2033
Medium-Term Notes, Series A
As further described below, subject to our redemption right, interest will accrue on the notes (i) in Year 1: at a rate of 10.00% per annum and (ii) in Years 2
to maturity (subject to our redemption right): at a variable rate per annum equal to the product of (a) 4.00 and (b) an amount equal to the CMS30/CMS2
Spread (equal to the difference, if any, between the 30-Year Constant Maturity Swap Rate ("CMS30") and the 2-Year Constant Maturity Swap Rate
("CMS2")) minus 0.35% , as determined with respect to the CMS reference determination date at the start of the related quarterly Floating Rate Interest
Period; subject to the Maximum Interest Rate of 10.00% per annum for each Floating Rate Interest Period and the minimum interest rate of 0.00% per
annum. The notes provide an above-market interest rate in Year 1; however, for each Interest Period thereafter, the notes will not pay any interest with
respect to the Floating Rate Interest Period if the CMS30/CMS2 Spread is equal to or less than 0.35% on the related quarterly CMS reference
determination date.
All payments are subject to the credit risk of Lloyds Bank and Lloyds Banking Group. If Lloyds Bank and Lloyds Banking Group were to
default on their respective payment obligations, you could lose some or all of your investment.
SUMMARY TERMS
Issuer:
Lloyds Bank plc
Guarantor:
Lloyds Banking Group plc. The Notes are ful y and unconditionally guaranteed by the Guarantor. The Guarantees wil
constitute the Guarantor's direct, unconditional, unsecured and unsubordinated obligations ranking pari passu with all of
the Guarantor's other outstanding unsecured and unsubordinated obligations, present and future, except such obligations
as are preferred by operation of law.
Aggregate Principal Amount:
$5,000,000. May be increased prior to the Issue Date but we are not required to do so.
Stated Principal Amount:
$1,000 per note
Notes:
Senior Cal able Capped CMS Steepener Notes due November 27, 2033, Medium-Term Notes, Series A (each a "Note"
and col ectively, the "Notes")
Payment at Maturity:
100% repayment of principal, plus any accrued and unpaid interest, at maturity or upon early redemption.
Issue Price:
At variable prices
Denominations:
Minimum denominations of $1,000 and multiples of $1,000 thereafter
Trade Date(s):
November 14, 2013
Issue Date:
November 27, 2013
Maturity Date:
November 27, 2033, subject to redemption at the option of the Issuer (as set forth below)
Interest Rate:
From and including the Issue Date to but excluding November 27, 2014: 10.00% per annum (the "Fixed Interest Rate")
For each Interest Period commencing on or after November 27, 2014, to but excluding the Maturity Date or the Early
Redemption Date, if applicable (each, a "Floating Rate Interest Period"): the applicable interest rate per annum (the
"Floating Interest Rate") wil be equal to the product of (1) the Multiplier and (2) an amount equal to the applicable
CMS30/CMS2 Spread minus the Strike, with such product subject to the Minimum Interest Rate and Maximum Interest
Rate. If, with respect to any Floating Rate Interest Period, the CMS30/CMS2 Spread is less than or equal to
0.35% on the related CMS reference determination date (as defined below), no interest will accrue with respect
to that Floating Rate Interest Period.
Multiplier:
For Interest Periods commencing on or after November 27, 2014: 4.00
Strike:
0.35%
Maximum Interest Rate:
10.00% per annum
Minimum Interest Rate:
0.00% per annum
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Interest Payment Dates:
Quarterly, payable in arrears on the 27th day of each February, May, August and November, commencing on (and
including) February 27, 2014, and ending on the Maturity Date or the Early Redemption Date, if applicable. If any Interest
Payment Date is not a Business Day (as defined below), interest wil be paid on the fol owing Business Day, and interest
on that payment wil not accrue during the period from and after the originally scheduled Interest Payment Date.
CMS30/CMS2 Spread:
With respect to any Floating Rate Interest Period, CMS30 (as defined below) for such Floating Rate Interest Period
minus CMS2 (as defined below) for such Floating Rate Interest Period pursuant to the provisions set forth under
"Additional Provisions--CMS30/CMS2 Spread" herein.
Estimated Value:
The Issuer's estimated value of the Notes as of the Trade Date is approximately $904.40 per $1,000 principal amount
of Notes, which is less than the Issue Price of the Notes. We may sell additional Notes after the date of this pricing
supplement, with issue prices and commissions different from the amounts set forth below, in which case the
estimated value of the Notes on the date any additional Notes are traded may vary from the estimated value set forth
above, because of changes in prevailing market conditions and other variables we use to derive the estimated value
of the Notes. However the Issuer's estimated value of the Notes on any subsequent Trade Date wil not be lower than
$874.40 per $1,000 principal amount of Notes. Please see "Issuer's Estimated Value of the Notes" on page PS-1
and "Risk Factors" beginning on page PS-4 below.

(Summary Terms continued on following page)
Commissions and issue price:
Price to Public (1) (2) (3)
Selling Agent's Commission (3)
Proceeds to Lloyds Bank plc
Per Note
At variable prices
$35.00
$965.00
Total
At variable prices
$175,000.00
$4,825,000.00
* May be increased prior to the Issue Date but we are not required to do so.
Investing in the Notes involves significant risks. See "Risk Factors" beginning on page S-2 of the prospectus supplement and "Risk Factors"
beginning on page PS-4 below.
The Notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental
agency.
None of the Securities and Exchange Commission, any state securities commission or any other regulatory body has approved or disapproved
of these Notes or passed upon the adequacy or accuracy of this pricing supplement, the accompanying prospectus supplement or the
accompanying prospectus. Any representation to the contrary is a criminal offense.
(1) The Notes will be offered from time to time in one or more negotiated transactions at varying prices to be determined at the time of each sale, which
may be at prevailing market prices, at prices related to such prevailing prices, or at negotiated prices; provided, however, that such price will not be less
than $970.00 per $1,000.00 principal amount of the notes or more than $1,000.00 per $1,000.00 principal amount of the Notes. See "Risk Factors --Yield
Risk--The price you pay for the Notes may be higher than the prices other investors pay for the Notes" on page PS-4 of this pricing supplement.
(2) The proceeds you might expect to receive if you were able to resell the Notes on the Issue Date are expected to be less than the price you paid for
the notes. This is because the price you paid for the Notes includes the Selling Agent's commission set forth above and also reflects certain hedging
costs associated with the Notes. For additional information, see "Risk Factors-- Market Risk--The Issuer's estimated value of the Notes on the Trade
Date is less than the Issue Price of the Notes" on page PS-5 of this pricing supplement. The price you will pay for the Notes also does not include fees
that you may be charged if you buy the Notes through your registered investment adviser for managed fee-based accounts.
(3) The Selling Agent will receive commissions from the Issuer of up to $35.00 per $1,000.00 principal amount of the Notes, or up to $175,000.00 of
the Aggregate Principal Amount of the Notes, and may retain all or a portion of these commissions or use all or a portion of these commissions to pay
selling concessions or fees to other dealers. See "Supplemental Plan of Distribution" on page PS-13 of this pricing supplement.

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Senior Callable Capped CMS Steepener Notes due November 27, 2033

(Summary Terms continued from previous page)
CUSIP / ISIN:
5394E8CE7 / US5394E8CE78
Redemption at the Option of
We may redeem all, but not less than all, of the Notes at the Redemption Price set forth below, on any Interest Payment
the Issuer:
Date occurring on or after November 27, 2014, provided we give at least 5 Business Days' prior written notice to each
holder of Notes, the trustee and The Depository Trust Company ("DTC"). If we exercise our redemption option, the Interest
Payment Date on which we so exercise it wil be referred to as the "Early Redemption Date," which shall be the date the
Redemption Price wil become due and payable and on which payments of interest wil cease to accrue. If any Early
Redemption Date is not a Business Day, the Notes may be redeemed on the fol owing Business Day, and interest wil not
accrue during the period from and after the originally scheduled Early Redemption Date.
Redemption Price:
If we exercise our redemption option, you wil be entitled to receive on the Early Redemption Date 100% of the principal
amount of your Notes together with any accrued and unpaid interest to, but excluding, the Early Redemption Date.
Interest Periods:
Each period from and including the most recent Interest Payment Date (or the Issue Date, in the case of the first
Interest Period) to, but excluding, the following Interest Payment Date (or the Maturity Date or Early Redemption Date,
as applicable, in the case of the final Interest Period). Interest Period end dates wil not be adjusted in the event that
the last day in an Interest Period is not a Business Day.
Day-Count Convention:
30/360
Business Day:
Any day, other than a Saturday or Sunday, that is a day on which commercial banks are generally open for business in
New York City and London
Ranking:
The Notes wil constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without
any preference among themselves, with all our other outstanding unsecured and unsubordinated obligations, present and
future, except such obligations as are preferred by operation of law.
Tax Redemption:
Upon the occurrence of one or more changes in tax law that would require the Issuer or the Guarantor to pay additional
amounts and in other limited circumstances as described under "Description of the Notes and the Guarantees
--Redemption for Tax Reasons" in the prospectus supplement and "Description of Debt Securities--Redemption" in the
prospectus, the Issuer may redeem all, but not fewer than all, of the Notes at any time prior to maturity.
Miscellaneous

Listing:
None
Governing Law:
New York
Settlement and
DTC; Book-entry
Specified
U.S. dollars
Clearance:
Currency:
Trustee and Paying
The Bank of New York Mel on, acting through its London Branch
Agent:
Selling Agent:
Morgan Stanley & Co. LLC
Calculation Agent:
Morgan Stanley Capital Services
LLC

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Senior Callable Capped CMS Steepener Notes due November 27, 2033

ISSUER'S ESTIMATED VALUE OF THE NOTES

Our estimated value of the Notes is derived from our pricing and valuation models, using various market inputs and
assumptions such as expected levels and volatility of interest rates, levels of price and volatility of any notional assets
referenced by the Notes, or any futures, options, or swaps related to such notional assets, and our internal funding rate,
which is determined primarily based on our market-based yield curve, adjusted to account for our funding needs and
objectives for the period matching the term of the Notes. Our internal funding rate, which is a theoretical borrowing rate
based on variables such as market benchmarks, our appetite for borrowing, and our existing obligations coming to maturity,
is typical y lower than the rate we would pay when we issue conventional debt securities on equivalent terms and our
implied borrowing rate derived from the levels at which our conventional debt securities would trade in the secondary
market. The use of our internal funding rate wil general y result in the Notes having economic terms that are less favorable
to you than if such economic terms were instead based on the levels at which our conventional debt securities trade in the
secondary market. The inclusion of the Sel ing Agent's commission and the estimated cost of hedging our obligations under
the Notes in the Issue Price of the Notes also results in the Notes having less favorable economic terms than would
otherwise be the case. Our pricing models rely on market information available to us at the time of our calculation, and on
certain assumptions about future events, which may prove to be incorrect. Because our pricing models, market inputs, and
assumptions may differ from those used by other issuers, and because funding rates used to value similar notes by other
issuers may vary material y from the rates used by us (even among issuers with similar creditworthiness), our estimated
value may not be comparable to estimated values of similar notes of other issuers.

Our estimated value of the Notes on the Trade Date is less than the Issue Price of the Notes. The difference between
the Issue Price of the Notes and our estimated value of the Notes results from several factors, including the inclusion in the
Issue Price of the Sel ing Agent's commissions and the cost of our hedging our obligations under the Notes with a
counterparty that is an affiliate of the Sel ing Agent. Such hedging cost includes our counterparty's expected cost of
providing such hedge, as wel as the projected profit expected to be realized in consideration for structuring the Notes and
for assuming the risks inherent in providing such hedge.

Our estimated value of the Notes on the Trade Date does not represent a minimum or maximum at which we or our
affiliates, or the Sel ing Agent or any of its affiliates, might be wil ing to purchase your Notes in the secondary market at any
time. The price at which any party would be wil ing to purchase the Notes in the secondary market, absent changes in
market conditions or our creditworthiness, wil generally be lower than the estimated value on the Trade Date, because
such price would take into account our secondary market credit spreads as wel as the bid-offer spread that such party
would be expected to charge.

If we decide to sel additional Notes after the Trade Date and prior to the Issue Date, each as specified on the cover of
this pricing supplement, our estimated value of the Notes on any such subsequent Trade Date may vary from the estimated
value set forth above, because of changes in prevailing market conditions and other variables we use to derive the
estimated value of the Notes. However the Issuer's estimated value of the Notes on any subsequent Trade Date wil not be
lower than $874.40 per $1,000 principal amount of Notes.

PS-1
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Senior Callable Capped CMS Steepener Notes due November 27, 2033

About this Pricing Supplement

Unless otherwise defined herein, terms used in this pricing supplement are defined in the accompanying prospectus
supplement or in the accompanying prospectus. As used in this pricing supplement:

· "we," "us," "our," the "Issuer" and "Lloyds Bank" mean Lloyds Bank plc;

· "LBG" and the "Guarantor" mean Lloyds Banking Group plc;

· "Notes" refers to the Senior Cal able Capped CMS Steepener Notes due November 27, 2033, Medium-Term
Notes, Series A, together with the related Guarantee, unless the context requires otherwise; and

· "SEC" refers to the Securities and Exchange Commission.

LBG and Lloyds Bank have filed a registration statement (including a prospectus) with the SEC for the offering to which
this pricing supplement relates. Before you invest, you should read this pricing supplement together with the accompanying
prospectus dated June 7, 2013 (the "prospectus") in that registration statement and other documents, including the more
detailed information contained in the accompanying prospectus supplement dated June 7, 2013 (the "prospectus
supplement"), that LBG and Lloyds Bank have filed with the SEC for more complete information about Lloyds Bank and
LBG and this offering.

This pricing supplement, together with the prospectus supplement and prospectus, contains the terms of the Notes and
supersedes all other prior or contemporaneous oral statements as wel as any other written materials including preliminary
or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets,
brochures or other educational materials of ours.

If the information in this pricing supplement differs from the information contained in the prospectus supplement or the
prospectus, you should rely on the information in this pricing supplement.

You may access these documents for free by visiting EDGAR on the SEC website at www.sec.gov as fol ows (or if
such address has changed, by reviewing our filings for the relevant date on the SEC website):

· the prospectus supplement dated June 7, 2013 and the prospectus dated June 7, 2013 can be accessed at the
following hyperlink:

http://www.sec.gov/Archives/edgar/data/1160106/000095010313003583/dp38364_424b2-seriesa.htm

Our Central Index Key, or CIK, on the SEC website is 1167831.

Alternatively, LBG, Lloyds Bank, the Sel ing Agent, any underwriter or any dealer participating in the offering wil
arrange to send you the prospectus, prospectus supplement and pricing supplement if you request them by calling your
Sel ing Agent's sales representative, such dealer or tol free 1-888-227-2275 (Extension 2-3430). A copy of these
documents may also be obtained from the Sel ing Agent by writing to them at 1585 Broadway, New York, New York 10036
or by calling the Sel ing Agent at (866) 477-4776.

You should rely only on the information provided or incorporated by reference in this pricing supplement, the prospectus
supplement and the prospectus. We have not authorized anyone to provide you with different information, and we take no
responsibility for any other information that others may give you. We and the Sel ing Agent are offering to sel the Notes and
seeking offers to buy the Notes only in jurisdictions where it is lawful to do so. This pricing supplement, the prospectus
supplement and the prospectus are current only as of their respective dates.

PS-2
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Senior Callable Capped CMS Steepener Notes due November 27, 2033

Additional Provisions

CMS30/CMS2 Spread

The 30-Year Constant Maturity Swap Rate (which we refer to as "CMS30") is, on any day, the fixed rate of interest
payable on an interest rate swap with a 30-year maturity as reported on Reuters Page ISDAFIX1 or any successor page
thereto at 11:00 a.m. New York City time on that day;. CMS30 is one of the market-accepted indicators of longer-term
interest rates.

The 2-Year Constant Maturity Swap Rate (which we refer to as "CMS2", and, together with CMS30, the "CMS Rates")
is, on any day, the fixed rate of interest payable on an interest rate swap with a 2-year maturity as reported on Reuters
Page ISDAFIX1 or any successor page thereto at 11:00 a.m. New York City time on that day. CMS2 is one of the market-
accepted indicators of shorter-term interest rates.

An interest rate swap rate, at any given time, general y indicates the fixed rate of interest (paid semi-annual y) that a
counterparty in the swaps market would have to pay for a given maturity, in order to receive a floating rate (paid quarterly)
equal to 3-month LIBOR for that same maturity.

For the purpose of determining the level of the CMS30/CMS2 Spread applicable to a Floating Rate Interest Period, the
CMS30/CMS2 Spread wil be determined with reference to the day (such day, the "CMS reference determination date")
that is two (2) U.S. government securities business days prior to the first day of such Floating Rate Interest Period. A "US
government securities business day" is any day except for a Saturday, Sunday or a day on which The Securities
Industry and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of
its members be closed for the entire day for purposes of trading in U.S. government securities.

CMS Rate Fallback Provisions

If CMS30 or CMS2 is not displayed by 11:00 a.m. New York City time on the Reuters Screen ISDAFIX1 Page on any
day on which the level of the CMS30/CMS2 Spread must be determined, such affected rate(s) for such day wil be
determined on the basis of the mid-market semi-annual swap rate quotations to the Calculation Agent provided by five
leading swap dealers in the New York City interbank market (the "Reference Banks") at approximately 11:00 a.m.,
New York City time, on such day, and, for this purpose, the mid-market semi-annual swap rate means the mean of the
bid and offered rates for the semi-annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for-floating U.S.
Dol ar interest rate swap transaction with a term equal to the applicable 30 year or 2 year maturity commencing on
such day and in a representative amount with an acknowledged dealer of good credit in the swap market, where the
floating leg, calculated on an actual/360 day count basis, is equivalent to USD-LIBOR-BBA with a designated maturity
of three months. The Calculation Agent wil request the principal New York City office of each of the Reference Banks
to provide a quotation of its rate. If at least three quotations are provided, the rate for that day wil be the arithmetic
mean of the quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest). If fewer than three quotations are provided as requested, the
rate wil be determined by the Calculation Agent in good faith and in a commercially reasonable manner.

PS-3
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Senior Callable Capped CMS Steepener Notes due November 27, 2033

RISK FACTORS

Your investment in the Notes involves significant risks. Your decision to purchase the Notes should be made only
after carefully considering the risks of an investment in the Notes, including those discussed below and in the
section entitled "Risk Factors" beginning on page S-2 of the prospectus supplement, with your advisers in light of
your particular circumstances. The Notes are not an appropriate investment for you if you are not knowledgeable
about significant elements of the Notes or financial matters in general. We also urge you to consult with your
investment, legal, accounting, tax, and other advisers before you invest in the Notes.

Issuer Risk

The credit risk of Lloyds Bank and LBG and their credit ratings and credit spreads may adversely affect the
value of the Notes.

You are dependent on Lloyds Bank's ability to pay all amounts due on the Notes, and therefore you are subject to the
credit risk of Lloyds Bank and to changes in the market's view of Lloyds Bank's creditworthiness. In addition, because the
Notes are ful y and unconditionally guaranteed by Lloyds Bank's parent company, LBG, you are also dependent on the
credit risk of LBG in the event that Lloyds Bank fails to make any payment or delivery required by the terms of the Notes. If
Lloyds Bank and LBG were to default on their respective payment obligations, you may not receive any amounts owed to
you under the Notes and you could lose your entire investment. The credit ratings of Lloyds Bank and LBG are an
assessment by rating agencies of their ability to pay their obligations, including those under the Notes. Any actual or
anticipated decline in Lloyds Bank's and LBG's credit ratings, or increase in the credit spreads charged by the market for
taking credit risk, is likely to adversely affect the value of the Notes. However, because the return on the Notes is
dependent upon factors in addition to Lloyds Bank's and LBG's credit ratings, an improvement in their credit ratings wil not
necessarily increase the value of the Notes and wil not reduce market risk and other investment risks related to the Notes.

Yield Risk

After the first year, the Notes are subject to interest payment risk based on the CMS30/CMS2 Spread, and it is
possible that you could receive no interest on the Notes at all for extended periods if the CMS30/CMS2 Spread
is equal to or less than the Strike during the term of the Notes.

Investing in the Notes is not equivalent to investing in securities directly linked to the CMS Rates or the CMS30/CMS2
Spread. Instead, the rate of interest payable on the Notes (after the Fixed Interest Rate Interest Periods) is determined by
multiplying (a) the Multiplier by (b) an amount equal to the applicable CMS30/CMS2 Spread minus the Strike, with such
product subject to the Minimum Interest Rate of 0.00% per annum and the Maximum Interest Rate of 10.00% per annum.
Accordingly, the amount of interest payable on the Notes is dependent on whether, and the extent to which, the
CMS30/CMS2 Spread is greater than 0.35% (because of the application of the Strike) on the CMS reference determination
date. Because the Minimum Interest Rate on the Notes is equal to 0.00% per annum, if the CMS30/CMS2 Spread on any
CMS reference determination date is equal to or less than 0.35%, you would not receive an interest payment on the related
Interest Payment Date. If the CMS30/CMS2 Spread is equal to or less than 0.35% on every CMS reference determination
date throughout the term of the Notes, then you would not receive any interest payments on your Notes after the first year
of the term of the Notes.

The amount of interest payable on the Notes will vary after the first year.

Because the CMS Rates are floating rates, the CMS30/CMS2 Spread, which is the difference between CMS30 and
CMS2, wil fluctuate. From and including November 27, 2014 to but excluding the Maturity Date, the Notes wil bear interest
during each quarterly Floating Rate Interest Period at a per annum rate equal to the product of (1) the Multiplier of 4.00
and (2) an amount equal to the applicable CMS30/CMS2 Spread minus the Strike, with such product subject to the
Minimum Interest Rate of 0.00% per annum and the Maximum Interest Rate of 10.00% per annum. The per annum
interest rate that is determined on the relevant CMS reference determination date wil apply to the entire Floating Rate
Interest Period fol owing that CMS reference determination date, even if the difference between CMS30 and CMS2
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increases during that interest period, but is applicable only to that quarterly Floating Rate Interest Period; interest payments
for quarterly Floating Rate Interest Periods wil likely vary.

The amount of interest payable on the Notes on each Floating Interest Rate Interest Payment Date is capped,
and the amount of interest you will be entitled to receive may be less than the return you could earn on other
investments with a comparable maturity.

The Floating Interest Rate on the Notes for each Floating Rate Interest Period is capped for that period at the
Maximum Interest Rate of 10.00% per annum. Interest rates may change significantly over the term of the Notes, and it is
impossible to predict what interest rates wil be at any point in the future. Although the Floating Interest Rate on the Notes
wil be based on the levels of the CMS Rates, the Floating Interest Rate that wil apply during each Floating Rate Period on
the Notes may be more or less than other prevailing market interest rates at such time and in any event wil never exceed
the Maximum Interest Rate regardless of the levels of the CMS Rates on any relevant CMS reference determination date.
In addition, if the product of (1) the Multiplier of 4.00 and (2) an amount equal to the applicable CMS30/CMS2 Spread
minus the Strike is less than the Maximum Interest Rate for any Floating Rate Interest Period, the cumulative interest rate
for such year wil be less than the Maximum Interest Rate. As a result, the amount of interest you receive on the Notes may
be less than the return you could earn on other investments with a comparable maturity.

The historical levels of the CMS30/CMS2 Spread are not an indication of future levels.

Historical levels of the CMS30/CMS2 Spread should not be taken as an indication of their future levels during the term
of the Notes. Changes in the level of the CMS30/CMS2 Spread wil affect the value of the Notes, but it is impossible to
predict whether such level wil rise or fal .

The price you paid for the Notes may be higher than the prices paid by other investors.

The Sel ing Agent proposes to offer the Notes from time to time for sale to investors in one or more negotiated
transactions, or otherwise, at prevailing market prices at the time of sale, at prices related to then-prevailing prices, at
negotiated prices, or otherwise. Accordingly, there is a risk that the price you paid for your Notes wil be higher than the
prices paid by other investors based on the date and time you made your purchase,

PS-4
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Senior Callable Capped CMS Steepener Notes due November 27, 2033

from whom you purchased the Notes, any related transaction costs, whether you hold your Notes in a brokerage account, a
fiduciary or fee-based account or another type of account and other market factors.

The Notes will be subject to early redemption at our option.

We may redeem the Notes prior to the Maturity Date on any quarterly Interest Payment Date, beginning on November
27, 2014. In addition, we have the right to redeem the Notes in the event of certain tax events as described under
"Description of the Notes and the Guarantees--Redemption for Tax Reasons" in the prospectus supplement and
"Description of Debt Securities--Redemption" in the prospectus. If you intend to purchase the Notes, you must be wil ing to
have your Notes redeemed early. We are general y more likely to redeem the Notes during periods when we expect that
interest wil accrue on the Notes at a rate that is greater than that which we would pay on our traditional interest-bearing
deposits or debt securities having a maturity equal to the remaining term of the Notes. In general, the more that CMS30
exceeds CMS2--that is, the higher the expected quarterly interest payments--the more likely it wil be that we wil elect to
redeem the Notes. In contrast, we are general y less likely to redeem the Notes during periods when we expect interest to
accrue on the Notes at a rate that is less than that which we would pay on those instruments. If we redeem the Notes prior
to the Maturity Date, accrued interest wil be paid on the Notes prior to such early redemption, but you wil not receive any
future interest payments from the Notes redeemed and you may be unable to reinvest your proceeds from the redemption
in an investment with a return that is as high as the return on the Notes would have been if they had not been redeemed.

Market Risk

The value of the Notes prior to maturity and the CMS30/CMS2 Spread will be influenced by many unpredictable
factors, and the value of the Notes may be less than the Issue Price.

The value of the Notes may be less than the Issue Price of the Notes. The value of the Notes may be affected by a
number of factors that may either offset or magnify each other, including the fol owing:

· the difference between CMS30 and CMS2. In general, the value of the Notes wil increase when the difference
between the CMS30/CMS2 Spread increases, and the value of the Notes wil decrease when the difference
between the CMS30/CMS2 Spread decreases. Because short-term interest rates are more sensitive than
long-term interest rates, a decreasing interest rate environment may increase the value of the Notes (by widening
the spread between the short-term and long-term rates) while an increasing interest rate environment may
decrease the value of the Notes (by narrowing the spread between the short-term and long-term rates);

· the volatility (i.e., the frequency and magnitude of changes in the level) of the CMS30/CMS2 Spread, which may
have an adverse impact on the value of the Notes;

· the fluctuations of the CMS30/CMS2 Spread and the possibility that the interest rate on the Notes wil decrease
such that little or no interest wil be paid during the term of the Notes fol owing the first year;

· the time remaining to maturity of the Notes; in particular, as a result of a "time premium," the Notes may have a
value above that which would be expected based on the levels of interest rates and the levels of the CMS Rates at
such time the longer the time remaining to maturity. A "time premium" results from expectations concerning the
levels of the CMS Rates during the period prior to maturity of the Notes. As the time remaining to the maturity of
the Notes decreases, this time premium wil likely decrease and, depending on the levels of the CMS Rates at such
time, may adversely affect the value of the Notes;

· the aggregate amount of the Notes outstanding;

· our right to redeem the Notes;

· the level, direction, and volatility of market interest and yield rates general y;

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