Obbligazione Llyods Bank 0% ( US5394E8BR90 ) in USD

Llyods Bank

100 USD ▲

Regno Unito

US5394E8BR90 ( in USD )

26/04/2033

Prospetto opuscolo dell'obbligazione Lloyds Bank US5394E8BR90 en USD 0%, scadenza 26/04/2033

1 000 USD

3 000 000 USD

5394E8BR9

A+ ( Upper medium grade - Investment-grade )

Lloyds Banking Group è una delle maggiori istituzioni finanziarie del Regno Unito, offrendo una vasta gamma di servizi bancari al dettaglio e commerciali.

The Obbligazione issued by Llyods Bank ( United Kingdom ) , in USD, with the ISIN code US5394E8BR90, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 26/04/2033

The Obbligazione issued by Llyods Bank ( United Kingdom ) , in USD, with the ISIN code US5394E8BR90, was rated NR by Moody's credit rating agency.

The Obbligazione issued by Llyods Bank ( United Kingdom ) , in USD, with the ISIN code US5394E8BR90, was rated A+ ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

http://www.sec.gov/Archives/edgar/data/1160106/000095010313002282...
424B5 1 dp37497_424b5-ps37.htm FORM 424B5
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration
Title of Each Class of Securities Offered
Offering Price
Fee (1)
Senior Callable CMS Steepener Notes due April 26, 2033
$3,000,000.00
$409.20
Guarantee of Senior Callable CMS Steepener Notes due April 26, 2033

(2)
Total
$3,000,000.00
$409.20

(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. 37
Filed Pursuant to Rule 424(b)(5)
(To Prospectus Supplement dated June 6, 2011
Registration Nos. 333-167844 and 333-167844-01
and Prospectus dated December 22, 2010)
April 10, 2013
US $3,000,000*
Lloyds TSB Bank plc
fully and unconditionally guaranteed by
Lloyds Banking Group plc
Senior Callable CMS Steepener Notes due April 26, 2033
Medium-Term Notes, Series A
Notes:
Senior Cal able CMS Steepener Notes due April 26,
Issuer:
Lloyds TSB Bank plc
2033, Medium-Term Notes, Series A (each a "Note"
Guarantor:
Lloyds Banking Group plc
and col ectively, "the Notes").
Aggregate Principal Amount:
US$3,000,000. May be increased prior to the
Issue Date but we are not required to do so.
Trade Date:
April 10, 2013
Issue Price:
At variable prices
Issue Date:
April 26, 2013
CUSIP:
5394E8BR9
Maturity Date:
April 26, 2033, subject to redemption at the option of
ISIN:
US5394E8BR90
the Issuer (as set forth below).
Business Day:
New York and London, fol owing, unadjusted
Day-Count Convention:
30/360
Payment at Maturity:
100% repayment of principal, plus any accrued and
Denominations:
Minimum denominations of $1,000 and
unpaid interest, at maturity. Repayment of principal at
multiples of $1,000 thereafter.
maturity, or upon early redemption, if applicable,
and all payments of interest are subject to the
creditworthiness of Lloyds TSB Bank plc, as the
Issuer, and Lloyds Banking Group plc, as the
Guarantor of the Issuer's obligations under the
Notes.
Interest Rate:
For each Interest Period (as defined below) commencing on or after the Issue Date to, but excluding, April 26, 2014, the interest rate per annum
wil be equal to the Initial Interest Rate.
For each Interest Period commencing on or after April 26, 2014 (each, a "Floating Rate Interest Period"), the 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 Reference Rate minus the Strike, with
such product subject to the Minimum Interest Rate and Maximum Interest Rate.
Reference Rate:
An amount determined by the Calculation Agent equal
Initial Interest Rate:
12.50% per annum
to the CMS Spread, which is 30 Year CMS Rate minus
5 Year CMS Rate
Maximum Interest Rate:
12.50% per annum
CMS Rates:
The CMS Rate with a maturity of 30 years ("30 Year
Minimum Interest Rate:
0.00% per annum
CMS Rate") and the CMS Rate with a maturity of 5
years ("5 Year CMS Rate"), each as they appear on
Reuters ISDAFIX1 page (the "ISDAFIX1 Page") as of
11:00 a.m., New York City time, on the relevant Interest
Strike:
0.50%
Determination Date, subject to the provisions set forth
under "CMS Rates--Unavailability of CMS Rates" in
this pricing supplement.
Multiplier:
For Interest Periods commencing on or after April 26, 2014: 4.00
Interest Payment Dates:
Semiannual y, payable in arrears on the 26th day of each April and October, commencing on (and including) October 26, 2013, and ending on the
Maturity Date or the Early Redemption Date, if applicable.
Redemption at the Option of the Issuer:
We may redeem all, but not less than all, of the Notes at the Redemption Price set forth below, on any Interest Payment Date commencing on April
26, 2023, 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.
Redemption Price:
If we exercise our redemption option, you wil be entitled to receive on the Early Redemption Date 100% of the principal amount together with any
accrued and unpaid interest to, but excluding, the Early Redemption Date.
Tax Redemption:
Following 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
prior to maturity.
Settlement and Clearance:
DTC; Book-entry
Listing:
The Notes wil not be listed or displayed on any securities exchange or quotation system.
Trustee and Paying Agent:
The Bank of New York Mel on, acting through its London Branch
Selling Agent:
Barclays Capital, Inc. (the "Selling Agent")
Calculation Agent:
Barclays Bank PLC
Governing Law:
New York
1 of 19
4/10/2013 4:11 PM

http://www.sec.gov/Archives/edgar/data/1160106/000095010313002282...
* 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-5 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.

Price to Public (1) (2)
Selling Agent's Commission (3)
Proceeds to Lloyds TSB Bank plc (4)
Per Note
At variable prices
$42.50
$957.50
Total
At variable prices
$127,500.00
$2,872,500.00
(1) The Notes wil 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 wil not be less than $957.50 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--The price you pay for the Notes may be higher than the prices other investors pay for the Notes." on
page PS-5 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 Sel ing Agent's commission set forth above and also reflects certain hedging costs associated with the Notes. For additional information, see "Risk
Factors--The price you pay for the Notes has certain built-in costs, including the Selling Agent's commission and our cost of hedging, both of which are expected to be reflected in
secondary market prices" on page PS-5 of this pricing supplement and "Supplemental Plan of Distribution" on page PS-15 of this pricing supplement.
(3) The Sel ing Agent wil receive commissions from the Issuer of up to $42.50 per $1,000.00 principal amount of the Notes, or up to $127,500.00 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 sel ing concessions or fees to other dealers. See "Supplemental Plan of
Distribution" beginning on page PS-15 of this pricing supplement.
(4) The Issuer wil receive proceeds of $957.50 per $1,000.00 principal amount of the Notes, or $2,872,500.00 of the aggregate principal amount of the Notes. See "Supplemental Plan of
Distribution" beginning on page PS-15 of this pricing supplement.
April 10, 2013

2 of 19
4/10/2013 4:11 PM

http://www.sec.gov/Archives/edgar/data/1160106/000095010313002282...

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 TSB Bank plc;

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

·
"Notes" refers to the Senior Cal able CMS Steepener Notes due April 26, 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 December 22, 2010 (the
"prospectus") in that registration statement and other documents, including the more detailed information contained in the accompanying prospectus
supplement dated June 6, 2011 (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 6, 2011 and the prospectus dated December 22, 2010 can be accessed at the fol owing hyperlink:

http://www.sec.gov./Archives/edgar/data/1160106/000095010311002265/dp23013_424b3.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 cal ing your Sel ing Agent's sales representative, such dealer or toll 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 745 Seventh Avenue
--Attn: US InvSol Support, New York, NY 10019.

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-1
3 of 19
4/10/2013 4:11 PM

http://www.sec.gov/Archives/edgar/data/1160106/000095010313002282...

KEY TERMS

The information in this section is qualified by the more detailed information set forth in this pricing supplement, the prospectus supplement and the prospectus.

Title of the Notes:
Senior Cal able CMS Steepener Notes due April 26, 2033, Medium-Term Notes, Series A
Issuer:
Lloyds TSB Bank plc
Guarantor:
Lloyds Banking Group plc
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.
Guarantee:
The Notes are ful y and unconditional y guaranteed by the Guarantor. The Guarantee wil constitute the Guarantor's
direct, unconditional, unsecured and unsubordinated obligations ranking pari passu with al 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:

$3,000,000. May be increased prior to the Issue Date but we are not required to do so.
Denominations:
Minimum denominations of $1,000 and multiples of $1,000 thereafter
Issue Price:
At variable prices
Specified Currency:
U.S. dollars (also referred to as "US$" or "USD")
Trade Date:
April 10, 2013
Issue Date:
April 26, 2013
Maturity Date:
April 26, 2033
Business Day:
Any day, other than a Saturday or Sunday, that is a day on which commercial banks are general y open for business
in New York City and London
Payment at Maturity:
100% repayment of principal, plus any accrued and unpaid interest, at maturity. Repayment of principal at
maturity or upon early redemption, if applicable, and all payments of interest are subject to the
creditworthiness of Lloyds TSB Bank plc, as the Issuer, and Lloyds Banking Group plc, as the Guarantor of
the Issuer's obligations under the Notes.
Interest Rate:
For each Interest Period commencing on or after the Issue Date to, but excluding, April 26, 2014, the interest rate
per annum wil be equal to the Initial Interest Rate.

For each Interest Period commencing on or after April 26, 2014 (each, a "Floating Rate Interest Period"), the
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 Reference Rate minus the Strike, with such product subject to the Minimum Interest Rate and
Maximum Interest Rate.
Initial Interest Rate:
12.50% per annum
Reference Rate:
An amount determined by the Calculation Agent equal to the CMS Spread, which is 30 Year CMS Rate minus 5 Year
CMS Rate
CMS Rates:
The CMS Rate with a maturity of 30 years ("30 Year CMS Rate") and the CMS Rate with a maturity of 5 years ("5
Year CMS Rate"), each as they appear on Reuters ISDAFIX1 page (the "ISDAFIX1 Page") as of 11:00 a.m., New
York City time, on the relevant Interest Determination Date, subject to the provisions set forth under "CMS Rates--
Unavailability of CMS Rates" in this pricing supplement.

PS-2
4 of 19
4/10/2013 4:11 PM

http://www.sec.gov/Archives/edgar/data/1160106/000095010313002282...

Multiplier:
For Interest Periods commencing on or after April 26, 2014: 4.00
Strike:
0.50%
Maximum Interest Rate:
12.50% per annum
Minimum Interest Rate:
0.00% per annum
Interest Payment Dates:
Semiannually, payable in arrears on the 26th day of each April and October, commencing on (and including) October
26, 2013, and ending on the Maturity Date or the Early Redemption Date, if applicable. If any Interest Payment
Date is not a Business Day, 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 original y scheduled Interest Payment Date.
Interest Periods:
The first period wil begin on, and wil include, the Issue Date and end on, but exclude, the first Interest Payment
Date. Each subsequent Interest Period wil begin on, and include, the Interest Payment Date for the preceding
Interest Period and end on, but exclude, the next fol owing Interest Payment Date. The final Interest Period wil end
on, but exclude, the Maturity Date (or the Early Redemption Date, if applicable).
Interest Reset Dates:
For each Interest Period commencing on or after April 26, 2014, the first day of such Interest Period
Interest Determination Dates:
The second U.S. Government Securities Business Day prior to the relevant Interest Reset Date
U.S. Government Securities
Any day, other than a Saturday, Sunday, or a day on which the Securities Industry and Financial Markets Association
Business Day:
(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.
Business Day Convention:
Fol owing, unadjusted
Day Count Basis:
Interest payable with respect to an Interest Period wil be computed on the basis of a 360-day year of twelve
30-day months.
Payment Determination:
The Paying Agent wil calculate the amount you wil be entitled to receive on each Interest Payment Date, at maturity
or upon early redemption, if applicable. For each Interest Determination Date, the Calculation Agent wil cause to be
communicated to us, the Trustee and the Paying Agent, the relevant Reference Rate. The Paying Agent wil
calculate the amount you wil be entitled to receive on each Interest Payment Date, at maturity or upon early
redemption, if applicable, using the Reference Rate as so provided.
Redemption at the Option of the We may redeem al , but not less than al , of the Notes at the Redemption Price set forth below, on any Interest
Issuer:
Payment Date commencing on April 26, 2023, 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 shal
be the date the Redemption Price wil become due and payable and on which payments of interest wil cease to
accrue.
Redemption Price:
If we exercise our redemption option, you wil be entitled to receive on the Early Redemption Date 100% of the
principal amount together with any accrued and unpaid interest to, but excluding, the Early Redemption Date.
Tax Redemption:
Fol owing 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 al , but not fewer than al , of the Notes prior to maturity.

PS-3
5 of 19
4/10/2013 4:11 PM

http://www.sec.gov/Archives/edgar/data/1160106/000095010313002282...

Settlement and Clearance:
DTC; Book-entry
Listing:
The Notes wil not be listed or displayed on any securities exchange or quotation system.
Calculation Agent:
Barclays Bank PLC
Selling Agent:
Barclays Capital, Inc. (the "Selling Agent")
Trustee and Paying Agent:
The Bank of New York Mel on, acting through its London Branch
Governing Law:
New York
CUSIP:
5394E8BR9
ISIN:
US5394E8BR90

PS-4
6 of 19
4/10/2013 4:11 PM

http://www.sec.gov/Archives/edgar/data/1160106/000095010313002282...

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.

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 will not necessarily increase
the value of the Notes and wil not reduce market risk and other investment risks related to the Notes.

The price you paid for the Notes has certain built-in costs, including the Selling Agent's commission and our cost of hedging, both of
which are expected to be reflected in secondary market prices.

In determining the economic terms of the Notes, and consequently the potential return on the Notes to you, we have taken into account compensation
to the Sel ing Agent for distributing the Notes, which is reflected in the Sel ing Agent's commission described on the cover of this pricing supplement, as
wel as certain costs associated with hedging our obligations under the Notes. The price you paid for the Notes reflects these factors. As a result, the
value of the Notes on the Issue Date is expected to be less than the price you paid for the Notes. Assuming no change in market conditions or any other
relevant factors, the price, if any, at which the Sel ing Agent or another purchaser is wil ing to purchase the Notes in secondary market transactions wil
likely be less than the price you paid for the Notes. This is due to, among other things, the fact that the price you paid for the Notes includes, and
secondary market prices are likely to exclude, the Sel ing Agent's commission with respect to, and the hedging costs associated with, the Notes. The cost
of hedging includes the projected profit that may be realized in consideration for assuming the risks inherent in managing the hedging transactions. These
secondary market prices are also likely to be reduced by the costs of unwinding the related hedging transactions. A profit may be realized by us or the
Sel ing Agent from the expected hedging activity even if investors do not receive a favorable investment return under the terms of the Notes or in any
secondary market transaction. In addition, any secondary market prices may differ from values determined by pricing models used by the Sel ing Agent,
as a result of dealer discounts, mark-ups or other transaction costs.

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, 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.

After the first year, the Notes are subject to interest payment risk based on the Reference Rate.

Investing in the Notes is not equivalent to investing in securities directly linked to the CMS Rates or the Reference Rate. Instead, the rate of interest
payable on the Notes (after the Initial Interest Rate Interest Periods) is determined by multiplying (a) the Multiplier by (b) the applicable Reference Rate
minus the Strike, with such calculated rate subject to the Minimum Interest Rate and the Maximum Interest Rate. Accordingly, the amount of interest
payable on the Notes is dependent on whether, and the extent to which, the Reference Rate is greater than 0.5% (because of the

PS-5
7 of 19
4/10/2013 4:11 PM

http://www.sec.gov/Archives/edgar/data/1160106/000095010313002282...

application of the Strike) on the Interest Determination Date. Because the Minimum Interest Rate on the Notes is equal to 0.00% per annum, if the
Reference Rate on any Interest Determination Date is equal to or less than 0.5%, you would not receive an interest payment on the related Interest
Payment Date. If the Reference Rate is equal to or less than 0.50% on every Interest 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 Reference Rate, which is the difference between 30 Year CMS Rate and 5 Year CMS Rate, wil
fluctuate. From and including April 26, 2014 to but excluding the Maturity Date, the Notes wil bear interest during each semiannual Floating Rate Interest
Period at a per annum rate equal to the product of (1) the Multiplier of 4.00 and (2) the applicable Reference Rate minus the Strike of 0.50%, with such
product subject to the Minimum Interest Rate of 0.00% per annum and the Maximum Interest Rate of 12.50% per annum. The per annum interest rate
that is determined on the relevant Interest Determination Date wil apply to the entire Floating Rate Interest Period fol owing that Interest Determination
Date, even if the difference between 30 Year CMS Rate and 5 Year CMS Rate increases during that interest period, but is applicable only to that
semiannual Floating Rate Interest Period; interest payments for al semiannual Floating Rate Interest Periods wil 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 12.50% 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 Interest Determination Date. In addition, if the product of the (1) the
applicable Reference Rate minus the Strike and (2) the Multiplier of 4.00 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.

If the CMS Rates change, the value of the Notes may not change in the same manner.

The price of your Notes may move differently than the CMS Rates. Changes in the CMS Rates may not result in a comparable change in the value of
your Notes. We discuss some of the reasons for this disparity under "--After the first year, the Notes are subject to interest payment risk based on the
Reference Rate," "--The amount of interest payable on the Notes will vary after the first year," "--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" above and "--The value of the Notes prior to maturity and the Reference Rate will be influenced
by many unpredictable factors, and the value of the Notes may be less than the price you paid" below.

The Notes will not be listed or displayed on any securities exchange or quotation system, and there may be little or no secondary market
for the Notes.

The Notes wil not have an established trading market when issued and the Notes wil not be listed or displayed on any securities exchange or
quotation system; accordingly, there may be little or no secondary market for the Notes and, as such, information regarding independent market pricing for
the Notes may be very limited or non-existent. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sel the
Notes easily. We, the Sel ing Agent and/or its affiliates may purchase and sel the Notes from time to time in the secondary market, but we, the Sel ing
Agent and/or its affiliates are not obligated to do so. If we, the Sel ing Agent and/or its affiliates make such a market in the Notes, we, the Sel ing Agent
and/or any such affiliate may stop doing so at any time and for any reason without notice. Because other dealers are not likely to make a secondary
market for the Notes, the prices at which you may be able to trade your Notes wil probably depend on the price, if any, at which we, the Sel ing Agent
and/or its affiliates may be wil ing to buy the Notes. It is expected that transaction costs in any secondary market would be high and, as a result, the
difference between bid and asked prices for your Notes in any secondary market could be substantial. There is no assurance that there wil be a
secondary market for any of the Notes. Accordingly, you should be wil ing to hold the Notes until the Maturity Date, and you may incur a loss if you sell the

PS-6
8 of 19
4/10/2013 4:11 PM

http://www.sec.gov/Archives/edgar/data/1160106/000095010313002282...

Notes prior to the Maturity Date or the Early Redemption Date, as applicable. In addition, the Sel ing Agent may, at any time, hold unsold inventory which
may inhibit the development of a secondary market for the Notes.

The value of the Notes prior to maturity and the Reference Rate will be influenced by many unpredictable factors, and the value of the
Notes may be less than the price you paid.

The value of the Notes may be less than the price you paid for 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 30 Year CMS Rate and 5 Year CMS Rate. In general, the value of the Notes wil increase when the difference between
the CMS Rates increases (to the extent that 30 Year CMS Rate is greater than 5 Year CMS Rate), and the value of the Notes wil decrease when
the difference between the CMS Rates decreases (to the extent that 30 Year CMS Rate is greater than 5 Year CMS Rate). Conversely, the
value of the Notes wil decrease when the difference between the CMS Rates increases (to the extent that 5 Year CMS Rate is greater than 30
Year CMS Rate), and the value of the Notes wil increase when the difference between the CMS Rates decreases (to the extent that 5 Year CMS
Rate is greater than 30 Year CMS Rate). 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 difference between the CMS Rates, which may have an adverse
impact on the value of the Notes;

·
the fluctuations of the CMS Rates and the possibility that the interest rate on the Notes wil decrease so that only the Minimum Interest Rate 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;

·
geopolitical conditions and economic, financial, political, regulatory, geographical, agricultural, judicial or other events that affect the markets
general y;

·
the supply and demand for the Notes in the secondary market, if any; or

·
the actual or perceived creditworthiness of Lloyds Bank, as the Issuer of the Notes, and LBG, as the Guarantor of Lloyds Bank's obligations
under the Notes, including actual or anticipated downgrades in LBG's or Lloyds Bank's credit ratings.

Some or al of these factors wil influence the price that you wil receive if you sel your Notes prior to the Maturity Date or the Early Redemption Date
in the secondary market, if any. If you sell your Notes before the Maturity Date or the Early Redemption Date, the price that you receive may be
less, and may be substantially less, than the price which you paid.

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

We may redeem the Notes prior to the Maturity Date on any semiannual Interest Payment Date, beginning on April 26, 2023. 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

PS-7
9 of 19
4/10/2013 4:11 PM

http://www.sec.gov/Archives/edgar/data/1160106/000095010313002282...

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 30 Year CMS Rate exceeds 5 Year CMS Rate--that is, the
higher the expected semiannual interest payments--the more likely it wil be that we wil elect to redeem the Notes. In contrast, we are generally 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.

There may be potential conflicts of interest between investors in the Notes and us and our affiliates and the Selling Agent and its
affiliates.

We and our affiliates and the Sel ing Agent and its affiliates play a variety of roles in connection with the issuance of the Notes, including acting as
Calculation Agent and hedging our obligations under the Notes. Trading activities related to interest rate movements, including short-term and long-term
interest rate swaps and other instruments that may affect interest rates, have been entered into or may be entered into on behalf of us, our affiliates, the
Sel ing Agent, its affiliates or their respective customers, that are not for the account of the investors in the Notes or on their behalf. In particular, as
described below under "Use of Proceeds; Hedging," we, the Sel ing Agent and/or its affiliates may hedge our obligations under the Notes by purchasing
securities, futures, options or other derivative instruments with returns linked or related to changes in the levels of the CMS Rates, and we may adjust
these hedges by, among other things, purchasing or sel ing securities, futures, options or other derivative instruments at any time. These trading activities
may present a conflict between the investors' interests in the Notes and the interests we, our affiliates and the Sel ing Agent and its affiliates will have in
each of their respective proprietary accounts and in facilitating transactions, including block trades and options and other derivatives transactions, for their
respective customers and in accounts under each of their respective management. These trading activities, if they influence the levels of the CMS Rates or
any other factor that may affect the amount of interest that may be paid on any Floating Interest Rate Interest Payment Date, could be adverse to your
interests as an investor in the Notes. It is possible that we, the Sel ing Agent and/or its affiliates could receive substantial returns from these hedging
activities while the value of the Notes declines.

There may be potential conflicts of interest between investors in the Notes and the Calculation Agent.

As Calculation Agent for your Notes, Barclays Bank PLC, an affiliate of the Sel ing Agent, wil have discretion in making certain determinations that
affect your Notes, including determining the CMS Rates on any Interest Determination Date, which the Paying Agent wil use to determine the amount we
wil pay on any applicable Floating Interest Rate Interest Payment Date during the Floating Rate Interest Periods. The exercise of this discretion by
Barclays Bank PLC could adversely affect the value of your Notes and may present a conflict of interest between the investors' interests in the Notes and
the interests of Barclays Bank PLC. We may change the Calculation Agent at any time without notice to you.

We and our affiliates and the Selling Agent and its affiliates have published or may in the future publish reports, express opinions or
provide recommendations and engage in other transactions that could adversely affect the value of the Notes.

We and our affiliates and the Sel ing Agent and its affiliates have published or may in the future publish reports from time to time on financial markets
and other matters that may influence the value of the Notes or express opinions or provide recommendations that are inconsistent with purchasing or
holding the Notes. Any such reports, opinions or recommendations may not be consistent with each other and may be modified from time to time without
notice. Investors should make their own independent investigation of the merits of investing in the Notes.

We and the Sel ing Agent or any of its affiliates also may issue, underwrite or assist unaffiliated entities in the issuance or underwriting of other
securities or financial instruments that may have features similar to those of the Notes, including similar rates of interest or maturities. By introducing
competing products into the marketplace in this manner, we and the Sel ing Agent or its affiliates could adversely affect the value of the Notes.

The historical levels of the CMS Rates should not be taken as an indication of the future levels of such rates.

In the past, the levels of the CMS Rates have experienced significant fluctuations. You should note that historical levels, fluctuations and trends of the
CMS Rates are not necessarily indicative of future levels. Any historical upward

PS-8
10 of 19
4/10/2013 4:11 PM