Obligation Llyods Bank 0% ( US53944VAL36 ) en USD

Llyods Bank

100 % ⇌

Royaume-Uni

US53944VAL36 ( en USD )

17/08/2018 - Obligation échue

Prospectus brochure de l'obligation Lloyds Bank US53944VAL36 en USD 0%, échue

200 000 USD

300 000 000 USD

53944VAL3

Lloyds Banking Group est une société financière britannique fournissant des services bancaires de détail, commerciaux et de gestion de patrimoine à travers ses marques, dont Lloyds Bank, Halifax et Bank of Scotland.

L'Obligation émise par Llyods Bank ( Royaume-Uni ) , en USD, avec le code ISIN US53944VAL36, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 17/08/2018

L'Obligation émise par Llyods Bank ( Royaume-Uni ) , en USD, avec le code ISIN US53944VAL36, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Llyods Bank ( Royaume-Uni ) , en USD, avec le code ISIN US53944VAL36, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 dp58768_424b2.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Maximum
Aggregate Offering
Amount of
Title of Each Class of Securities Offered
Price
Registration Fee (1)
2.000% Senior Notes due 2018
$700,000,000
$81,340
2.700% Senior Notes due 2020
$1,000,000,000
$116,200
Floating Rate Notes due 2018
$300,000,000
$34,860
Total
$2,000,000,000
$232,400

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

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

PROSPECTUS SUPPLEMENT
(to prospectus dated June 7, 2013)

$2,000,000,000

Lloyds Bank plc
fully and unconditionally guaranteed by
Lloyds Banking Group plc
$700,000,000 2.000% Senior Notes due 2018
$1,000,000,000 2.700% Senior Notes due 2020
$300,000,000 Floating Rate Notes due 2018

From and including the date of issuance, interest will be paid on the 2.000% senior notes due 2018 (the "2018 Fixed Rate Senior Notes") and
on the 2.700% senior notes due 2020 (the "2020 Fixed Rate Senior Notes" and, together with the 2018 Fixed Rate Senior Notes, the "Fixed Rate
Senior Notes"). The interest for the Fixed Rate Senior Notes will be paid semi-annually in arrears on February 17 and August 17 of each year,
commencing on February 17, 2016. The 2018 Fixed Rate Senior Notes will bear interest at a rate of 2.000% per year and the 2020 Fixed Rate
Senior Notes will bear interest at a rate of 2.700% per year. Interest on the floating rate notes due 2018 (the "Floating Rate Notes") will be payable
quarterly in arrears on February 17, May 17, August 17 and November 17, of each year, commencing on November 17, 2015. In this prospectus
supplement, we refer to the Fixed Rate Senior Notes and the Floating Rate Notes collectively as the "Senior Notes".

The Senior Notes will be issued in denominations of $200,000 and in multiples of $1,000 in excess thereof. The Senior Notes will 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. The
Senior Notes are fully and unconditionally guaranteed by Lloyds Banking Group plc ("LBG").

Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Senior
Notes, by its acquisition of the Senior Notes, each holder and beneficial owner of the Senior Notes acknowledges, accepts, agrees to be
bound by and consents to the exercise of any UK bail-in power (as defined below) by the relevant UK resolution authority that may result
in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all,
or a portion, of the principal amount of, or interest on, the Senior Notes into shares or other securities or other obligations of LBG or
another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due
http://www.sec.gov/Archives/edgar/data/1160106/000095010315006444/dp58768_424b2.htm[8/12/2015 9:21:00 AM]

on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which UK
bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant
UK resolution authority of such UK bail-in power. Each holder and beneficial owner of the Senior Notes further acknowledges and agrees
that the rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give
effect to, the exercise of any UK bail-in power by the relevant UK resolution authority.

For these purposes, a "UK 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 (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 UK resolution regime under the Banking
Act 2009 as the same has been or may be amended from time to time (whether pursuant to the UK Financial Services (Banking Reform)
Act 2013 (the "Banking Reform Act 2013"), secondary legislation or otherwise, the "Banking Act"), pursuant to which obligations of a
bank, banking group

company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, amended, transferred and/or converted into
shares or other securities or obligations of the obligor or any other person (and a reference to the "relevant UK resolution authority" is to
any authority with the ability to exercise a UK bail-in power).

By its acquisition of the Senior Notes, each holder and beneficial owner of the Senior 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 UK bail-in power by the relevant UK resolution authority with respect to the
Senior Notes.

We may redeem the Senior Notes, in whole but not in part, at any time at 100% of their principal amount plus accrued interest upon the
occurrence of certain tax events described in this prospectus supplement and accompanying prospectus. We intend to apply to list the Senior Notes
on the New York Stock Exchange in accordance with its rules.

Investing in the Senior Notes involves risks. See "Risk Factors" beginning on page S-6 of this prospectus supplement and as incorporated
by reference herein.

By its acquisition of the Senior Notes, each holder and beneficial owner shall also be deemed to have (i) consented to the exercise of any UK
bail-in power as it may be imposed without any prior notice by the relevant UK resolution authority of its decision to exercise such power with
respect to the Senior 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 Senior Notes to take any and all necessary action, if required, to implement the exercise of any UK
bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such holder or beneficial
owner or the Trustee.

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

Proceeds to us
Underwriting
(before

Price to Public
Discount

expenses)
Per 2018 Fixed Rate Senior Note
99.803%
0.200%
99.603%
Total for 2018 Fixed Rate Senior Notes
$698,621,000
$1,400,000
$697,221,000
Per 2020 Fixed Rate Senior Note
99.944%
0.300%
99.644%
Total for 2020 Fixed Rate Senior Notes
$999,440,000
$3,000,000
$996,440,000
Per Floating Rate Note
100.000%
0.200%
99.800%
Total for Floating Rate Notes
$300,000,000
$600,000
$299,400,000
Total
$1,998,061,000
$5,000,000
$1,993,061,000

http://www.sec.gov/Archives/edgar/data/1160106/000095010315006444/dp58768_424b2.htm[8/12/2015 9:21:00 AM]

The initial public offering prices set forth above do not include accrued interest, if any. Interest on the Senior Notes will accrue from the date of
issuance, which is expected to be August 17, 2015. See "Underwriting".

We may use this prospectus supplement and the accompanying prospectus in the initial sale of the Senior 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 Senior
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 Senior 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 August 17,
2015.

Joint Bookrunning Managers

BofA Merrill
Citigroup Goldman, Sachs &
Lloyds
Morgan
RBC Capital Markets
Lynch
Co.
Securities
Stanley

Prospectus Supplement dated August 10, 2015

TABLE OF CONTENTS

Prospectus Supplement

Page

About this Prospectus Supplement
S-i
Incorporation of Information by Reference
S-ii
Forward-Looking Statements
S-ii
Summary
S-1
Risk Factors
S-6
Use of Proceeds
S-6
Capitalization of the Group
S-11
Ratio of Earnings to Fixed Charges
S-11
Description of the Senior Notes
S-12
Certain UK and U.S. Federal Tax Consequences
S-20
Underwriting
S-25
Legal Opinions
S-28
Experts
S-28

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
http://www.sec.gov/Archives/edgar/data/1160106/000095010315006444/dp58768_424b2.htm[8/12/2015 9:21:00 AM]

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" and "Lloyds Bank" mean Lloyds Bank plc;

·
"LBG" means Lloyds Banking Group plc;

·
"Group" means Lloyds Banking Group plc together with its subsidiaries and associated undertakings;

S-i

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

·
"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 and LBG to incorporate by reference much of the information that LBG files with them. This means:

·
incorporated documents are considered part of this prospectus supplement;

·
we and LBG can disclose important information to you by referring you to these documents; and

·
information that LBG files 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, 2014 filed with the SEC on March 12,
2015, (ii) LBG's report on Form 6-K filed with the SEC on June 3, 2015 disclosing the results of the hearing for declaratory judgment on enhanced
capital notes, (iii) LBG's report on Form 6-K filed with the SEC on June 5, 2015 disclosing its settlement with the Financial Conduct Authority,
(iv) LBG's report on Form 6-K filed with the SEC on June 29, 2015 disclosing a change to LBG's board of directors, (v) LBG's report on Form 6-
K filed with the SEC on June 30, 2015 disclosing the sale of TSB Banking Group plc, (vi) LBG's report on Form 6-K filed with the SEC on July
17, 2015 disclosing changes to membership of the Remuneration Committee and Nomination and Governance Committee, (vii) LBG's report on
Form 6-K filed with the SEC on July 31, 2015 including the interim results for LBG for the six months ended June 30, 2015, (viii) LBG's report on
Form 6-K filed with the SEC on July 31, 2015 disclosing the Group's capitalization and indebtedness on a consolidated basis as at June 30, 2015;
and (ix) LBG's report on Form 6-K filed with the SEC on July 31, 2015 disclosing the ratio of earnings to fixed charges and the ratio of earnings to
combined fixed charges and preference dividends as at June 30, 2015.
http://www.sec.gov/Archives/edgar/data/1160106/000095010315006444/dp58768_424b2.htm[8/12/2015 9:21:00 AM]

We and LBG also incorporate by reference in this prospectus supplement and accompanying prospectus any future documents LBG 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 LBG 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 or LBG 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 and LBG caution that these statements may and often do vary materially from actual results. Accordingly, neither we nor LBG can
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 LBG's Annual Report on Form 20-F for the
year ended December 31, 2014, which is incorporated by reference herein.

S-ii

Neither we nor LBG 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

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 Senior Notes" below shall have the same meanings in this summary.

The Issuer

Lloyds Bank plc ("Lloyds Bank") was incorporated under the laws of England and Wales on April 20, 1865 (registration number 2065).
Lloyds Bank's registered office is at 25 Gresham Street, London EC2V 7HN, United Kingdom, telephone number +44 (0) 20 7626 1500. Lloyds
Bank plc is a wholly owned subsidiary of LBG. On September 23, 2013, Lloyds Bank changed its name from Lloyds TSB Bank plc to Lloyds
Bank plc following the launch of TSB Bank on September 9, 2013, ahead of its divestment as required by a ruling by the European Commission in
2009.

General

Issuer
Lloyds Bank plc

Guarantor
Lloyds Banking Group plc

Senior Notes
$700,000,000 aggregate principal amount of 2.000% Senior Notes due 2018 (the "2018 Fixed
Rate Senior Notes").

$1,000,000,000 aggregate principal amount of 2.700% Senior Notes due 2020 (the "2020 Fixed
Rate Senior Notes").

$300,000,000 aggregate principal amount of Floating Rate Notes due 2018 (the "Floating Rate
Notes").

http://www.sec.gov/Archives/edgar/data/1160106/000095010315006444/dp58768_424b2.htm[8/12/2015 9:21:00 AM]

In this prospectus supplement, we refer to the 2018 Fixed Rate Senior Notes and the 2020 Fixed
Rate Senior Notes collectively as the "Fixed Rate Senior Notes", to the Floating Rate Notes as the
"Floating Rate Notes" and to the Fixed Rate Senior Notes and the Floating Rate Notes
collectively as the "Senior Notes".

Issue Date
August 17, 2015

PROVISIONS APPLICABLE TO THE FIXED RATE SENIOR NOTES

Maturity
We will pay the Fixed Rate Senior Notes at 100% of their principal amount plus accrued interest
on August 17, 2018 for the 2018 Fixed Rate Senior Notes and on August 17, 2020 for the 2020
Fixed Rate Senior Notes.

Interest Rate
The 2018 Fixed Rate Senior Notes will bear interest at a rate of 2.000% per annum.

The 2020 Fixed Rate Senior Notes will bear interest at a rate of 2.700% per annum.

S-1

Interest Payment Dates
Every February 17and August 17, commencing on February 17, 2016, in respect of the 2018 Fixed
Rate Senior Notes.

Every February 17 and August 17, commencing on February 17, 2016, in respect of the 2020 Fixed
Rate Senior Notes.

Regular Record Dates
Interest will be paid to holders of record of the Fixed Rate Senior Notes in respect of the principal
amount thereof outstanding 15 calendar days preceding the relevant Interest Payment Date, whether
or not a business day.

Business Day Convention
Following, unadjusted

Day Count Basis
30/360

PROVISIONS APPLICABLE TO THE FLOATING RATE NOTES

Maturity
We will pay the Floating Rate Notes at 100% of their principal amount plus accrued interest on
August 17, 2018.

Interest
The interest rate for the Floating Rate Notes for the first Floating Rate Interest Period (as defined
below) will be LIBOR (as defined below) as determined on August 13, 2015 plus the Spread.
Thereafter, the interest rate for each Floating Rate Interest Period will be LIBOR as determined on
the applicable Interest Determination Date (as defined below) plus the Spread.

Spread
78 basis points.

Interest Payment Dates
Interest on the Floating Rates Notes will be paid quarterly in arrears on February 17, May 17,
August 17 and November 17, of each year, commencing on November 17, 2015 (each, a "Floating
Rate Interest Payment Date").

Regular Record Dates
Interest will be paid to holders of record of the Floating Rate Notes in respect of the principal
amount thereof outstanding 15 calendar days preceding the relevant Interest Payment Date, whether
or not a business day.

Interest Reset Dates
Floating Rate Interest Payment Dates.

http://www.sec.gov/Archives/edgar/data/1160106/000095010315006444/dp58768_424b2.htm[8/12/2015 9:21:00 AM]

Interest Periods
The first interest period will begin on and include August 17, 2015 and will end on and exclude
November 17, 2015. Thereafter, the interest periods will be the periods from and including an
Interest Payment Date to but excluding the immediately succeeding Interest Payment Date
(together with the first interest period, each a "Floating Rate Interest Period"). However, the final
Floating Rate Interest Period will be the period from and including the Interest Payment Date
immediately preceding the Maturity Date to but excluding the Maturity Date.

Interest Determination Date
Interest for each Floating Rate Interest Period will be determined on the second London Banking
Day (as defined below) preceding the first day of such Floating Rate Interest Period.

Business Day Convention
Actual/360

S-2

Day Count Basis
Modified following, adjusted

Calculation Agent
The Bank of New York Mellon

PROVISIONS APPLICABLE TO ALL OF THE SENIOR NOTES

Ranking
The Senior Notes will 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.

Agreement with Respect to the Exercise
Notwithstanding any other agreements, arrangements, or understandings between us and any
of UK Bail-in Power
holder or beneficial owner of the Senior Notes, by its acquisition of the Senior Notes, each holder
and beneficial owner of the Senior Notes acknowledges, accepts, agrees to be bound by and
consents to the exercise of any UK bail-in power (as defined below) by the relevant UK resolution
authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal
amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal
amount of, or interest on, the Senior Notes into shares or other securities or other obligations of
LBG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior
Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which
interest becomes payable, including by suspending payment for a temporary period; which UK
bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to
give effect to the exercise by the relevant UK resolution authority of such UK bail-in power. Each
holder and beneficial owner of the Senior Notes further acknowledges and agrees that the rights of
the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if
necessary, solely to give effect to, the exercise of any UK bail-in power by the relevant UK
resolution authority.

For these purposes, a "UK 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 UK resolution
regime under the Banking Act as the same has been or may be amended from time to time
(whether pursuant to the Banking Reform Act 2013, secondary legislation or otherwise), pursuant
to which obligations of a bank, banking group company, credit institution or investment firm or
any of its affiliates can be reduced, cancelled, amended, transferred and/or converted into shares or
other securities or obligations of the obligor or any other person (and a reference to the "relevant
http://www.sec.gov/Archives/edgar/data/1160106/000095010315006444/dp58768_424b2.htm[8/12/2015 9:21:00 AM]

UK resolution authority" is to any authority with the ability to exercise a UK bail-in power).

S-3

Repayment
of Principal
and
No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and
Payment of
payable after the exercise of any UK bail-in power by the relevant UK resolution authority unless, at the time that such repayment
Interest
or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the
After
laws and regulations of the United Kingdom and the European Union applicable to us and the Group.
Exercise of
UK Bail-in
Power

Guarantee
Payment in full to the holders of the Senior Notes and payment in full to the Trustee of amounts due and owing under the senior
debt indenture are fully and unconditionally guaranteed by LBG. The guarantee will constitute LBG's direct, unconditional,
unsecured and unsubordinated obligations ranking pari passu with all of LBG's other outstanding unsecured and unsubordinated
obligations, present and future, except such obligations as are preferred by operation of law.

Additional
We may, without the consent of the holders of the Senior Notes, issue additional notes having the same ranking and same interest
Issuances
rate, maturity date, redemption terms and other terms as the Senior Notes described in this prospectus supplement except for the
price to the public, issue date and first interest payment date, provided however that such additional notes of any series must be
fungible with the outstanding Senior Notes of that series for U.S. federal income tax purposes. See "Description of the Senior
Notes--Additional Issuances" in this prospectus supplement.

Tax
In the event of various tax law changes that require us to pay additional amounts and other limited circumstances as described
Redemption
under "Description of the Senior Notes--Tax Redemption " in this prospectus supplement and "Description of Debt Securities--
Redemption" in the accompanying prospectus we may redeem all, but not less than all, of the Senior Notes of any series prior to
maturity.

Book-Entry
We will issue the Senior Notes in fully registered form in denominations of $200,000 and integral multiples of $1,000 in excess
Issuance,
thereof. The Senior Notes will be represented by one or more global securities registered in the name of a nominee of DTC. You
Settlement
will hold beneficial interests in the Senior Notes through DTC and its direct and indirect participants, including Euroclear and
and
Clearstream Luxembourg, and DTC and its direct and indirect participants will record your beneficial interest on their books. We
Clearance
will not issue certificated notes as described in the accompanying prospectus. Settlement of the Senior Notes will occur through
DTC in same day funds. For information on DTC's book-entry system, see "Description of Debt Securities--Form of Debt
Securities; Book-Entry System" in the accompanying prospectus.

CUSIP
53944V AJ8 for the 2018 Fixed Rate Senior Notes

53944V AK5 for the 2020 Fixed Rate Senior Notes

53944V AL3 for the Floating Rate Notes

S-4

ISIN
US53944VAJ89 for the 2018 Fixed Rate Senior Notes
http://www.sec.gov/Archives/edgar/data/1160106/000095010315006444/dp58768_424b2.htm[8/12/2015 9:21:00 AM]

US53944VAK52 for the 2020 Fixed Rate Senior Notes

US53944VAL36 for the Floating Rate Notes

Common Code
127706352 for the 2018 Fixed Rate Senior Notes

127706336 for the 2020 Fixed Rate Senior Notes

127706344 for the Floating Rate Notes

Listing and Trading
We intend to apply to list the Senior Notes on the New York Stock Exchange.

Trustee and Principal Paying Agent
The Bank of New York Mellon, acting through its London office, a banking 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 Senior Notes.

Timing and Delivery
We currently expect delivery of the Senior Notes to occur on August 17, 2015, which will be the
fifth business day following the pricing of the Senior Notes (such settlement cycle being referred
to as "T+5"). Trades in the secondary market generally are required to settle in three business
days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who
wish to trade Senior Notes on the date of pricing or the next succeeding business day will be
required, by virtue of the fact that the Senior Notes initially will settle in T+5, to specify an
alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of
Senior Notes who wish to trade Senior 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., Lloyds Securities Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and RBC Capital Markets,
LLC.

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 Senior Notes. For further
information, see "Underwriting".

Governing Law
The Senior Indenture (as defined below), the Sixth Supplemental Indenture (as defined below), the
Senior Notes and the guarantee are governed by, and construed in accordance with, the laws of the
State of New York.

S-5

RISK FACTORS

Prospective investors should consider carefully the risk factors incorporated by reference into this prospectus supplement and as set out below
as well as the other information set out elsewhere in this prospectus supplement (including any other documents incorporated by reference herein)
and reach their own views prior to making any investment decision with respect to the Notes.

Set out below and incorporated by reference herein are certain risk factors which could have a material adverse effect on our business,
operations, financial condition or prospects and cause our future results to be materially different from expected results. Our results could also be
affected by competition and other factors. These factors should not be regarded as a complete and comprehensive statement of all potential risks
and uncertainties we face. We have described only those risks relating to our operations or an investment in the Notes that we consider to be
material. There may be additional risks that we currently consider not to be material or of which we are not currently aware, and any of these risks
http://www.sec.gov/Archives/edgar/data/1160106/000095010315006444/dp58768_424b2.htm[8/12/2015 9:21:00 AM]

could have the effects set forth below. All of these factors are contingencies which may or may not occur and we are not in a position to express a
view on the likelihood of any such contingency occurring. Investors should note that they bear our solvency risk. Each of the risks highlighted below
could have a material adverse effect on the amount of principal and interest which investors will receive in respect of the Notes. In addition, each of
the highlighted risks could adversely affect the trading price of the Notes or the rights of investors under the Notes and, as a result, investors could
lose some or all of their investment. You should consult your own financial, tax and legal advisers regarding the risks of an investment in the Notes.

We believe that the factors described below as relating to the Notes represent the principal risks inherent in investing in Notes, but we may be
unable to pay interest, principal or other amounts on or in connection with the Notes for other reasons and we do not represent that the statements
below regarding the risks of holding the Notes are exhaustive. Prospective investors should also read the detailed information set out elsewhere in
this prospectus supplement (including any documents deemed to be incorporated by reference herein) and reach their own views prior to making
any investment decision.

Lloyds Bank is a principal operating subsidiary of LBG and accounts for a significant portion of the consolidated assets, liabilities and
operating profits of LBG. Accordingly, the risk factors incorporated by reference which relate to LBG and the Group will also be of relevance to
Lloyds Bank.

Risks relating to Lloyds Bank, LBG and the Group

For a description of the risks associated with Lloyds Bank, LBG and the Group, see the section entitled "Risk Factors" of our Annual Report on
Form 20-F for the year ended December 31, 2014, which is incorporated by reference herein.

Risks relating to the Senior Notes

The Senior Notes are unsecured and are effectively subordinated to our secured indebtedness.

Our Senior Notes are unsecured, will be effectively subordinated to all secured indebtedness we may incur, to the extent of the assets securing
such indebtedness. The indenture relating to our Senior Notes does not restrict our ability to incur secured indebtedness in the future. In the event of
our insolvency, bankruptcy, liquidation, reorganization, dissolution or winding up, to the extent we have granted security over our assets, the assets
securing such indebtedness will be used to satisfy the obligations under such indebtedness before we can make payments on the Senior Notes.
There may only be limited assets available to make payments on the Senior Notes in the event of an acceleration of the Senior Notes and we may
not have sufficient assets to pay amounts due on any or all of our Senior Notes then outstanding.

An active trading market may not develop for the Senior Notes.

Prior to the offering, there was no existing trading market for the Senior Notes. We intend to apply for listing of the Senior Notes on the New
York Stock Exchange. If, however, an active trading market does not develop or is not maintained, the market price and liquidity of the Senior
Notes may be adversely affected. In that case, holders of the Senior Notes may not be able to sell Senior Notes at a particular time or may not be
able to sell Senior Notes at a favorable price. The liquidity of any market for the Senior Notes will depend on a number of factors including:

S-6

·
the number of holders of the Senior Notes;

·
Lloyds Bank's and LBG's credit ratings published by major credit rating agencies;

·
our financial performance;

·
the market for similar securities;

·
the interest of securities dealers in making a market in the notes;

·
prevailing interest rates; and

·
the introduction of any financial transaction tax.

We cannot assure you that an active market for the notes will develop or, if developed, that it will continue.
http://www.sec.gov/Archives/edgar/data/1160106/000095010315006444/dp58768_424b2.htm[8/12/2015 9:21:00 AM]

Document Outline

#1">
- #1">