Obligation Llyods Bank 2% ( US5394E8CJ65 ) en USD

Llyods Bank

100 % ⇌

Royaume-Uni

US5394E8CJ65 ( en USD )

2% par an ( paiement semestriel )

27/03/2024 - Obligation échue

Prospectus brochure de l'obligation Lloyds Bank US5394E8CJ65 en USD 2%, échue

1 000 USD

3 000 000 USD

5394E8CJ6

A+ ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

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 US5394E8CJ65, paye un coupon de 2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 27/03/2024

L'Obligation émise par Llyods Bank ( Royaume-Uni ) , en USD, avec le code ISIN US5394E8CJ65, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Llyods Bank ( Royaume-Uni ) , en USD, avec le code ISIN US5394E8CJ65, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/1160106/000095010314002098...
424B5 1 dp45044_424b5-ps53.htm FORM 424B5
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration
Title of Each Class of Securities Offered
Offering Price
Fee (1)
Senior Floating Rate Notes Linked to the 30-Year Constant Maturity Swap Rate due March 27, 2024
$3,000,000.00
$386.40
Guarantee of Senior Floating Rate Notes Linked to the 30-Year Constant Maturity Swap Rate due March 27, 2024

(2)
Total
$3,000,000.00
$386.40
(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. 53
Filed Pursuant to Rule 424(b)(5)
(To Prospectus Supplement dated June 7, 2013 and Prospectus dated
Registration Nos. 333-189150 and 333-189150-01
June 7, 2013)
March 24, 2014
US$3,000,000
Lloyds Bank plc
fully and unconditionally guaranteed by
Lloyds Banking Group plc
Senior Floating Rate Notes Linked to the 30-Year Constant Maturity Swap Rate due March 27, 2024
Medium-Term Notes, Series A
As further described below, interest will accrue and be payable on the notes quarterly, in arrears, at a variable per annum rate equal
to 76.00% of the 30-Year Constant Maturity Swap Rate, subject to the Minimum Interest Rate of 2.00% per annum. 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.
Key Terms:
Notes:
Senior Floating Rate Notes Linked to Issuer:
Lloyds Bank plc
the 30-Year Constant Maturity Swap
Rate due March 27, 2024,
Guarantor:
Lloyds Banking Group plc
Medium-Term Notes, Series A (each
a "Note" and collectively, "the
Aggregate Principal Amount: US$3,000,000
Notes")
Trade Date:
March 24, 2014
Issue Price:
At variable prices
Issue Date:
March 27, 2014
Denominations:
Minimum denominations of
US$1,000 and multiples of US$1,000
Maturity Date:
March 27, 2024
thereafter.
Business Day:
New York and London, following
CUSIP:
5394E8CJ6
Day-Count Convention:
30/360
ISIN:
US5394E8CJ65
Ranking:
The 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.
Guarantee:
The Notes are fully and unconditionally guaranteed by the Guarantor. The Guarantee will 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.
Payment at Maturity:
100% repayment of principal, plus any accrued and unpaid interest, at maturity. Repayment of principal at
maturity and all payments of interest are subject to the creditworthiness of Lloyds 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), the per annum interest rate will be equal to the Reference
Rate times the Multiplier, subject to the Minimum Interest Rate.
Reference Rate:
The Constant Maturity Swap Rate with a maturity of 30 years ("CMS30") determined pursuant to the
provisions set forth under "Determination of CMS30" and "Unavailability of CMS30" below.
Multiplier:
76.00%
Minimum Interest Rate:
2.00% per annum
1 of 17
3/26/2014 11:37 AM

http://www.sec.gov/Archives/edgar/data/1160106/000095010314002098...
Interest Payment Dates:
Quarterly, payable in arrears on the 27th day of each March, June, September and December, commencing
on (and including) June 27th and ending on the Maturity Date. If any Interest Payment Date is not a Business
Day, interest will be paid on the following Business Day, and interest on that payment will not accrue
during the period from and after the originally scheduled Interest Payment Date.
Listing:
The Notes will not be listed or displayed on any securities exchange or quotation system.
Trustee and Paying Agent: The Bank of New York Mellon, acting through its London Branch
Selling Agent:
Barclays Capital Inc. (the "Selling Agent")
Calculation Agent:
Barclays Bank PLC
(Key Terms continued on following page)
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-3 below.
The Issuer's estimated value of the Notes as of the Trade Date is approximately $954.01, which is less than the Issue Price. Please see "Issuer's Estimated Value of
the Notes" on page PS-1 below and "Risk Factors" beginning on page PS-3 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 passe
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 Bank plc
Per Note
At variable prices
$45,000.00
$2,955,000.00
Total
At variable prices
$15.00
$985.00
(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 will not be less than $985.00 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-- The price you pay for the Notes may be higher than the prices paid
by other investors" on page PS-3 of this pricing supplement.
(2) The proceeds you might expect to receive if you were able to resel the Notes on the Issue Date are expected to be less than the Issue Price of the Notes. This is because the
Issue Price of 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 -- The Issuer's estimated value of the Notes on the Trade Date is less than the Issue Price of the Notes" on page PS-4 of this pricing supplement and
"Supplemental Plan of Distribution" beginning on page PS-11 of this pricing supplement.
(3) The Selling Agent will receive commissions from the Issuer of up to $15.00 per $1,000.00 principal amount of the Notes, or up to $45,000.00 of the aggregate principal
amount of the Notes, and may retain all or a portion of these commissions or use al or a portion of these commissions to pay selling concessions or fees to other dealers. In no
event will the commissions received by the Seling Agent, which include seling concessions or fees to other dealers, exceed $15.00 per $1,000.00 principal amount of the
Notes. See "Supplemental Plan of Distribution" beginning on page PS-11 of this pricing supplement.

March 24, 2014

2 of 17
3/26/2014 11:37 AM

http://www.sec.gov/Archives/edgar/data/1160106/000095010314002098...

(Key Terms continued from previous page)
Interest Periods:
The first Interest Period will begin on, and will include, the Issue Date and end on, but exclude, the first
Interest Payment Date. Each subsequent Interest Period will begin on, and include, the Interest Payment
Date for the preceding Interest Period and end on, but exclude, the next following Interest Payment
Date. The final Interest Period will end on, but exclude, the Maturity Date.
Interest Reset Dates:
For each Interest Period commencing on or after the Issue Date, the first day of such Interest Period
Interest Determination
The second U.S. Government Securities Business Day prior to the relevant Interest Reset Date
Dates:
U.S. Government
Any day other than a Saturday, Sunday, or a day on which the Securities Industry and Financial Markets
Securities Business Day:
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.
Day Count Basis:
Interest payable with respect to an Interest Period will be computed on the basis of a 360-day year of
twelve 30-day months.
Payment Determination:
The Paying Agent will calculate the amount you will be entitled to receive on each Interest Payment Date
and at maturity. For each Interest Determination Date, the Calculation Agent will cause to be communicated
to us, the Trustee and the Paying Agent, the relevant Reference Rate. The Paying Agent will calculate the
amount you will be entitled to receive on each Interest Payment Date and at maturity using the Reference
Rate as so provided.
CMS30:
The interest rate on the Notes is determined with reference to the 30-Year Constant Maturity Swap Rate
("CMS30"), which is the "constant maturity swap rate" that measures the fixed rate of interest payable
on a hypothetical fixed-for-floating U.S. dollar interest rate swap transaction with a maturity of thirty
years. In such a hypothetical swap transaction, the fixed rate of interest, payable semi-annually on the basis
of a 360-day year consisting of twelve 30-day months, is exchangeable for a floating 3-month
LIBOR-based payment stream that is payable quarterly on the basis of the actual number of days elapsed
during a quarterly period in a 360-day year. "LIBOR" is the London Interbank Offered Rate, and is the
rate of interest at which banks borrow funds from each other in the London interbank market. 3-Month
LIBOR is the rate of interest which banks in London charge each other for loans for a period of three
months. CMS30 is one of the market-accepted indicators of longer-term interest rates.
Determination of
CMS30 with respect to any Interest Determination Date will be determined by reference to Reuters
CMS30:
ISDAFIX1 page (the "ISDAFIX1 Page") as of 11:00 a.m., New York City time, on such Interest
Determination Date, subject to the provisions set forth under "Unavailability of CMS30" below.
Unavailability of
If CMS30 does not appear on the ISDAFIX1 Page (or any successor page) on any Interest Determination
CMS30:
Date, then (i) CMS30 will be a percentage determined on the basis of the mid-market, semi-annual swap
rate quotations provided by five leading swap dealers in the New York City interbank market at
approximately 11:00 a.m., New York City time, on the Interest Determination Date. For this purpose, the
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. dollar interest rate swap transaction with a term
equal to 30 years, commencing on that Interest Determination Date 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 the rate displayed on "LIBOR Reuters Page 01" with a maturity of three months.

The Calculation Agent will select the five swap dealers after consultation with us and shall request the
principal New York City office of each of those dealers to provide a quotation of its rate. If (i) more than
three quotations are provided in respect of the relevant rate, CMS30 for that Interest Determination Date
will be the arithmetic mean of the quotations after eliminating the highest and lowest quotations (or, in the
case of quotations being equal, eliminating only one of the highest and one of the lowest quotations); (ii) if
three quotations are provided, the highest and lowest quotations will be eliminated (or, in the case of
quotations being equal, eliminating only one of the highest or one of the lowest quotations) and CMS30 for
that Interest Determination Date will be equal to the single remaining quotation; or (iii) if fewer than three
leading swap dealers selected by the Calculation Agent are quoting as described above, CMS30 will be
determined by the Calculation Agent in good faith and in a commercially reasonable manner.
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 prior to maturity.
Settlement and Clearance: DTC; Book-entry
Specified Currency:
U.S. dollars (also referred to as "US$" or "USD")
Governing Law:
New York

3 of 17
3/26/2014 11:37 AM

http://www.sec.gov/Archives/edgar/data/1160106/000095010314002098...

4 of 17
3/26/2014 11:37 AM

http://www.sec.gov/Archives/edgar/data/1160106/000095010314002098...

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 assets underlying the Notes, or any futures, options,
or swaps related to such underlying 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 typically 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 will generally 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 Selling 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 materially 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 Selling
Agent's commissions and the cost of our hedging our obligations under the Notes with a counterparty that is an affiliate of the Selling
Agent. Such hedging cost includes our counterparty's expected cost of providing such hedge, as well 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
Selling Agent or any of its affiliates, might be willing to purchase your Notes in the secondary market at any time. The price at which any
party would be willing to purchase the Notes in the secondary market, absent changes in market conditions or our creditworthiness, will
generally be lower than the estimated value on the Trade Date, because such price would take into account our secondary market credit
spreads as well as the bid-offer spread that such party would be expected to charge.

The Selling Agent has advised us that, absent changes in market conditions, our creditworthiness or other relevant factors, the price,
if any, at which the Selling Agent may initially buy or sell the Notes in the secondary market, if any, and the value that the Selling Agent
may initially use for customer account statements, if provided at all, may exceed our estimated value on the Trade Date for a temporary
period expected to be approximately 12 months after the Issue Date of the Notes, because the Selling Agent may, in its discretion, elect to
effectively reimburse to investors a portion of the estimated cost of hedging the obligations under the Notes and other costs in connection
with the Notes. The Selling Agent will make such discretionary election and has determined the temporary reimbursement period on the
basis of a number of factors, including the tenor of the Notes and any agreement the Selling Agent may have with the distributors of the
Notes. The amount of our estimated costs which the Selling Agent may effectively reimburse to investors in this way may not be allocated
ratably throughout the reimbursement period, and the Selling Agent may discontinue such reimbursement at any time or revise the duration
of the reimbursement period after the initial issue date of the Notes based on changes in market conditions and other factors that cannot be
predicted.

PS-1
5 of 17
3/26/2014 11:37 AM

http://www.sec.gov/Archives/edgar/data/1160106/000095010314002098...

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 "Guarantor" mean Lloyds Banking Group plc;

·
"Notes" refers to the Senior Floating Rate Notes Linked to the 30-Year Constant Maturity Swap Rate due March 27, 2024,
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 the prospectus, contains the terms of the Notes and supersedes
all other prior or contemporaneous oral statements as well 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 follows (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 Selling Agent, any underwriter or any dealer participating in the offering will arrange to send
you the prospectus, prospectus supplement and pricing supplement if you request them by calling your Selling 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
Selling 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 Selling Agent are offering to sell 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
6 of 17
3/26/2014 11:37 AM

http://www.sec.gov/Archives/edgar/data/1160106/000095010314002098...

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 fully 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 will not reduce market risk and other investment risks related to the Notes.

The historical level of CMS30 should not be taken as an indication of the future levels of such rate.

In the past, the level of CMS30 has experienced significant fluctuations. You should note that historical levels, fluctuations and trends
of CMS30 are not necessarily indicative of future levels. Any historical upward or downward trend in CMS30 is not an indication that
CMS30 is more or less likely to increase or decrease at any time over the term of the Notes. Changes in the level of CMS30 will affect
the value of the Notes, but neither we nor you can predict the future performance of CMS30 based on its historical performance. The
actual performance of CMS30 over the term of the Notes, as well as the interest payable on each Interest Payment Date, may bear little or
no relation to the hypothetical levels of CMS30 or to the hypothetical examples shown in this pricing supplement. Furthermore the
historical performance of CMS30 does not reflect the return the Notes would have yielded, because it does not take into account the fact
that the interest rate on the notes is based on the product of the level of CMS30 and the Multiplier, which is 76.00%.

The amount of interest payable on your Notes on each Interest Payment Date will not be affected by the level of CMS30 on any
day other than the relevant Interest Determination Date.

For each Interest Period, the amount of interest payable on each Interest Payment Date is calculated based on CMS30 on the relevant
Interest Determination Date times the Multiplier. Although the actual level of CMS30 on an Interest Payment Date or at other times during
an Interest Period may be higher than CMS30 on the relevant Interest Determination Date, you will not benefit from CMS30 at any time
other than on the relevant Interest Determination Date for such Interest Period.

The amount of interest payable on the Notes may be less than the return you could earn on other investments with a
comparable maturity.

Interest rates may change significantly over the term of the Notes, and it is impossible to predict what interest rates will be at any
point in the future. Although the interest rate on the Notes will be calculated with reference to the level of CMS30, the interest rate that
will apply during each Interest Period on the Notes may be more or less than other prevailing market interest rates at such time. 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.

PS-3
7 of 17
3/26/2014 11:37 AM

http://www.sec.gov/Archives/edgar/data/1160106/000095010314002098...

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 will not have an established trading market when issued and the Notes will 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 sell the Notes easily. We, the Selling Agent and/or its affiliates may purchase and sell the Notes
from time to time in the secondary market, but we, the Selling Agent and/or its affiliates are not obligated to do so. If we, the Selling
Agent and/or its affiliates make such a market in the Notes, we, the Selling 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 will probably depend on the price, if any, at which we, the Selling Agent and/or its affiliates may be
willing 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 will be a
secondary market for any of the Notes. Accordingly, you should be willing to hold the Notes until the Maturity Date, and you may incur a
loss if you sell the Notes prior to the Maturity Date. In addition, the Selling Agent may, at any time, hold unsold inventory which may
inhibit the development of a secondary market for the Notes.

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

The Selling 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 pay for your Notes will 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.

The Issuer's estimated value of the Notes on the Trade Date is less than the Issue Price of the Notes.

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 Selling
Agent's commissions and the cost of our hedging our obligations under the Notes with a counterparty that is an affiliate of the Selling
Agent. Such hedging cost includes our counterparty's expected cost of providing such hedge, as well 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 is determined by reference to an internal funding rate and our pricing models. Our internal funding
rate, which is a borrowing rate based on variables such as market benchmarks, our appetite for borrowing, and our existing obligations
coming to maturity, is typically 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 will generally 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
Selling 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 materially 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.

Assuming no changes in market conditions and other relevant factors, the price you may receive for your Notes in secondary market
transactions would generally be lower than both the Issue Price of the Notes and our estimated value of the Notes on the Trade Date.

PS-4
8 of 17
3/26/2014 11:37 AM

http://www.sec.gov/Archives/edgar/data/1160106/000095010314002098...

While the payments on the Notes is based on the full principal amount of your Notes, our estimated value of the Notes on the Trade
Date (as disclosed on the cover of this pricing supplement) is less than the Issue Price of the Notes. In addition, our estimated value of the
Notes on the Trade Date does not represent the price at which any party, including us and our affiliates, and the Selling Agent and its
affiliates, would be willing to purchase your Notes in the secondary market, if any, at any time. Assuming no changes in market
conditions, our creditworthiness or other relevant factors, the price, if any, at which any party would be willing to purchase the Notes
from you in secondary market transactions, if at all, would generally be lower than both the Issue Price and our estimated value of the
Notes on the Trade Date, because the secondary market price would take into account our secondary market credit spreads as well as the
bid offer spread that any such party would be expected to charge.

However, the Selling Agent has advised us that, absent changes in market conditions, our creditworthiness or other relevant factors,
the price, if any, at which the Selling Agent may initially buy or sell the Notes in the secondary market, if any, and the value that the
Selling Agent may initially use for customer account statements, if provided at all, may exceed our estimated value on the Trade Date for
a temporary period expected to be approximately 12 months after the Issue Date of the Notes, because the Selling Agent may, in its
discretion, elect to effectively reimburse to investors a portion of the estimated cost of hedging the obligations under the Notes and other
costs in connection with the Notes. The Selling Agent will make such discretionary election and has determined the temporary
reimbursement period on the basis of a number of factors, including the tenor of the Notes and any agreement the Selling Agent may have
with the distributors of the Notes. The amount of our estimated costs which the Selling Agent may effectively reimburse to investors in
this way may not be allocated ratably throughout the reimbursement period, and the Selling Agent may discontinue such reimbursement at
any time or revise the duration of the reimbursement period after the initial issue date of the Notes based on changes in market conditions
and other factors that cannot be predicted. The value of the Notes prior to maturity and the level of CMS30 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 prior to maturity and CMS30 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 following:

·
the current and projected levels of CMS30;

·
the volatility (i.e., the frequency and magnitude of changes in the level) of CMS30;

·
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 level of the interest rates and the level of CMS30 at such time the longer the time remaining
to maturity. A "time premium" results from expectations concerning the level of CMS30 during the period prior to maturity of the
Notes. As the time remaining to the maturity of the Notes decreases, this time premium will likely decrease and, depending on the
level of CMS30 at such time, may adversely affect the value of the Notes;

·
the aggregate amount of the Notes outstanding;

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

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

·
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.

PS-5
9 of 17
3/26/2014 11:37 AM

http://www.sec.gov/Archives/edgar/data/1160106/000095010314002098...

Some or all of these factors will influence the price that you will receive if you sell your Notes prior to the Maturity Date in the
secondary market, if any. If you sell your Notes before the Maturity Date, the price that you receive may be less, and may be
substantially less, than the Issue Price.

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 Selling 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 Selling 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 Selling 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 level of CMS30, and we may adjust these hedges by, among other things, purchasing or
selling 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 Selling 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 level
of CMS30 or any other factor that may affect the amount of interest that may be paid on any Interest Payment Date, could be adverse to
your interests as an investor in the Notes. It is possible that we, the Selling 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 Selling Agent, will have discretion in making certain
determinations that affect your Notes, including determining CMS30 on any Interest Determination Date, which the Paying Agent will use
to determine the amount we will pay on each Interest Payment Date. 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.

The Notes may not be a suitable investment for you under certain circumstances.

The Notes may not be a suitable investment for you if, among other things:

·
you do not seek an investment linked to CMS30;

·
you anticipate that CMS30 will decrease or that the product of the level of CMS30 and the Multiplier on each Interest
Determination Date will not be sufficient to provide you with your desired return;

·
you are unable to accept the risk that the Notes may pay interest at the Minimum Interest Rate, or interest at a low rate, in
respect of any Interest Payment Date;

·
you are unwilling to forgo guaranteed market interest rates for the term of the Notes;

·
you seek assurances that there will be a liquid market if and when you want to sell the Notes prior to maturity; or

·
you are unwilling or are unable to assume the credit risk associated with Lloyds Bank, as the Issuer of the Notes, and LBG, as
the Guarantor of the Issuer's obligations under the Notes.

PS-6
10 of 17
3/26/2014 11:37 AM