Bond Lloyds Bank 3.98% ( US5394E8BM04 ) in USD

Lloyds Bank

99.15 % ⇌

United Kingdom

US5394E8BM04 ( in USD )

3.98% per year ( payment 2 times a year)

14/02/2028

Prospectus brochure of the bond Lloyds Bank US5394E8BM04 en USD 3.98%, maturity 14/02/2028

1 000 USD

5394E8BM0

N/A

14/08/2025 ( In 108 days )

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

The Bond issued by Lloyds Bank ( United Kingdom ) , in USD, with the ISIN code US5394E8BM04, pays a coupon of 3.98% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/02/2028

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424B5 1 dp36110_424b5-ps33.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 Step-Up Fixed-Rate Notes due February 14, 2028
$14,924,000.00

$2,035.63
Guarantee of Senior Callable Step-Up Fixed-Rate Notes due February 14, 2028

(2)
Total
$14,924,000.00
$2,035.63
(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. 33
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)
February 5, 2013
US $14,924,000

Lloyds TSB Bank plc
fully and unconditionally guaranteed by
Lloyds Banking Group plc

Senior Callable Step-Up Fixed-Rate Notes due February 14, 2028
Medium-Term Notes, Series A
· The Senior Callable Step-Up Fixed-Rate Notes due February 14, 2028, Medium-Term Notes, Series A (each a "Note" and collectively, the "Notes") are senior unsecured obligations
of Lloyds TSB Bank plc (the "Issuer") and are fully and unconditionally guaranteed by Lloyds Banking Group plc (the "Guarantor"). Repayment of principal at maturity and all
payments of interest on the Notes 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.
· The Notes will mature on February 14, 2028. At maturity, if the Notes have not been previously redeemed, you will be entitled to receive for each unit of your Notes a cash payment
equal to 100% of the principal amount of the Notes, plus any accrued and unpaid interest.
· We may redeem all, but not less than all, of the Notes on February 14, 2018, and on each subsequent interest payment date, provided we give at least 5 business days' prior written
notice to each holder of Notes, the trustee and The Depository Trust Company ("DTC"). The redemption price that you will be entitled to receive upon redemption will be 100% of the
principal amount of the Notes, together with any accrued and unpaid interest to, but excluding, the date on which we exercise our redemption option.
· Interest will be paid semi-annually on the 14th day of each February and August, commencing on August 14, 2013 and ending on the maturity date or upon early redemption (as
described below). If such a day is not a business day, then payment will be made on the next business day, and no additional interest will accrue with respect to such delayed payment.
· The Notes will accrue interest at the following rates per annum during the indicated year of their term:
o Years 1-5: 3.00%;
o Years 6-10: 3.98%, and
o Years 11-15: 4.73%.
· The Notes are to be issued in minimum denominations of $1,000 and multiples of $1,000 thereafter.
· The Notes will not be listed or displayed on any securities exchange or quotation system.
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· In connection with this offering, Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") will act as the selling agent (the "Selling Agent").
· We will deliver the Notes in book-entry form only through DTC on or about February 14, 2013 (the "Issue Date") against payment in immediately available funds.
· The CUSIP number for the Notes is 5394E8BM0 and the ISIN number for the Notes is US5394E8BM04.

The Notes:
Are Not FDIC Insured
Are Not Bank Guaranteed
May Lose Value
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 of this pricing
supplement.

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 and 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 offens

Per
Note

Total

Price to Public (1)

$1,000.00
$14,924,000.00
Selling Agent's Commission

$17.50
$261,170.00
Proceeds to Lloyds TSB Bank plc

$982.50
$14,662,830.00

(1) 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 original public offering price (the "Issue Price"). This
is because the Issue Price 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 Issue Price of 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-9 of this pricing supplement.

BofA Merrill Lynch
February 5, 2013

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SUMMARY OF TERMS

· Title of the Series:
Senior Callable Step-Up Fixed-Rate Notes due February 14, 2028
· Issuer:
Lloyds TSB Bank plc
· Guarantor:
Lloyds Banking Group plc
· Interest Rate Type:
Fixed-rate
· Aggregate Principal Amount:
US$14,924,000
· Denominations:
Minimum denominations of US$1,000 and multiples of US$1,000 thereafter.
· Issue Price:
100%
· Trade Date:
February 5, 2013
· Issue Date:
February 14, 2013
· Fees Charged:
The Issue Price of the Notes includes, in addition to the Selling Agent's Commission of $17.50 per Note as listed on the cover
page, an additional charge of approximately $10.00 per Note, as described more fully in "Supplemental Plan of Distribution"
beginning on page PS-9 of this pricing supplement.
· Maturity Date:
February 14, 2028, subject to redemption at the option of the Issuer (as set forth below)
· Business Day:
New York and London, following, unadjusted
· Redemption at the Option of the Issuer:
We may redeem all, but not fewer than all, of the Notes at the Redemption Price set forth below, on any Interest Payment Date on
or after February 14, 2018, provided we give at least 5 business days' prior written notice to each holder of Notes, the trustee and
DTC. If we exercise our redemption option, the Interest Payment Date on which we so exercise it will be referred to as the "Early
Redemption Date," which will be the date the Redemption Price will become due and payable and on which payments of interest
will cease to accrue.
· Redemption Price:
If we exercise our redemption option, you will 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.
· Day-Count Convention:
30/360
· 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.

PS-2
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· Payment at Maturity:
100% repayment of principal, plus any accrued and unpaid interest, at maturity or upon early redemption. Repayment of principal
at maturity or upon early redemption 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:
The Notes will accrue interest during the following periods at the following rates per annum:

Dates:
Annual Rate:

February 14, 2013 to but excluding February 14, 2018
3.00%

February 14, 2018 to but excluding February 14, 2023
3.98%

February 14, 2023 to but excluding February 14, 2028
4.73%
· Interest Payment Dates:
Semi-annually, payable in arrears on the 14th day of each February and August, commencing on August 14, 2013, and ending
on the Maturity Date or the Early Redemption Date, if applicable. If such a day is not a business day, then payment will be
made on the next business day, and no additional interest will accrue with respect to such delayed payment.
· Record Dates:
Interest will be paid to holders of record of each Note in respect of the principal amount thereof outstanding as of 15 days
preceding the relevant Interest Payment Date.
· No Survivor's Option:
Holders of the Notes will NOT have the right to require us to redeem their Notes following the death of the beneficial owner.

· Tax Redemption:
Following the occurrence of one of certain tax law changes 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.
· Repayment at the Option of Holder:
None
· Settlement and Clearance:
DTC; Book-entry
· Listing:
The Notes will not be listed or displayed on any U.S. securities exchange or quotation system.
· Trustee and Paying Agent:
The Bank of New York Mellon, acting through its London Branch
· Governing Law:
New York

PS-3
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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 Callable Step-Up Fixed-Rate Notes due February 14, 2028, 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 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 6, 2011 and the prospectus dated December 22, 2010 can be accessed at the following hyperlink:

Prospectus Supplement dated June 6, 2011 and Prospectus dated December 22, 2010

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 MLPF&S sales representative, such dealer or toll free 1-800-294-1322. A copy of these documents may also be obtained from
MLPF&S by writing to them at 100 West 33rd Street, 3rd Floor, New York, NY 10001, attention: Syndicate Operations or by e-mail to [email protected].

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 MLPF&S are offering to sell the Notes and seeking offers
to buy the Notes only in jurisdictions where it is lawful to do so. Each of this pricing supplement, the prospectus supplement and the prospectus is current only as of its respective date.

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PS-4
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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 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 Notes will be subject to early redemption at our option. We may redeem the Notes prior to the Maturity Date on any semi-annual Interest Payment Date, beginning on February
14, 2018. In addition, we have the right to redeem the Notes following the occurrence of one of certain tax law changes 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. If you intend to purchase the Notes, you must be willing to have your Notes redeemed early. We are generally more likely
to redeem the Notes during periods when we expect that interest will 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 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. Although the Interest Rate will step up during the term of the Notes, you may not benefit from any future
increase in the Interest Rate if the Notes are redeemed prior to the date on which the Interest Rate is scheduled to increase. If we redeem the Notes prior to the Maturity Date, accrued
interest will be paid on the Notes prior to such early redemption, but you will 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.

The Issue Price of 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 Selling
Agent for distributing the Notes, which is reflected in the Selling Agent's commission described on the cover of this pricing supplement, as well as certain costs associated with hedging the
obligations under the Notes. The Issue Price of the Notes reflects these factors. As a result, the value of the Notes on the Issue Date is expected to be less than the Issue Price. Assuming no
change in market conditions or any other relevant factors, the price, if any, at which the Selling Agent or another purchaser may be willing to purchase the Notes in secondary market
transactions will likely be less than the Issue Price. This is due, among other things, to the fact that the Issue Price includes, and secondary market prices are likely to exclude, the Selling
Agent's commission with respect to the Notes, and an additional charge representing an estimated profit that may be realized by our hedge counterparty in connection with transactions
through which the Notes are structured and the resulting obligations hedged. These secondary market prices may also be reduced by the costs of unwinding the related hedging transactions.
A profit may be realized from the 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 Selling Agent, as a result of dealer discounts, mark-ups or other transaction costs.

PS-5
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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 the 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 your Notes prior to the
Maturity Date or the Early Redemption Date, as applicable.

The market value of the Notes prior to maturity will be influenced by many unpredictable factors, and may be less than the Issue Price. The market value of the Notes may be
less than the Issue Price of the Notes. The market value of the Notes may be affected by a number of factors that may either offset or magnify each other, including the following:

· the time remaining to maturity of the Notes;

· the aggregate amount outstanding of the Notes;

· our right to redeem the Notes;

· 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;

· any market-making activities with respect to the Notes; 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 all of these factors will influence the price that you will receive if you sell your Notes prior to the Maturity Date or the Early Redemption Date in the secondary market, if any.
If you sell your Note before the Maturity Date or the Early Redemption Date, the price that you receive may be less, and may be substantially less, than the Issue Price or the
price which you paid.

It is possible that you may receive below-market interest in respect of one or more Interest Payment Dates. Because interest payable on your Notes accrues at a fixed rate, there
can be no guarantee that the interest you will receive on one or more of the Interest Payment Dates will be greater than the market interest rate on such dates. We are less likely to redeem the
Notes when market interest rates are higher than the applicable fixed interest rate on the Notes. We have no control over a number of matters that may affect market interest rates, including
economic, financial and political events that are important in determining the existence, magnitude and longevity of these risks and their results. You should have a view as to the Interest
Rates on the Notes (as specified on the cover of this pricing supplement) and their levels relative to market interest rates before investing, and you must be willing to forgo guaranteed
market interest rates for all or most of the term of the Notes.

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 hedging our obligations under the Notes. Trading activities related to short-term
and long-term interest rate swaps and other instruments that may affect interest rates have been entered into or
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PS-6
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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, 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. In performing these activities, the economic interests of us and our affiliates and the Selling Agent and its affiliates are potentially adverse to
your interests as an investor in the Notes.

In addition, in the ordinary course of their business activities, MLPF&S and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or
related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may
involve securities and/or instruments of ours or our affiliates. MLPF&S or its affiliates that have a lending relationship with us routinely hedge their credit exposure to us consistent with
their customary risk management policies. Typically MLPF&S and its affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit
default swaps or the creation of short positions in our securities, including potentially the Notes offered hereby. Any such short positions could adversely affect future trading prices of the
Notes offered hereby.

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 Selling 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 Selling 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 Selling
Agent or its affiliates could adversely affect the value of the Notes.

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

· 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;

· you are unwilling to accept the risk that the Notes may be redeemed prior to maturity, and are unwilling or unable to accept the risk that you may be unable to reinvest the proceeds
of such 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; 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-7
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