Bond Lloyds Bank 1.38% ( US5394E8CL12 ) in USD

Lloyds Bank

100 % ▲

United Kingdom

US5394E8CL12 ( in USD )

1.38% per year ( payment 2 times a year)

25/04/2034

Prospectus brochure of the bond Lloyds Bank US5394E8CL12 en USD 1.38%, maturity 25/04/2034

1 000 USD

3 000 000 USD

5394E8CL1

A+ ( Upper medium grade - Investment-grade )

25/10/2025 ( In 180 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.

Lloyds Bank issued a USD 3,000,000 bond (ISIN: US5394E8CL12, CUSIP: 5394E8CL1) maturing on April 25, 2034, with a 1.38% coupon rate, paying semi-annually, currently trading at 100% of par, minimum purchase size 1,000, rated A+ by S&P and NR by Moody's.

http://www.sec.gov/Archives/edgar/data/1160106/000095010314002130...
424B5 1 dp45081_424b5-ps55.htm FORM 424B5
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered
Offering Price
Registration Fee (1)
Senior Callable Capped CMS Steepener Notes due April 25, 2034
$3,000,000.00
$386.40
Guarantee of Senior Callable Capped CMS Steepener Notes due April 25, 2034

(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. 55
Filed Pursuant to Rule 424(b)(5)
(To Prospectus Supplement dated June 7, 2013
Registration Nos. 333-189150 and 333-189150-01
and Prospectus dated June 7, 2013)
March 26, 2014

US $3,000,000*
Lloyds Bank plc
fully and unconditionally guaranteed by Lloyds Banking Group plc
Senior Callable Capped CMS Steepener Notes due April 25, 2034
Medium-Term Notes, Series A
As further described below, subject to our redemption right, interest will accrue on the Notes (i) in Year 1: at a rate
of 10.00% per annum and (ii) in Years 2 to maturity (subject to our redemption right): at a variable rate per annum
equal to the product of (a) 4.00 and (b) an amount equal to the CMS Spread (equal to the difference, if any, between
the 30-Year Constant Maturity Swap Rate ("30 Year CMS Rate") and the 2-Year Constant Maturity Swap Rate ("2
Year CMS Rate")) minus 0.25% , as determined with respect to the Interest Determination Date at the start of the
related quarterly Floating Rate Interest Period; subject to the Maximum Interest Rate of 10.00% per annum for each
Floating Rate Interest Period and the minimum interest rate of 0.00% per annum. The Notes provide an above-
market interest rate in Year 1; however, for each Interest Period thereafter, the Notes will not pay any interest with
respect to the Floating Rate Interest Period if the CMS Spread is equal to or less than 0.25% on the related quarterly
Interest Determination Date. All payments are subject to the credit risk of Lloyds Bank and Lloyds Banking
Group. If Lloyds Bank and Lloyds Banking Group were to default on their respective payment obligations, you
could lose some or all of your investment.
Notes:
Senior Cal able Capped CMS Steepener Issuer:
Lloyds Bank plc
Notes due April 25, 2034, Medium-Term Guarantor:
Lloyds Banking Group plc
Notes, Series A (each a "Note" and
Aggregate Principal Amount:US$3,000,000. May be
col ectively, "the Notes").
increased prior to the
Issue Date but we are not
required to do so.
Trade Date:
March 26, 2014
Issue Price:
At variable prices
Issue Date:
April 25, 2014
CUSIP:
5394E8CL1
Maturity Date:
April 25, 2034, subject to redemption at ISIN:
US5394E8CL12
the option of the Issuer (as set forth
below).
Business Day:
New York and London, fol owing,
Day-Count Convention:
30/360
unadjusted
Payment at Maturity:
100% repayment of principal, plus any
Denominations:
Minimum denominations of
accrued and unpaid interest, at maturity.
$20,000 and integral
Repayment of principal at maturity, or
multiples of $1,000
upon early redemption, if applicable,
thereafter
and all payments of interest are
subject to the creditworthiness of
Lloyds Bank plc, as the Issuer, and
Lloyds Banking Group plc, as the
1 of 31
3/27/2014 3:02 PM

http://www.sec.gov/Archives/edgar/data/1160106/000095010314002130...
Guarantor of the Issuer's obligations
under the Notes.
Interest Rate:
For each Interest Period (as defined below) commencing on or after the Issue Date to, but
excluding, April 25, 2015, the interest rate per annum wil be equal to the Initial Interest Rate.
For each Interest Period commencing on or after April 25, 2015 (each, a "Floating Rate Interest
Period"), the interest rate per annum (the "Floating Interest Rate") wil be equal to the product of
(1) the Multiplier and (2) an amount equal to the applicable CMS Spread minus the Strike, with
such product subject to the Minimum Interest Rate and Maximum Interest Rate.
CMS Spread:
With respect to an Interest Determination Date, an Initial Interest Rate:
10.00% per annum
amount determined by the Calculation Agent equal to
the 30 Year CMS Rate for such Interest
Determination Date minus the 2 Year CMS Rate for Maximum Interest Rate: 10.00% per annum
such Interest Determination Date
CMS Rates:
The CMS Rate with a maturity of 30 years ("30 Year Minimum Interest Rate: 0.00% per annum
CMS Rate") and the CMS Rate with a maturity of 2
years ("2 Year CMS Rate"), each as they appear on
Reuters ISDAFIX1 page (the "ISDAFIX1 Page") as
of 11:00 a.m., New York City time, on the relevant
Strike:
0.25%
Interest Determination Date, subject to the
provisions set forth under "CMS Rates--
Unavailability of CMS Rates" in this pricing
supplement.
Multiplier:
For Interest Periods commencing on or after April 25, 2015: 4.00
Interest Payment Dates: Quarterly, payable in arrears on the 25th day of each January, April, July and October,
commencing on (and including) July 25, 2014, and ending on the Maturity Date or the Early
Redemption Date, if applicable.
Redemption at the
We may redeem all, but not less than al , of the Notes at the Redemption Price set forth below, on
Option of the Issuer:
any Interest Payment Date on or after April 25, 2015, provided we give at least 5 business days'
prior written notice to each holder of Notes, the trustee and The Depository Trust Company
("DTC"). If we exercise our redemption option, the Interest Payment Date on which we so exercise
it wil be referred to as the "Early Redemption Date," which shall be the date the Redemption
Price wil become due and payable and on which payments of interest wil cease to accrue.
Redemption Price:
If we exercise our redemption option, you wil be entitled to receive on the Early Redemption Date
100% of the principal amount together with any accrued and unpaid interest to, but excluding, the
Early Redemption Date.
Tax Redemption:
Fol owing the occurrence of one or more changes in tax law that would require the Issuer or the
Guarantor to pay additional amounts and in other limited circumstances as described under
"Description of the Notes and the Guarantees--Redemption for Tax Reasons" in the prospectus
supplement and "Description of Debt Securities--Redemption" in the prospectus, the Issuer may
redeem all, but not fewer than all, of the Notes prior to maturity.
Settlement and
DTC; Book-entry
Clearance:
Listing:
The Notes wil not be listed or displayed on any securities exchange or quotation system.
Trustee and Paying
The Bank of New York Mel on, acting through its London Branch
Agent:
Selling Agent:
Barclays Capital, Inc. (the "Selling Agent")
* May be increased prior to the Issue Date but we are not required to do so.
Investing in the Notes involves significant risks. See "Risk Factors" beginning on page S-2 of the prospectus
supplement and "Risk Factors" beginning on page PS-6 below.
The Issuer's estimated value of the Notes as of the Trade Date is approximately $920.90 per $1,000 principal amount
of Notes, which is less than the Issue Price of the Notes. We may sell additional Notes after the date of this pricing
supplement, with issue prices and commissions different from the amounts set forth below, in which case the
estimated value of the Notes on the date any additional Notes are traded may vary from the estimated value set
forth above, because of changes in prevailing market conditions and other variables we use to derive the estimated
value of the Notes. However the Issuer's estimated value of the Notes on any subsequent Trade Date will not be
lower than $870.00 per $1,000 principal amount of Notes. Please see "Issuer's Estimated Value of the Notes" on the
following page and "Risk Factors" beginning on page PS-6 below.
The Notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or
any other governmental agency.
2 of 31
3/27/2014 3:02 PM

http://www.sec.gov/Archives/edgar/data/1160106/000095010314002130...
None of the Securities and Exchange Commission, any state securities commission or any other regulatory body has
approved or disapproved of these Notes or passed upon the adequacy or accuracy of this pricing supplement, the
accompanying prospectus supplement or the accompanying prospectus. Any representation to the contrary is a
criminal offense.
Selling Agent's Commission

Price to Public (1) (2)
(3)
Proceeds to Lloyds Bank plc
Per Note
At variable prices
$50.00
$950.00
Total
At variable prices
$150,000.00
$2,850,000.00
(1) The Notes wil be offered from time to time in one or more negotiated transactions at varying prices to be determined at
the time of each sale, which may be at prevailing market prices, at prices related to such prevailing prices, or at
negotiated prices; provided, however, that such price wil not be less than $950.00 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 paid for
the Notes may be higher than the prices paid by other investors" on page PS-6 of this pricing supplement.
(2) The proceeds you might expect to receive if you were able to resell the Notes on the Issue Date are expected to be less
than the Issue Price of the Notes. This is because the Issue Price of the Notes includes the Sel ing Agent's commission
set forth above and also reflects certain hedging costs associated with the Notes. For additional information, see "Risk
Factors--The Issuer's estimated value of the Notes on the Trade Date is less than the Issue Price of the Notes" on page
PS-8 of this pricing supplement and "Supplemental Plan of Distribution" beginning on page PS-18 of this pricing
supplement.
(3) The Sel ing Agent wil receive commissions from the Issuer of up to $50.00 per $1,000.00 principal amount of the Notes,
or up to $150,000.00 of the aggregate principal amount of the Notes, and may retain all or a portion of these
commissions or use all or a portion of these commissions to pay sel ing concessions or fees to other dealers. See
"Supplemental Plan of Distribution" beginning on page PS-18 of this pricing supplement.

March 26, 2014

3 of 31
3/27/2014 3:02 PM

http://www.sec.gov/Archives/edgar/data/1160106/000095010314002130...

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 wil
general y result in the Notes having economic terms that are less favorable to you than if such economic terms were instead
based on the levels at which our conventional debt securities trade in the secondary market. The inclusion of the Sel ing
Agent's commission and the estimated cost of hedging our obligations under the Notes in the Issue Price of the Notes also
results in the Notes having less favorable economic terms than would otherwise be the case. Our pricing models rely on
market information available to us at the time of our calculation, and on certain assumptions about future events, which may
prove to be incorrect. Because our pricing models, market inputs, and assumptions may differ from those used by other
issuers, and because funding rates used to value similar notes by other issuers may vary material y from the rates used by us
(even among issuers with similar creditworthiness), our estimated value may not be comparable to estimated values of similar
notes of other issuers.

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

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

The Sel ing Agent has advised us that, absent changes in market conditions, our creditworthiness or other relevant
factors, the price, if any, at which the Sel ing Agent may initial y buy or sel the Notes in the secondary market, if any, and the
value that the Sel ing Agent may initial y 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 Sel ing 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 Sel ing Agent wil 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 Sel ing Agent may have with the distributors of the Notes. The amount of our
estimated costs which the Sel ing Agent may effectively reimburse to investors in this way may not be allocated ratably
throughout the reimbursement period, and the Sel ing 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.

If we decide to sel additional Notes after the Trade Date and prior to the Issue Date, each as specified on the cover of
this pricing supplement, our estimated value of the Notes on any such subsequent Trade Date may vary from the estimated
value set forth above, because of changes in prevailing market conditions and other variables we use to derive the estimated
value of the Notes. However the Issuer's estimated value of the Notes on any subsequent Trade Date wil not be lower than
$870.00 per $1,000 principal amount of Notes.

PS-1
4 of 31
3/27/2014 3:02 PM

http://www.sec.gov/Archives/edgar/data/1160106/000095010314002130...

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 Cal able Capped CMS Steepener Notes due April 25, 2034, 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 wel as any other written materials including
preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact
sheets, brochures or other educational materials of ours.

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

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

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

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

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

Alternatively, LBG, Lloyds Bank, the Sel ing Agent, any underwriter or any dealer participating in the offering wil arrange
to send you the prospectus, prospectus supplement and pricing supplement if you request them by cal ing your Sel ing Agent's
sales representative, such dealer or tol free 1-888-227-2275 (Extension 2-3430). A copy of these documents may also be
obtained from the Sel ing Agent by writing to them at 745 Seventh Avenue--Attn: US InvSol Support, New York, NY 10019.

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

PS-2
5 of 31
3/27/2014 3:02 PM

http://www.sec.gov/Archives/edgar/data/1160106/000095010314002130...

KEY TERMS

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

Title of the Notes:
Senior Cal able Capped CMS Steepener Notes due April 25, 2034, Medium-Term Notes,
Series A
Issuer:
Lloyds Bank plc
Guarantor:
Lloyds Banking Group plc
Ranking:
The Notes wil constitute our direct, unconditional, unsecured and unsubordinated obligations
ranking pari passu, without any preference among themselves, with all our other outstanding
unsecured and unsubordinated obligations, present and future, except such obligations as are
preferred by operation of law.
Guarantee:
The Notes are ful y and unconditionally guaranteed by the Guarantor. The Guarantee wil
constitute the Guarantor's direct, unconditional, unsecured and unsubordinated obligations
ranking pari passu with all of the Guarantor's other outstanding unsecured and
unsubordinated obligations, present and future, except such obligations as are preferred by
operation of law.
Aggregate Principal Amount: $3,000,000. May be increased prior to the Issue Date but we are not required to do so.
Denominations:
Minimum denominations of $20,000 and integral multiples of $1,000 thereafter
Issue Price:
At variable prices
Specified Currency:
U.S. dol ars (also referred to as "US$" or "USD")
Trade Date:
March 26, 2014
Issue Date:
April 25, 2014
Maturity Date:
April 25, 2034
Business Day:
Any day, other than a Saturday or Sunday, that is a day on which commercial banks are
general y open for business in New York City and London
Payment at Maturity:
100% repayment of principal, plus any accrued and unpaid interest, at maturity. Repayment
of principal at maturity or upon early redemption, if applicable, and all payments of
interest are subject to the creditworthiness of Lloyds Bank plc, as the Issuer, and
Lloyds Banking Group plc, as the Guarantor of the Issuer's obligations under the
Notes.
Interest Rate:
For each Interest Period commencing on or after the Issue Date to, but excluding, April 25,
2015, the interest rate per annum wil be equal to the Initial Interest Rate.
For each Interest Period commencing on or after April 25, 2015 (each, a "Floating Rate
Interest Period"), the interest rate per annum (the "Floating Interest Rate") wil be equal to
the product of (1) the Multiplier and (2) an amount equal to the applicable CMS Spread minus
the Strike, with such product subject to the Minimum Interest Rate and Maximum Interest
Rate.
Initial Interest Rate:
10.00% per annum
CMS Spread:
With respect to an Interest Determination Date, an amount determined by the Calculation
Agent equal to the 30 Year CMS Rate for such Interest Determination Date minus the 2 Year
CMS Rate for such Interest Determination Date.
CMS Rates:
The CMS Rate with a maturity of 30 years ("30 Year CMS Rate") and the CMS Rate with a
maturity of 2 years ("2 Year CMS Rate"), each as they appear on Reuters ISDAFIX1 page
(the "ISDAFIX1 Page") as of 11:00 a.m., New York City time, on the relevant Interest
Determination Date, subject to the provisions set forth under "CMS Rates--

PS-3
6 of 31
3/27/2014 3:02 PM

http://www.sec.gov/Archives/edgar/data/1160106/000095010314002130...

Unavailability of CMS Rates" in this pricing supplement.
Multiplier:
For Interest Periods commencing on or after April 25, 2015: 4.00
Strike:
0.25%
Maximum Interest
10.00% per annum
Rate:
Minimum Interest
0.00% per annum
Rate:
Interest Payment
Quarterly, payable in arrears on the 25th day of each January, April, July and October, commencing
Dates:
on (and including) July 25, 2014, and ending on the Maturity Date or the Early Redemption Date, if
applicable. If any Interest Payment Date is not a Business Day, interest wil be paid on the fol owing
Business Day, and interest on that payment wil not accrue during the period from and after the
originally scheduled Interest Payment Date.
Interest Periods:
The first period wil begin on, and wil include, the Issue Date and end on, but exclude, the first
Interest Payment Date. Each subsequent Interest Period wil begin on, and include, the Interest
Payment Date for the preceding Interest Period and end on, but exclude, the next fol owing Interest
Payment Date. The final Interest Period wil end on, but exclude, the Maturity Date (or the Early
Redemption Date, if applicable).
Interest Reset Dates: For each Interest Period commencing on or after April 25, 2015, 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
Securities Business
Markets Association (or any successor thereto) recommends that the fixed income departments of
Day:
its members be closed for the entire day for purposes of trading in U.S. government securities.
Business Day
Fol owing. If any Interest Payment Date is not a Business Day, interest wil be paid on the fol owing
Convention:
Business Day, and interest on that payment wil not accrue during the period from and after the
originally scheduled Interest Payment Date.
Day Count Basis:
Interest payable with respect to an Interest Period wil be computed on the basis of a 360-day year
of twelve 30-day months.
Payment
The Paying Agent wil calculate the amount you wil be entitled to receive on each Interest Payment
Determination:
Date, at maturity or upon early redemption, if applicable. For each Interest Determination Date, the
Calculation Agent wil cause to be communicated to us, the Trustee and the Paying Agent, the
relevant CMS Spread. The Paying Agent wil calculate the amount you wil be entitled to receive on
each Interest Payment Date, at maturity or upon early redemption, if applicable, using the CMS
Spread as so provided.
Redemption at the
We may redeem all, but not less than al , of the Notes at the Redemption Price set forth below, on
Option of the Issuer:
any Interest Payment Date on or after April 25, 2015, provided we give at least 5 business days'
prior written notice to each holder of Notes, the trustee and The Depository Trust Company
("DTC"). If we exercise our redemption option, the Interest Payment Date on which we so exercise
it wil be referred to as the "Early Redemption Date," which shall be the date the Redemption Price
wil become due and payable and on which payments of interest wil cease to accrue.
Redemption Price:
If we exercise our redemption option, you wil be entitled to receive on the Early Redemption Date
100% of the principal amount together with any accrued and unpaid interest to, but excluding, the
Early Redemption Date.
Tax Redemption:
Fol owing the occurrence of one or more changes in tax law that would require the Issuer or the
Guarantor to pay additional amounts and in other limited circumstances as described under
"Description of the Notes and the Guarantees--Redemption for Tax Reasons" in the prospectus
supplement and "Description of Debt Securities--Redemption" in the prospectus, the Issuer may
redeem all, but not fewer than all, of the

PS-4
7 of 31
3/27/2014 3:02 PM

http://www.sec.gov/Archives/edgar/data/1160106/000095010314002130...

Notes prior to maturity.
Settlement and
DTC; Book-entry
Clearance:
Listing:
The Notes wil not be listed or displayed on any securities exchange or quotation system.
Calculation Agent:
Barclays Bank PLC
Selling Agent:
Barclays Capital, Inc. (the "Selling Agent")
Trustee and Paying
The Bank of New York Mel on, acting through its London Branch
Agent:
Governing Law:
New York
CUSIP:
5394E8CL1
ISIN:
US5394E8CL12
Estimated Value:
The Issuer's estimated value of the Notes as of the Trade Date is as set forth on the cover of this
pricing supplement. Please see "Issuer's Estimated Value of the Notes" on page PS-1 above and
"Risk Factors" beginning on page PS-6 below.

PS-5
8 of 31
3/27/2014 3:02 PM

http://www.sec.gov/Archives/edgar/data/1160106/000095010314002130...

RISK FACTORS

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

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

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

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

The Sel ing Agent proposes to offer the Notes from time to time for sale to investors in one or more negotiated
transactions, or otherwise, at prevailing market prices at the time of sale, at prices related to then-prevailing prices, at
negotiated prices, or otherwise. Accordingly, there is a risk that the price you paid for your Notes wil be higher than the prices
paid by other investors based on the date and time you made your purchase, from whom you purchased the Notes, any
related transaction costs, whether you hold your Notes in a brokerage account, a fiduciary or fee-based account or another
type of account and other market factors.

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

Investing in the Notes is not equivalent to investing in securities directly linked to the CMS Rates or the CMS Spread.
Instead, the rate of interest payable on the Notes (after the Initial Interest Rate Interest Periods) is determined by multiplying
(a) the Multiplier by (b) the applicable CMS Spread minus the Strike, with such calculated rate subject to the Minimum
Interest Rate and the Maximum Interest Rate. Accordingly, the amount of interest payable on the Notes is dependent on
whether, and the extent to which, the CMS Spread is greater than 0.25% (because of the application of the Strike) on the
Interest Determination Date. Because the Minimum Interest Rate on the Notes is equal to 0.00% per annum, if the CMS
Spread on any Interest Determination Date is equal to or less than 0.25%, you would not receive an interest payment on the
related Interest Payment Date. If the CMS Spread is equal to or less than 0.25% on every Interest Determination Date
throughout the term of the Notes, then you would not receive any interest payments on your Notes after the first year of the
term of the Notes.

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

Because the CMS Rates are floating rates, the CMS Spread, which is the difference between 30 Year CMS Rate and 2
Year CMS Rate, wil fluctuate. From and including April 25, 2015 to but excluding the Maturity Date or the Early Redemption
Date, if applicable, the Notes wil bear interest during each quarterly Floating Rate Interest Period at a per annum rate equal
to the product of (1) the Multiplier of 4.00 and (2) the applicable CMS Spread minus the Strike of 0.25%, with such product
subject to the Minimum Interest Rate of 0.00% per annum and the Maximum Interest Rate of 10.00% per annum. The per
annum interest rate that is determined on the relevant Interest Determination Date wil apply to the entire Floating Rate
Interest Period fol owing that Interest Determination Date, even if the difference between 30 Year CMS Rate and 2 Year CMS
Rate increases during that interest period, but is applicable only to that quarterly Floating Rate Interest Period; interest
payments for al quarterly Floating Rate Interest Periods wil vary.
9 of 31
3/27/2014 3:02 PM

http://www.sec.gov/Archives/edgar/data/1160106/000095010314002130...

PS-6
10 of 31
3/27/2014 3:02 PM