Bond Lloyds Bank 4.385% ( XS0218638236 ) in EUR

Lloyds Bank

100 % ⇌

United Kingdom

XS0218638236 ( in EUR )

4.385% per year ( payment 1 time a year)

Perpetual

Prospectus brochure of the bond Lloyds Bank XS0218638236 en EUR 4.385%, maturity Perpetual

1 000 EUR

750 000 000 EUR

12/05/2025 ( In 14 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 EUR, with the ISIN code XS0218638236, pays a coupon of 4.385% per year.
The coupons are paid 1 time per year and the Bond maturity is Perpetual

OFFERING CIRCULAR
Lloyds TSB
Lloyds TSB Bank plc
6.J.1
6.J.2
(incorporated with limited liability in England and Wales with registered number 2065)
i750,000,000
6.I.4
6.I.6
Step-Up Perpetual Capital Securities
Issue price: 100 per cent.
Interest on the k750,000,000 Step-Up Perpetual Capital Securities (the ``Capital Securities'') of Lloyds TSB Bank plc (the
``Issuer'') will be payable from and including 12 May 2005 to but excluding 12 May 2017 at the rate of 4.385 per cent.
per annum, annually in arrear. From and including 12 May 2017 the Capital Securities will bear interest at a rate reset
quarterly of 1.68 per cent. per annum above the Euro-zone interbank offered rate for three month euro deposits payable
quarterly in arrear on the Coupon Payment Dates (as de¢ned in the Terms and Conditions of the Capital Securities) falling
on 12 February, 12 May, 12 August and 12 November in each year, all as more particularly described in ``Terms and
Conditions of the Capital Securities ç 5. Coupon Payments''. Coupon Payments (as de¢ned in the Terms and
Conditions of the Capital Securities) may be deferred as described in ``Terms and Conditions of the Capital Securities ç
4. Coupon Deferral''. Payments in respect of the Capital Securities will be made without deduction for, or on account of,
taxes of the United Kingdom, unless such deduction is required by law. In the event that any such deduction is made, the
Capital Securities will be subject to grossing up by the Issuer, subject to certain exceptions as are more fully described
under ``Terms and Conditions of the Capital Securities ç 10. Taxation''.
Subject to giving prior written notice to, and receiving no objection from, the Financial Services Authority (the ``FSA''),
the Capital Securities will be redeemable (at the option of the Issuer) in whole but not in part at their principal amount on
12 May 2017, or on any Coupon Payment Date thereafter. In addition, upon the occurrence of a Par Tax Event, Other
Tax Event or a Regulatory Event (each as de¢ned in the Terms and Conditions of the Capital Securities), the Capital
Securities may (i) be substituted for, or have their terms varied so that they become, alternative Qualifying Tier 1
Securities or Qualifying Upper Tier 2 Securities (each as de¢ned in the Terms and Conditions of the Capital Securities),
or (ii) be redeemed, at the amounts speci¢ed, and as otherwise more particularly described, in ``Terms and Conditions of
the Capital Securities ç 7. Redemption, Substitution, Variation or Purchase''.
The Capital Securities will be unsecured securities of the Issuer and will be subordinated to the claims of all creditors.
For a description of certain matters that prospective investors should consider, see ``Investment Considerations''.
Application has been made to the FSA in its capacity as competent authority (the ``UK Listing Authority'') under the 23.11.(f)
Financial Services and Markets Act 2000 (the ``FSMA'') for the Capital Securities to be admitted to the of¢cial list of 6.I.1
the UK Listing Authority (the ``Of¢cial List'') and to the London Stock Exchange plc (the ``London Stock Exchange'') 6.I.3
for the Capital Securities to be admitted to trading on the London Stock Exchange's market for listed securities.
Admission to the Of¢cial List together with admission to trading on the London Stock Exchange's market for listed
securities constitute of¢cial listing on a stock exchange. A copy of this Offering Circular, which comprises listing
particulars approved by the UK Listing Authority, has been delivered to the Registrar of Companies in England and
Wales for registration as required by Section 83 of the FSMA.
The Capital Securities will initially be represented by a temporary global capital security (the ``Temporary Global Capital
Security''), without interest coupons or talons, which will be deposited with a common depositary on behalf of Euroclear
Bank S.A./N.V. as operator of the Euroclear System (``Euroclear'') and Clearstream Banking, socie¤te¤ anonyme
(``Clearstream, Luxembourg'') on or about 12 May 2005 (the ``Closing Date''). The Temporary Global Capital Security
will be exchangeable for interests in a permanent global capital security (the ``Permanent Global Capital Security''),
without interest coupons or talons, not earlier than 40 days after the Closing Date upon certi¢cation of non-U.S.
bene¢cial ownership. The Permanent Global Capital Security will be exchangeable for de¢nitive securities only in certain
limited circumstances, as described under ``Summary of Provisions relating to the Capital Securities while in Global
Form''.
Joint Bookrunners and Lead Managers
Merrill Lynch International
UBS Investment Bank
Manager
Lloyds TSB
Dated: 9 May 2005

This Offering Circular comprises listing particulars given in compliance with the listing rules for the purposes
of giving information with regard to the Issuer and the Capital Securities.
The Issuer accepts responsibility for the information contained in this Offering Circular. To the best of the 6.H.3
knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) the
information contained in this Offering Circular is in accordance with the facts and does not omit anything
likely to affect the import of such information.
Any reference in this Offering Circular to listing particulars means this Offering Circular excluding all
information incorporated by reference (if any). The Issuer has con¢rmed that any information incorporated
by reference, including any such information to which readers of this Offering Circular are expressly referred,
has not been and does not need to be included in the listing particulars to satisfy the requirements of the
FSMA or the listing rules made under Section 74 of the FSMA by the UK Listing Authority. The Issuer
believes that none of the information incorporated herein by reference con£icts in any material respect with
the information included in the listing particulars.
In connection with the issue and sale of the Capital Securities, no person is authorised to give any information
or to make any representation not contained in this Offering Circular and, if given or made, such information
or representation must not be relied upon as having been authorised by the Issuer or the Managers (as de¢ned
in ``Subscription and Sale'' below) or Lloyds TSB Group plc (the ``Parent'') or the Trustee.
This Offering Circular is not intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by the Issuer or the Managers or the Trustee that any recipient of this
Offering Circular should purchase any of the Capital Securities. Each investor contemplating purchasing
Capital Securities should make its own independent investigation of the ¢nancial condition and affairs, and
its own appraisal of the creditworthiness, of the Issuer, the Issuer and its subsidiaries as a whole (``the Lloyds 6.J.11
TSB Bank Group''), the Parent and the Lloyds TSB group of companies (which includes the Issuer) (the
``Lloyds TSB Group'' or the ``Group'').
The distribution of this Offering Circular and the offering or sale of the Capital Securities in certain
jurisdictions may be restricted by law. The Issuer and the Managers do not represent that this Offering
Circular may be lawfully distributed, or that the Capital Securities may be lawfully offered, in compliance
with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption
available thereunder, or assume any responsibility for facilitating any such distribution or offering. In
particular no action has been taken by the Issuer or the Managers which would permit a public offering of
the Capital Securities or distribution of this Offering Circular in any jurisdiction where action for that
purpose is required. Accordingly, no Capital Securities may be offered or sold, directly or indirectly, and
neither this Offering Circular nor any advertisement or other offering material may be distributed or
published in any jurisdiction, except under circumstances that will result in compliance with any applicable
laws and regulations. Persons into whose possession this Offering Circular or the Capital Securities may come
must inform themselves about, and observe, any such restrictions. See ``Subscription and Sale'' below for a
description, inter alia, of certain restrictions on offers, sales and deliveries of the Capital Securities in the
United States or to U.S. persons. Neither the delivery of this Offering Circular nor any sale hereunder shall
create, under any circumstances, any implication that there has been no change in the affairs of the Issuer
since the date hereof or that the information contained herein is correct as of any time subsequent to its date.
The Capital Securities have not been, and will not be, registered under the United States Securities Act of
1933, as amended, and comprise securities in bearer form that are subject to United States tax law
requirements. Subject to certain exceptions, the Capital Securities may not be sold or delivered, directly or
indirectly, within the United States or to U.S. persons.
In this Offering Circular, all references to ``»'' and ``Sterling'' refer to pounds sterling and to ``euro'' and ``l''
refer to the lawful currency of the member states of the European Union that have adopted the single
currency in accordance with the Treaty establishing the European Community, as amended by the Treaty
on European Union and the Treaty of Amsterdam.
2

Contents
Page
Page
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Lloyds TSB Bank Group . . . . . . . . . . . . . . . . . . . .
40
Investment Considerations . . . . . . . . . . . . . . . . . . .
11
Capitalisation and Indebtedness of Lloyds TSB
Terms and Conditions of the Capital Securities . . . .
13
Bank plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
Summary of Provisions relating to the Capital
Taxation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
Securities while in Global Form . . . . . . . . . . . . . . .
37
Subscription and Sale. . . . . . . . . . . . . . . . . . . . . . .
49
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . .
39
General Information . . . . . . . . . . . . . . . . . . . . . . .
50
In connection with this issue, UBS Limited, or any person acting for it, may over-allot or effect transactions 6.I.5(b)
with a view to supporting the market price of the Capital Securities at a level higher than that which might
otherwise prevail for a limited period. However, there may be no obligation on UBS Limited or any agent of
it to do this. Such stabilising, if commenced, may be discontinued at any time, and must be brought to an end
after a limited period.
3

Summary
The following summary refers to certain provisions of the Terms and Conditions of the Capital Securities and
the Trust Deed and is quali¢ed by the more detailed information contained elsewhere in this Offering
Circular. Capitalised terms used herein have the meaning given to them in ``Terms and Conditions of the
Capital Securities'', as appropriate.
Issuer
Lloyds TSB Bank plc.
Parent
Lloyds TSB Group plc.
Trustee
The Law Debenture Trust Corporation (Channel Islands) Limited.
6.I.23a
Issue Size
k750,000,000 of Capital Securities.
Redemption and Purchases
The Capital Securities are perpetual securities and have no maturity date.
However, the Capital Securities may be redeemed in whole, but not in part,
at the option of the Issuer, subject to giving prior written notice to, and
receiving no objection from, the Financial Services Authority, at their
principal amount together with any Payments which are Outstanding on
the Coupon Payment Date falling on 12 May 2017 or on any Coupon
Payment Date thereafter.
The Issuer, the Parent and any other subsidiary of the Parent may, subject to
giving prior written notice to, and receiving no objection from, the Financial
Services Authority, purchase the Capital Securities in any manner and at any
price, together with all unmatured Coupons and Talons appertaining
thereto.
Coupons
The Capital Securities will bear interest at a rate of 4.385 per cent. per
annum payable annually in arrear from (and including) 12 May 2005 to
(but excluding) 12 May 2017, and thereafter at a rate, reset and payable
quarterly in arrear, of 1.68 per cent. per annum above the then prevailing
offered rate for three-month euro deposits.
Coupon Payment Dates
Except as described below, Coupon Amounts will be payable on 12 May in
each year, commencing on 12 May 2006 in respect of the period from (and
including) 12 May 2005 to (but excluding) 12 May 2006, and ending on
12 May 2017; thereafter Coupon Amounts will be payable (subject to
adjustment for days which are not Business Days) on 12 February,
12 May, 12 August and 12 November in each year commencing on
12 August 2017.
Subordination
The Capital Securities constitute direct, unsecured and subordinated
securities of the Issuer. The rights and claims of the Holders and the
Couponholders under the Capital Securities are subordinated to the claims
of creditors of the Issuer :
.
who are depositors or other unsubordinated creditors of the Issuer ; or
.
whose claims are, or are expressed to be, subordinated (whether only in
the event of the winding-up of the Issuer or otherwise) to the claims of
depositors and other unsubordinated creditors of the Issuer but not
further or otherwise; or
.
whose claims are in respect of Junior Subordinated Debt (e.g. undated
subordinated bonds) of the Issuer ; or
4

Summary
.
who are subordinated creditors of the Issuer other than those whose
claims rank, or are expressed to rank, pari passu with, or junior to,
the claims of the Holders.
No payment in respect of the Capital Securities shall be due and payable
except to the extent that the Issuer is solvent and could make such payment
and still be solvent immediately thereafter.
The sole remedy against the Issuer available to the Trustee or any Holder for
recovery of amounts owing in respect of any sum which has become due
from the Issuer in respect of the Capital Securities will be the institution of
proceedings for the winding-up of the Issuer in England (but not elsewhere)
and/or proving in any winding-up of the Issuer.
Winding-up Claims
In the event of the winding-up of the Issuer, the Holders will, for the
purpose only of calculating the amounts payable by the Issuer in respect of
each Capital Security, be treated as if, save as mentioned below, on the day
prior to the commencement of the winding-up and thereafter, they were the
holders of the most senior class or classes of preference shares (if any) of the
Issuer in issue and in priority to all other classes of issued shares of the
Issuer. Such class would rank junior to the claims of Senior Creditors and
junior to any notional class of preference shares in the capital of the Issuer
by reference to which the amount payable in respect of any Junior
Subordinated Debt in the winding-up of the Issuer is determined.
The Holder's claim in any winding-up of the Issuer shall be for the principal
amount of the relevant Capital Securities, together with sums due in respect
of any accrued but unpaid Coupon Amounts and any Deferred Coupon
Payments.
Interest Deferral
On any Coupon Payment Date, the Issuer shall have the option to defer
Coupon Payments on the Capital Securities.
Deferred Coupon Payments, if any, may be made by the Issuer at any time
but shall become due only on the earliest of the following dates : (i) the date
upon which the Capital Securities are redeemed (see ``ç Optional
Redemption'', ``ç Par Tax Event/Other Tax Event'' and ``ç Regulatory
Event'', below) or (ii) the date upon which the Capital Securities are
substituted for, or have their terms varied so that they become, alternative
Qualifying Tier 1 Securities or Qualifying Upper Tier 2 Securities following
a Par Tax Event, Other Tax Event or Regulatory Event (see ``ç Par Tax
Event/Other Tax Event and ``ç Regulatory Event'', below) ; and (iii) the
commencement of the winding-up of the Issuer. Except as provided in
Condition 8(d) ç Suspension or in a winding-up of the Issuer, Deferred
Coupon Payments may only be satis¢ed by means of the Alternative
Coupon Satisfaction Mechanism (see ``ç Alternative Coupon Satisfaction
Mechanism'', below). Except in the limited circumstances provided in
Condition 6(e) ç Market Disruption, no interest will accrue on any
Deferred Coupon Payments.
Limitation on Dividend and
If any Coupon Payment is deferred, neither the Issuer nor the Parent will:
Capital Payments
(i) declare or pay any distribution or dividend or make any other payment
on, and will procure that no distribution or dividend or other payment
is made on, any Junior Share Capital, other than a dividend (not being
a dividend which is, or is expressed to be, an extraordinary or special
dividend) which has been declared by the Issuer or the Parent on the
Issuer Shares or the ordinary shares of the Parent, as the case may be,
prior to the date on which the decision to defer the relevant Coupon
Payment is noti¢ed to Holders ; or
5

Summary
(ii) redeem, purchase, cancel, reduce or otherwise acquire any Junior Share
Capital or any Other Tier 1 Securities (save where those shares or
securities being redeemed, purchased or acquired are replaced
contemporaneously by an issue of shares or securities of the same
aggregate principal amount and the same ranking on a return of assets
on a winding-up or in respect of a distribution of payment of dividends
and/or any other amounts thereunder to those shares or securities being
redeemed, purchased or acquired),
in each case unless or until the Coupon Payments due and payable on the
next succeeding Coupon Payment Date (or, if this provision applies after
the First Reset Date, the next four succeeding Coupon Payment Dates) on
all outstanding Capital Securities have been paid in full (or an amount
equal to the same has been duly set aside or provided for in full for the
bene¢t of the Holders and in a manner satisfactory to the Trustee).
Alternative Coupon
If the Issuer defers a Coupon Payment and the Deferred Coupon Payment is
Satisfaction Mechanism
to be made, the Issuer must (except as provided in Condition 8(d) ç
(ACSM)
Suspension or in a winding-up of the Issuer or the Parent) appoint a
Calculation Agent (if it has not already done so) and satisfy its obligation
to make the relevant Deferred Coupon Payment by operation of the
ACSM. The Issuer shall (subject to it having the necessary corporate
authorisations in place) issue Issuer Shares (``Payment Issuer Shares'') and
allot them in favour of the Trustee or its agent. In that event, the Parent
will issue ordinary shares (``Payment Ordinary Shares'') to the Trustee or
its agent in exchange for the Payment Issuer Shares. Such issue of Payment
Issuer Shares shall satisfy in full the Issuer's obligation to make the relevant
Deferred Coupon Payment. When sold, the Payment Ordinary Shares will
provide a cash amount which, when converted into euro, the Paying Agent
on behalf of the Trustee, will pay to the Holders in respect of the relevant
Deferred Coupon Payment.
The number of Payment Ordinary Shares required to be issued will be such
number of ordinary shares as, in the determination of the Calculation Agent,
have a market value as near as practicable to, but not less than, the relevant
Deferred Coupon Payment. The Trustee will use reasonable endeavours to
effect the transfer or instruct its agent to effect the transfer of such Payment
Ordinary Shares to or to the order of the Calculation Agent and the
Calculation Agent will use reasonable endeavours to procure purchasers for
such Payment Ordinary Shares. If the proceeds of the sale of the Payment
Ordinary Shares will not in the opinion of the Calculation Agent result in a
sum at least equal to the relevant Deferred Coupon Payment being available
to make the necessary payment in full, the Issuer, the Parent, the Trustee and
the Calculation Agent will take such steps as are reasonably necessary to
ensure, so far as practicable, that through issuing additional Payment Issuer
Shares and Payment Ordinary Shares and following, mutatis mutandis, the
procedures described above, a sum as near as practicable to, and at least
equal to, the relevant Deferred Coupon Payment will be available in full on
the relevant due date.
In addition, any Accrued Coupon Payment which accrues pursuant to
Condition 6(e) ç Market Disruption must be satis¢ed by operation,
mutatis mutandis, of the ACSM as described herein.
Market Disruption Event
If, in the opinion of the Issuer, a Market Disruption Event in respect of the
payment of the ordinary shares of the Parent exists on or after the 15th
Business Day preceding any date upon which the Issuer is due to satisfy a
payment using the ACSM, such payment may be deferred until, in the
opinion of the Issuer, the Market Disruption Event no longer exists. Any
6

Summary
such deferred payments shall bear interest at the rate applicable to the
Capital Securities if the Market Disruption Event continues such that the
ACSM Payment is not satis¢ed for 14 days or more and such interest shall
itself be satis¢ed by the operation of the ACSM.
Insuf¢ciency
The Issuer shall not be entitled to exercise its option to redeem, substitute or
vary the terms of any of the Capital Securities as described herein unless
both the Issuer and the Parent have available, and the Directors of both the
Issuer and the Parent have the corresponding authority to allot, a suf¢cient
number of authorised but unissued Issuer Shares or ordinary shares of the
Parent, as the case may be, to be able to satisfy the Issuer's obligation to
make any Deferred Coupon Payment and any other ACSM Payment by the
operation of the ACSM. In connection therewith, the Issuer and the Parent
will undertake to use all reasonable endeavours to obtain and maintain all
corporate authorisations required under English law for the issue of Issuer
Shares and ordinary shares of the Parent and the issue and allotment to the
Trustee or its agent (free from any pre-emption rights) of such number of
Payment Issuer Shares and Payment Ordinary Shares as the Issuer and the
Parent reasonably consider would be required to be issued in order to
enable the Issuer to satisfy the aggregate amount of Deferred Coupon
Payments (if any) and, prior to the First Reset Date, the aggregate of
Coupon Payments due on the next succeeding Coupon Payment Date and,
after the First Reset Date, on the next four succeeding Coupon Payment
Dates.
Suspension
If, following any take-over offer or any reorganisation, restructuring or
scheme of arrangement, the Parent or any subsequent New Owner ceases
to be the ultimate holding company of the Lloyds TSB Group of
companies, then, unless (in the case of a Permitted Restructuring) a
Permitted Restructuring Arrangement shall be put in place, such
amendments to the documentation relating to the Capital Securities as
determined by an independent investment bank (selected by the Issuer and
approved by the Trustee) to be appropriate in order to (a) preserve
substantially the economic effect, for the Holders, of a holding of the
Capital Securities prior to the Suspension and (b) replicate the ACSM in
the context of the capital structure of the New Owner, will be made by the
Issuer and the Trustee, and pending such amendments, the Issuer will be
unable to satisfy payments using the ACSM. If such independent
investment bank is unable to determine appropriate amendments, as
noti¢ed to the Issuer and the Trustee, then the Capital Securities shall at
the option of the Issuer either (in each case subject to the Issuer giving
prior written notice to, and receiving no objection from, the FSA):
(i) be substituted for, or have their terms varied so that they become,
alternative Qualifying Tier 1 Securities or Qualifying Upper Tier 2
Securities ; or
(ii) be redeemed at their Make Whole Redemption Price if the redemption
occurs prior to the First Reset Date and at their principal amount plus
accrued interest (if any) if the redemption occurs on or after such date,
in each case together with all Payments which are Outstanding thereon.
In connection with (i) above, the new Qualifying Tier 1 Securities or
Qualifying Upper Tier 2 Securities will preserve the rights to all accrued
but unpaid Coupon Amounts on the Capital Securities and all Deferred
Coupon Payments (if any) on the Capital Securities will be satis¢ed in the
manner described in Condition 8(d) ç Suspension. In connection with (ii)
above, such redemption will, unless otherwise agreed by the Issuer and the
Trustee, be effected by the issue of Issuer Shares to the New Owner in
7

Summary
consideration for which the New Owner shall issue ordinary shares in its
capital (or shares in its capital of an equivalent class) so as to enable it to
pay such redemption amount in accordance, mutatis mutandis, with the
ACSM.
Optional Redemption
Subject to giving prior written notice to, and receiving no objection from,
the FSA, the Capital Securities will be redeemable on the First Reset Date
or on any Coupon Payment Date thereafter in whole, but not in part, at
the option of the Issuer at a price equal to their principal amount together
with (i) all accrued but unpaid interest (other than any Deferred Coupon
Payments) and (ii) (by the operation of the ACSM) all Deferred Coupon
Payments (if any).
Par Tax Event/Other Tax
Upon the occurrence of a Par Tax Event or Other Tax Event, the Issuer may,
Event
subject to giving prior written notice to, and receiving no objection from, the
FSA:
(i) redeem at any time on or prior to the First Reset Date and thereafter
only on a Coupon Payment Date, all, but not some only, of the
Capital Securities (I) (in the case of a Par Tax Event) at their principal
amount plus accrued interest (if any), (II) (in the case of an Other Tax
Event and a consequential redemption prior to the First Reset Date) at
the Make Whole Redemption Price and (III) (in the case of an Other
Tax Event and a consequential redemption on or after the First Reset
Date) at their principal amount, together with any Payments which are
Outstanding thereon (all such amounts so payable being payable in
cash, save for any Deferred Coupon Payments which will be satis¢ed
by the operation of the ACSM) ; or
(ii) substitute at any time all (and not some only) of the Capital Securities
for, or vary the terms of the Capital Securities so that they become,
alternative Qualifying Tier 1 Securities or Qualifying Upper Tier 2
Securities. In connection therewith, the new Qualifying Tier 1
Securities or Qualifying Upper Tier 2 Securities will preserve the rights
to all accrued but unpaid Coupon Amounts on the Capital Securities
and all Deferred Coupon Payments (if any) on the Capital Securities
will be satis¢ed by the operation of the ACSM.
``Par Tax Event'' means:
(i) if, as a result of a Tax Law Change, in making any payments on the
Capital Securities, the Issuer has paid or will or would on the next
payment date be required to pay Additional Amounts on the Capital
Securities and the Issuer cannot avoid the foregoing in connection with
the Capital Securities by taking measures reasonably available to it; or
(ii) if, as a result of a Tax Law Change, in respect of the Issuer's obligation
to make any Coupon Payment on the next following Coupon Payment
Date, there is a more than insubstantial risk that Coupon Payments on
the Capital Securities including, for the avoidance of doubt, the issue of
Payment Issuer Shares and Payment Ordinary Shares pursuant to
Condition 6, may be treated as ``distributions'' within the meaning of
Section 832(1) of the Income and Corporation Taxes Act 1988 (or
such other Section and/or Act as may from time to time supersede or
replace Section 832(1) of the Income and Corporation Taxes Act 1988
for the purposes of such de¢nition) and such requirement or
circumstance cannot be avoided by the Issuer taking such measures as
it (acting in good faith) deems appropriate; or
8

Summary
(iii) if, as a result of a Tax Law Change in respect of the Issuer's obligation
to make any Coupon Payment on the next following Coupon Payment
Date, (a) there is more than an insubstantial risk that the Issuer would
not be entitled to claim a deduction in respect thereof when computing
its taxation liabilities in the United Kingdom, or such entitlement is
materially reduced or (b) the Issuer would not to any material extent
be entitled to have such deduction set against the pro¢ts of companies
with which it is grouped for applicable United Kingdom tax purposes
(whether under the group relief system current as at 9 May 2005 or
any similar system or systems having like effect as may from time to
time exist) or (c) the Issuer would not, as a result of the Capital
Securities being in issue, be able to have losses or deductions set
against the pro¢ts, or pro¢ts offset by the losses or deductions, of
companies with which it is or would otherwise be so grouped ; and in
any such case the Issuer cannot avoid the foregoing in connection with
the Capital Securities by taking measures as it (acting in good faith)
deems appropriate.
``Other Tax Event'' means if, (I) as a result of a Tax Law Change in respect
of the Issuer's obligation to make any Coupon Payment on the next
following Coupon Payment Date, the Issuer would suffer adverse tax
consequences (other than any consequence referred to under paragraphs (i),
(ii) and (iii) of the de¢nition of ``Par Tax Event'' above); or (II) other than as
a result of a Tax Law Change in respect of the Issuer's obligation to make
any Coupon Payment on the next following Coupon Payment Date, (a) the
Issuer would not be entitled to claim a deduction in respect of computing its
taxation liabilities in the United Kingdom or such entitlement is materially
reduced ; (b) the Issuer would not to any material extent be entitled to have
such deduction set against the pro¢ts of companies with which it is grouped
for applicable United Kingdom tax purposes (whether under the group relief
system current as at 9 May 2005 or any similar system or systems having
like effect as may from time to time exist) ; or (c) the Issuer would not, as a
result of the Capital Securities being in issue, be able to have losses or
deductions set against the pro¢ts, or pro¢ts offset by the losses or
deductions, of companies with which it is or would otherwise be so
grouped;
or
(d)
the
Issuer
would
otherwise
suffer
adverse
tax
consequences; and in each such case the Issuer cannot avoid the foregoing
in connection with the Capital Securities by taking measures as it (acting in
good faith) deems appropriate.
Withholding Tax and
The Issuer will pay such Additional Amounts as may be necessary in order
Additional Amounts
that the net payment received by each Holder in respect of the Capital
Securities, after withholding for any taxes imposed by tax authorities in the
United Kingdom upon payments made by or on behalf of the Issuer in
respect of the Capital Securities, will equal the amount which would have
been received in the absence of any such withholding taxes, subject to
customary exceptions (see also `` ç Par Tax Event/Other Tax Event'',
above).
Regulatory Event
If at any time a Regulatory Event occurs and is continuing, the Issuer may,
subject to giving prior written notice to, and receiving no objection from, the
FSA:
(i) redeem all, but not some only, of the Capital Securities at any time on
or prior to the First Reset Date and thereafter only on a Coupon
Payment Date. The Capital Securities will be redeemed at their Make
Whole Redemption Price (in the case of any redemption prior to the
First Reset Date) or on or after the First Reset Date at their principal
amount, in each case together with any Payments which are
9

Summary
Outstanding thereon (all such amounts so payable being payable in
cash, save for any Deferred Coupon Payments which will be satis¢ed
by the operation of the ACSM) ; or
(ii) substitute at any time all (and not some only) of the Capital Securities
for, or vary the terms of the Capital Securities so that they become,
alternative Qualifying Tier 1 Securities or Qualifying Upper Tier 2
Securities. In connection therewith, the new Qualifying Tier 1
Securities or Qualifying Upper Tier 2 Securities will preserve the rights
to all accrued but unpaid Coupon Amounts on the Capital Securities
and all Deferred Coupon Payments (if any) on the Capital Securities
will be satis¢ed by the operation of the ACSM.
A ``Regulatory Event'' is deemed to have occurred if at any time the FSA has
determined that securities of the nature of the Capital Securities cease to
qualify as Tier 1 Capital (save where such non-quali¢cation is only as a
result of any applicable limitation on the amount of such capital).
Listing
Application has been made to admit the Capital Securities to the Of¢cial List
of the UK Listing Authority and to trading on the London Stock Exchange.
Governing Law
The Capital Securities will be governed by, and construed in accordance
with, English law.
Form
Bearer. The Capital Securities will be represented initially by the Temporary 6.I.16
Global Capital Security which will be deposited with a common depositary
for Clearstream, Luxembourg and Euroclear on or about 12 May 2005. The
Temporary Global Capital Security will be exchangeable for interests in the
Permanent Global Capital Security without interest coupons or talons on or
after a date which is expected to be 22 June 2005 upon certi¢cation as to
non-U.S. bene¢cial ownership as required by U.S. Treasury regulations and
as described in the Temporary Global Capital Security. Save in limited
circumstances, Capital Securities in de¢nitive bearer form with coupons and
a talon attached on issue will not be issued in exchange for interests in the
Permanent Global Capital Security.
Investment Considerations
Prospective investors should carefully consider the information under
``Investment Considerations'' in conjunction with the other information
contained or incorporated by reference in this document.
10