Obligation Lloyds Bank 4.875% ( US539473AG31 ) en USD

Lloyds Bank

100 % ⇌

Royaume-Uni

US539473AG31 ( en USD )

4.875% par an ( paiement semestriel )

21/01/2016 - Obligation échue

Prospectus brochure de l'obligation Lloyds Bank US539473AG31 en USD 4.875%, échue

1 000 USD

2 250 000 000 USD

539473AG3

A ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

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

L'Obligation émise par Lloyds Bank ( Royaume-Uni ) , en USD, avec le code ISIN US539473AG31, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 21/01/2016

L'Obligation émise par Lloyds Bank ( Royaume-Uni ) , en USD, avec le code ISIN US539473AG31, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Lloyds Bank ( Royaume-Uni ) , en USD, avec le code ISIN US539473AG31, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 dp20689_424b2.htm FORM 424B2

Filed pursuant to Rule 424(b)(2)
Registration Nos. 333-167844
333-167844-01

CALCULATION OF REGISTRATION FEE
Amount of
Maximum Aggregate

Registration
Offering Price
Title of Each Class of Securities Offered
Fee(1)
4.875% Senior Notes due 2016

$2,250,000,000

$261,225
Guarantees of 4.876% Senior Notes due 2016

(2)
6.375% Senior Notes due 2021

$2,500,000,000

$290,250
Guarantees of 6.375% Senior Notes due 2021

(2)
Total

$4,750,000,000

$551,475
(1) Calculated in accordance with Rule 457(r)
(2) Pursuant to Rule 475(n), no separate fee is payable with respect to the guarantees

PROSPECTUS SUPPLEMENT

(to prospectus dated December 22, 2010)

$4,750,000,000

Lloyds TSB Bank plc
fully and unconditionally guaranteed by

Lloyds Banking Group plc

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$2,250,000,000 4.875% Senior Notes due 2016
$2,500,000,000 6.375% Senior Notes due 2021

From and including the date of issuance, interest will be paid on the notes on January 21 and July 21 of each year, beginning on July 21, 2011. The
notes due 2016 (the "2016 Senior Notes") will bear interest at a rate of 4.875% per year and the notes due 2021 (the "2021 Senior Notes") will bear
interest at a rate of 6.375% per year. In this prospectus supplement, we refer to the 2016 Senior Notes and the 2021 Senior Notes collectively as the
"Senior Notes".

The Senior Notes will be issued in denominations of $1,000 and in multiples of $1,000 in excess thereof. The Senior Notes will constitute our direct,
unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all our other outstanding
unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law. The Senior Notes are fully
and unconditionally guaranteed by Lloyds Banking Group plc.

We may redeem the Senior Notes, in whole but not in part, at any time at 100% of their principal amount plus accrued interest upon the occurrence
of certain tax events described in this prospectus supplement and accompanying prospectus.

We intend to apply to list the Senior Notes on the New York Stock Exchange in accordance with its rules.

Investing in the Senior Notes involves risks. See "Risk Factors" beginning on page S-4 of this prospectus supplement and as incorporated by
reference herein.

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

Underwriting
Proceeds to us (before

Price to Public
Discounts
expenses)
Per 2016 Senior Note

99.921%
0.35%
99.571%
Total for 2016 Senior Notes

$2,248,222,500
$7,875,000
$2,240,347,500
Per 2021 Senior Note

99.701%
0.45%
99.251%
Total for 2021 Senior Notes

$2,492,525,000
$11,250,000
$2,481,275,000
Total
$4,740,747,500
$19,125,000
$4,721,622,500

The initial public offering price set forth above does not include accrued interest, if any. Interest on the Senior Notes will accrue from the date of
issuance, which is expected to be January 21, 2011.

We expect that the Senior Notes will be ready for delivery through the book-entry facilities of The Depository Trust Company and its participants
including Clearstream Banking, S.A. ("Clearstream Luxembourg") and Euroclear Bank S.A./NV ("Euroclear") on or about January 21, 2011.

Joint Bookrunners and Joint Lead Managers
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Barclays Capital
BofA Merrill Lynch
Goldman, Sachs & Co.
Joint Lead Manager

Lloyds Bank Corporate Markets

Prospectus Supplement dated January 13, 2011

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TABLE OF CONTENTS

Prospectus Supplement
Page

About this Prospectus Supplement
S-i
Incorporation of Information by Reference
S-ii
Forward-Looking Statements
S-ii
Summary
S-1
Risk Factors
S-4
Use of Proceeds
S-5
Capitalization of the Group
S-5
Ratio of Earnings to Fixed Charges
S-5
Description of the Senior Notes
S-6
Certain U.K. and U.S. Federal Tax Consequences
S-9
Underwriting
S-10
Legal Opinions
S-13
Experts
S-13

Prospectus

About this Prospectus
1
Use of Proceeds
1
Lloyds Banking Group plc
1
Lloyds TSB Bank plc
2
Description of Debt Securities
2
Plan of Distribution
15
Legal Opinions
16
Experts
16
Enforcement of Civil Liabilities
17
Where You Can Find More Information
17
Incorporation of Documents by Reference
17
Cautionary Statement on Forward-Looking Statements
18

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus (including any free writing prospectus issued or authorized by us). We have not authorized anyone to provide you with different
information. We are not making an offer of these securities in any state or jurisdiction where the offer is not permitted. You should assume that
the information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference is
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accurate only as of their respective dates.

ABOUT THIS PROSPECTUS SUPPLEMENT

In this prospectus supplement, we use the following terms:

· "we," "us," "our" and "Lloyds Bank" mean Lloyds TSB Bank plc;

· "LBG" means Lloyds Banking Group plc;

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

· "Issuer Group" means Lloyds TSB Bank plc together with its subsidiaries and associated undertakings;

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

S-i
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· "pounds," "sterling," "pence," "£" and "p" refer to the currency of the United Kingdom;

· "dollars" and "$" refer to the currency of the United States; and

· "euro" and "" refer to the currency of the member states of the European Union ("EU") that have adopted the single currency in accordance
with the treaty establishing the European Community, as amended.

INCORPORATION OF INFORMATION BY REFERENCE

The Group files annual, semiannual and special reports and other information with the Securities and Exchange Commission. You may read and
copy any document that the Group files with the SEC at the SEC's Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549. You can
call the SEC on 1-800-SEC-0330 for further information on the Public Reference Room. The SEC's website, at http://www.sec.gov, contains reports and
other information in electronic form that we have filed. You may also request a copy of any filings referred to below (excluding exhibits) at no cost, by
contacting us at 25 Gresham Street, London EC2V 7HN, England, telephone +44 207 626 1500.

The SEC allows us and the Group to incorporate by reference much of the information that the Group files with them. This means:

· incorporated documents are considered part of this prospectus supplement;

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

· information that we and the Group file with the SEC will automatically update and supersede this prospectus supplement.

We also incorporate by reference in this prospectus supplement and accompanying prospectus any future documents the Group may file with the
SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this prospectus supplement until the offering contemplated in this
prospectus supplement is completed. Reports on Form 6-K that the Group may furnish to the SEC after the date of this prospectus supplement (or
portions thereof) are incorporated by reference in this prospectus supplement only to the extent that the report expressly states that it is (or such portions
are) incorporated by reference in this prospectus supplement.

FORWARD-LOOKING STATEMENTS

From time to time, we may make statements, both written and oral, regarding our assumptions, projections, expectations, intentions or beliefs about
future events. These statements constitute "forward-looking statements" for purposes of the Private Securities Litigation Reform Act of 1995. We
caution that these statements may and often do vary materially from actual results. Accordingly, we cannot assure you that actual results will not differ
materially from those expressed or implied by the forward-looking statements. You should read the sections entitled "Risk Factors" in this prospectus
supplement and "Presentation of information--Forward-Looking statements" and "Forward-Looking Statements" in LBG's Annual Report on Form 20-
F for the year ended December 31, 2009, which is incorporated by reference herein.

We and the Group undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise. In light of these risks, uncertainties and assumptions, forward-looking events discussed in this prospectus supplement or any
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information incorporated by reference, might not occur.

S-ii
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SUMMARY

The following is a summary of this prospectus supplement and should be read as an introduction to, and in conjunction with, the remainder of this
prospectus supplement, the accompanying prospectus and any documents incorporated by reference therein. You should base your investment decision
on a consideration of this prospectus supplement, the accompanying prospectus and any documents incorporated by reference therein, as a whole.
Words and expressions defined in "Description of the Senior Notes" below shall have the same meanings in this summary.

General

Issuer
Lloyds TSB Bank plc

Guarantor
Lloyds Banking Group plc

Senior Notes
$2,250,000,000 aggregate principal amount of 4.875% Senior Notes due 2016 (the "2016 Senior Notes").
$2,500,000,000 aggregate principal amount of 6.375% Senior Notes due 2021 (the "2021 Senior Notes").

In this prospectus supplement we refer to the 2016 Senior Notes and the 2021 Senior Notes collectively as the
"Senior Notes".

Issue Date
January 21, 2011

Maturity
We will pay the 2016 Senior Notes at 100% of their principal amount plus accrued interest on January 21, 2016.

We will pay the 2021 Senior Notes at 100% of their principal amount plus accrued interest on January 21, 2021.

Interest Rate
The 2016 Senior Notes will bear interest at a rate of 4.875% per annum.
The 2021 Senior Notes will bear interest at a rate of 6.375% per annum.

Interest Payment Dates
Every January 21 and July 21, commencing on July 21, 2011.

Regular Record Dates
January 6 and July 6 of each year immediately preceding the Interest Payment Dates on January 21 and July 21,
respectively.

Ranking
The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari
passu, without any preference among themselves, with all our other outstanding unsecured and unsubordinated
obligations, present and future, except such obligations as are preferred by operation of law.

Guarantee
The Senior Notes are fully and unconditionally guaranteed by LBG. The guarantee will constitute LBG's direct,
unconditional, unsecured and unsubordinated obligations ranking pari passu with all of LBG's other outstanding
unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by
operation of law.

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Additional Issuances
We may, without the consent of the holders of the 2016 Senior Notes or the 2021 Senior Notes, issue additional
notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the 2016

S-1
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Senior Notes or the 2021 Senior Notes (as applicable) described in this prospectus supplement except for the price
to the public and issue date, provided however that such additional notes must be fungible with the Senior Notes
for U.S. federal income tax purposes. See "Description of the Senior Notes--Additional Issuances" in this
prospectus supplement.

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

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

CUSIP
539473 AG3 for the 2016 Senior Notes

539473 AH1 for the 2021 Senior Notes

ISIN
US539473AG31 for the 2016 Senior Notes

US539473AH14 for the 2021 Senior Notes

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

Trustee and Principal Paying
The Bank of New York Mellon, acting through its London office, a banking corporation duly organized and
Agent
existing under the laws of the state of New York, as trustee, having its Corporate Trust Office at One Canada
Square, London E14 5AL, United Kingdom, will act as the trustee and initial principal paying agent for the Senior
Notes.

Timing and Delivery
We currently expect delivery of the Senior Notes to occur on January 21, 2011, which will be the fifth business
day following the pricing of the Senior Notes (such settlement cycle being referred to as "T+5"). Trades in the
secondary market generally are required to settle in three business days, unless the parties to any such trade
expressly agree otherwise. Accordingly, purchasers who wish to trade Senior Notes on the date of pricing or the
next succeeding business day will be required, by virtue of the fact that the Senior Notes initially will settle in T+5,
to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of
Senior Notes who wish to trade Senior Notes on the date of pricing or the next business day should consult their
own advisors.

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