Obligation Lloyds Bank 2.35% ( US53944VAB53 ) en USD

Lloyds Bank

100 % ▲

Royaume-Uni

US53944VAB53 ( en USD )

2.35% par an ( paiement semestriel )

05/09/2019 - Obligation échue

Prospectus brochure de l'obligation Lloyds Bank US53944VAB53 en USD 2.35%, échue

200 000 USD

1 000 000 000 USD

53944VAB5

N/A

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 US53944VAB53, paye un coupon de 2.35% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/09/2019

424B2 1 dp49238_424b2.htm FORM 424B2

Filed pursuant to Rule 424(b)(2)
Registration Nos. 333-189150
333-189150-01

PROSPECTUS SUPPLEMENT
(to prospectus dated June 7, 2013)

$1,000,000,000

Lloyds Bank plc
fully and unconditionally guaranteed by

Lloyds Banking Group plc
2.350% Senior Notes due 2019

The Senior Notes will be due on September 5, 2019 (the "Senior Notes") and will bear interest at a rate of 2.350% per year. From and including the date of
issuance, interest will be paid on the Senior Notes on March 5 and September 5 of each year, beginning on March 5, 2015.
The Senior Notes will be issued in denominations of $200,000 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 ("LBG").
By purchasing the Senior Notes, each holder (including each beneficial owner) of the Senior Notes acknowledges, agrees to be bound by and
consents to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority that may result in (i) the cancellation of
all, or a portion, of the principal amount of, or interest on, the Senior Notes and/or (ii) the conversion of all, or a portion, of the principal amount of,
or interest on, the Senior Notes into shares or other securities or other obligations of LBG or another person, which U.K. bail-in power may be
exercised by means of variation of the terms of the Senior Notes solely to give effect to the above. Each holder (including each beneficial owner) of
the Senior Notes further acknowledges and agrees that the rights of the holders under the Senior Notes are subject to, and will be varied, if necessary,
solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority expressed to implement such a cancellation or
conversion.

For these purposes, a "U.K. bail-in power" is any write-down and/or conversion power existing from time to time under any laws, regulations,
rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the
United Kingdom in effect and applicable in the United Kingdom to LBG or other members of the Group (as defined herein), including but not limited
to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or
regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and
investment firms and/or within the context of a U.K. resolution regime by way of amendment to the Banking Act 2009, as the same may be amended
from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act 2013 (the "Banking Reform Act 2013") or otherwise),
pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced,
cancelled, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (and a reference to the
"relevant U.K. resolution authority" is to any authority with the ability to exercise a U.K. bail-in power).

By purchasing the Senior Notes, each holder (including each beneficial owner) of the Senior Notes, to the extent permitted by the Trust
Indenture Act of 1939, as amended (the "TIA"), waives any and all claims against the Trustee (as defined below) for, agrees not to initiate a suit
against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in
either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes.

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.

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Investing in the Senior Notes involves risks. See "Risk Factors" beginning on page S-5 of this prospectus supplement and as incorporated by
reference herein.

By its purchase of the Senior Notes, each holder (including each beneficial owner) shall be deemed to have (i) consented to the exercise of any U.K. bail-
in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the
Senior Notes and (ii) authorized, directed and requested The Depository Trust Company ("DTC") and any direct participant in DTC or other intermediary
through which it holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to
the Senior Notes as it may be imposed, without any further action or direction on the part of such holder or beneficial owner.

Neither the Securities and Exchange Commission nor any state securities commission 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.

Proceeds to
Price to
Underwriting
us (before

Public

Discount

expenses)
Per Senior Note

99.972%
0.300%
99.672%
Total
$ 999,720,000 $
3,000,000 $ 996,720,000
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 September 5, 2014. See "Underwriting".
We may use this prospectus supplement and the accompanying prospectus in the initial sale of the Senior Notes. In addition, Lloyds Securities Inc. or another
of our affiliates may use this prospectus supplement and the accompanying prospectus in a market-making transaction in the Senior Notes after their initial
sale. In connection with any use of this prospectus supplement and the accompanying prospectus by Lloyds Securities Inc. or another of our affiliates, unless
we or our agent informs you otherwise in your confirmation of sale, you may assume this prospectus supplement and the accompanying prospectus is being
used in a market-making transaction.
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./N.V. ("Euroclear") on or about September 5, 2014.
Joint Bookrunning Managers

BofA Merrill Lynch
Citigroup
Deutsche Bank Securities
Lloyds Securities
Wells Fargo Securities
Prospectus Supplement dated September 2, 2014

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-5
Use of Proceeds
S-10
Capitalization of the Group
S-10
Ratio of Earnings to Fixed Charges
S-10
Description of the Senior Notes
S-11
Certain U.K. and U.S. Federal Tax Consequences
S-17
Underwriting
S-21
Legal Opinions
S-24
Experts
S-24

Prospectus

About this Prospectus
1
Use of Proceeds
1
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Lloyds Banking Group plc
1
Lloyds TSB Bank plc
2
Description of Debt Securities
2
Description of Preference Shares
16
Description of American Depositary Shares
21
Plan of Distribution
28
Legal Opinions
29
Experts
29
Enforcement of Civil Liabilities
29
Where You Can Find More Information
30
Incorporation of Documents by Reference
30
Cautionary Statement on Forward-Looking Statements
31

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). Neither we nor the underwriters have authorized anyone to provide you with
different information. Neither we nor the underwriters are 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 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 Bank plc;

·
"LBG" means Lloyds Banking Group plc;

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

S-i

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

·
"pounds sterling", "£" 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

LBG files annual, semi-annual and special reports and other information with the Securities and Exchange Commission. You may read and copy any
document that LBG files with the SEC at the SEC's Public Reference Room, 100 F Street, N.E., 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, free of charge, 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 LBG to incorporate by reference much of the information that LBG files with them. This means:

·
incorporated documents are considered part of this prospectus supplement;

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

·
information that LBG files with the SEC will automatically update and supersede this prospectus supplement.

We incorporate by reference (i) LBG's Annual Report on Form 20-F for the year ended December 31, 2013 filed with the SEC on March 5, 2014, (ii)
LBG's report on Form 6-K filed with the SEC on July 31, 2014 including the interim results for the Group for the six months ended June 30, 2014, (iii) LBG's
report on Form 6-K filed with the SEC on July 31, 2014 disclosing the ratio of earnings to fixed charges and the ratio of earnings to combined fixed charges
and preference dividends, (iv) LBG's report on Form 6-K filed with the SEC on July 31, 2014 disclosing the Group's capitalization and indebtedness on a
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consolidated basis as at June 30, 2014, and (v) LBG's report on Form 6-K filed with the SEC on August 21, 2014, announcing the appointment of Alan
Dickinson as an independent Non-executive director of the Group.

We and LBG also incorporate by reference in this prospectus supplement and accompanying prospectus any future documents LBG may file with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (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 LBG 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 or LBG may make statements, both written and oral, regarding 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 and LBG
caution that these statements may and often do vary materially from actual results. Accordingly, neither we nor LBG can 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 "Forward-Looking Statements" in LBG's Annual Report on Form 20-F for the year ended December 31, 2013, which is incorporated by
reference herein.

S-ii

Neither we nor LBG undertake any 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 information
incorporated by reference, might not occur.

S-iii

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.
The Issuer
Lloyds Bank plc ("Lloyds Bank") was incorporated under the laws of England and Wales on April 20, 1865 (registration number 2065). Lloyds Bank's
registered office is at 25 Gresham Street, London EC2V 7HN, United Kingdom, telephone number +44 (0) 20 7626 1500. Lloyds Bank plc is a wholly owned
subsidiary of LBG. On September 23, 2013, Lloyds Bank changed its name from Lloyds TSB Bank plc to Lloyds Bank plc following the launch of TSB Bank
on September 9, 2013, ahead of its divestment as required by a ruling by the European Commission in 2009.
The Senior Notes

Issuer

Lloyds Bank plc

Guarantor

Lloyds Banking Group plc

Senior Notes

$1,000,000,000 aggregate principal amount of 2.350% Senior Notes due 2019 (the "Senior Notes").

Issue Date

September 5, 2014

Maturity

We will pay the Senior Notes at 100% of their principal amount plus accrued interest on September 5, 2019.

Interest Rate

The Senior Notes will bear interest at a rate of 2.350% per annum.

Interest Payment Dates

Every March 5 and September 5, commencing on March 5, 2015.

Regular Record Dates

Interest will be paid to holders of record of the Senior Notes in respect of the principal amount thereof outstanding 15
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calendar days preceding the relevant Interest Payment Date, whether or not a business day.

Business Day Convention

Following, unadjusted

Day Count Basis

30/360

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.

Agreement with Respect to the

By purchasing the Senior Notes, each holder (including each beneficial owner) of the Senior Notes acknowledges,
Exercise of U.K. Bail-in Power
agrees to be bound by and consents to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K.
resolution authority that may result in (i) the cancellation of

S-1

all, or a portion, of the principal amount of, or interest on, the Senior Notes and/or (ii) the conversion of all, or a
portion, of the principal amount of, or interest on, the Senior Notes into shares or other securities or other obligations of
LBG or another person, which U.K. bail-in power may be exercised by means of variation of the terms of the Senior
Notes solely to give effect to the above. Each holder (including each beneficial owner) of the Senior Notes further
acknowledges and agrees that the rights of the holders under the Senior Notes are subject to, and will be varied, if
necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority
expressed to implement such a cancellation or conversion.

For these purposes, a "U.K. bail-in power" is any write-down and/or conversion power existing from time to time
under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit
institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United
Kingdom to us or other members of the Group, including but not limited to any such laws, regulations, rules or
requirements which are implemented, adopted or enacted within the context of a European Union directive or
regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of
credit institutions and investment firms and/or within the context of a U.K. resolution regime by way of amendment to
the Banking Act 2009 as the same may be amended from time to time (whether pursuant to the Banking Reform Act
2013 or otherwise), pursuant to which obligations of a bank, banking group company, credit institution or investment
firm or any of its affiliates can be reduced, cancelled, transferred and/or converted into shares or other securities or
obligations of the obligor or any other person (and a reference to the "relevant U.K. resolution authority" is to any
authority with the ability to exercise a U.K. bail-in power).

Repayment of Principal and

No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due
Payment of Interest After
and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time
Exercise of U.K. Bail-in Power
that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be
permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable
to us and the Group.

Guarantee

Payment in full to the holders of the Senior Notes and payment in full to the Trustee of amounts due and owing under
the senior debt indenture 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.

Additional Issuances

We may, without the consent of the holders of the Senior Notes, issue additional notes having the same ranking and
same interest rate, maturity date, redemption terms and other terms as the Senior Notes described in this prospectus
supplement except for the price to the public and issue date, provided however that such additional notes of any series
must be fungible

S-2

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with the outstanding 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 $200,000 and integral multiples of $1,000
and Clearance
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
53944VAB5

ISIN
US53944VAB53

Common Code
110779976

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 existing
Agent
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 September 5, 2014, which will be the third business day
following the pricing of the Senior Notes (such settlement cycle being referred to as "T+3").

Use of Proceeds
We intend to use the net proceeds of the offering for general corporate purposes. See "Use of Proceeds".

Joint Bookrunning Managers
Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Lloyds Securities Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Wells Fargo Securities, LLC

Conflict of Interest
A conflict of interest (as defined by Rule 5121 of FINRA) may exist as Lloyds Securities Inc., an affiliate of the Issuer,
may participate in the distribution of the Senior Notes. For further information, see

S-3

"Underwriting".

Governing Law

The Senior Indenture (as defined below), the Third Supplemental Indenture (as defined below), the Senior Notes and
the guarantee are governed by, and construed in accordance with, the laws of the State of New York.

S-4

RISK FACTORS

Prospective investors should consider carefully the risk factors incorporated by reference into this prospectus supplement and as set out below as well as
the other information set out elsewhere in this prospectus supplement (including any other documents incorporated by reference herein) and reach their own
views prior to making any investment decision with respect to the Notes.

Set out below and incorporated by reference herein are certain risk factors which could have a material adverse effect on our business, operations,
financial condition or prospects and cause our future results to be materially different from expected results. Our results could also be affected by competition
and other factors. These factors should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties we face. We have
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described only those risks relating to our operations or an investment in the Notes that we consider to be material. There may be additional risks that we
currently consider not to be material or of which we are not currently aware, and any of these risks could have the effects set forth below. All of these factors
are contingencies which may or may not occur and we are not in a position to express a view on the likelihood of any such contingency occurring. Investors
should note that they bear our solvency risk. Each of the risks highlighted below could have a material adverse effect on the amount of principal and interest
which investors will receive in respect of the Notes. In addition, each of the highlighted risks could adversely affect the trading price of the Notes or the rights
of investors under the Notes and, as a result, investors could lose some or all of their investment. You should consult your own financial, tax and legal advisers
regarding the risks of an investment in the Notes.

We believe that the factors described below as relating to the Notes represent the principal risks inherent in investing in Notes, but we may be unable to pay
interest, principal or other amounts on or in connection with the Notes for other reasons and we do not represent that the statements below regarding the risks
of holding the Notes are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this prospectus supplement (including
any documents deemed to be incorporated by reference herein) and reach their own views prior to making any investment decision.
Lloyds Bank is a principal operating subsidiary of LBG and accounts for a significant portion of the consolidated assets, liabilities and operating profits of
LBG. Accordingly, the risk factors incorporated by reference which relate to LBG and the Group will also be of relevance to Lloyds Bank.
Risks relating to Lloyds Bank, LBG and the Group

For a description of the risks associated with Lloyds Bank, LBG and the Group, see the section entitled "Risk Factors" of our Annual Report on Form 20-
F for the year ended December 31, 2013, which is incorporated by reference herein.

Risks relating to the Senior Notes

The Senior Notes are unsecured and are effectively subordinated to our secured indebtedness.

Our Senior Notes are unsecured, will be effectively subordinated to all secured indebtedness we may incur, to the extent of the assets securing such
indebtedness. The indenture relating to our Senior Notes does not restrict our ability to incur secured indebtedness in the future. In the event of our insolvency,
bankruptcy, liquidation, reorganization, dissolution or winding up, to the extent we have granted security over our assets, the assets securing such indebtedness
will be used to satisfy the obligations under such indebtedness before we can make payments on the Senior Notes. There may only be limited assets available
to make payments on the Senior Notes in the event of an acceleration of the Senior Notes and we may not have sufficient assets to pay amounts due on any or
all of our Senior Notes then outstanding.

An active trading market may not develop for the Senior Notes.

Prior to the offering, there was no existing trading market for the Senior Notes. We intend to apply for listing of the Senior Notes on the New York Stock
Exchange. If, however, an active trading market does not develop or is not

S-5

maintained, the market price and liquidity of the Senior Notes may be adversely affected. In that case, holders of the Senior Notes may not be able to sell
Senior Notes at a particular time or may not be able to sell Senior Notes at a favorable price. The liquidity of any market for the Senior Notes will depend on a
number of factors including:

·
the number of holders of the Senior Notes;

·
Lloyds Bank's and LBG's credit ratings published by major credit rating agencies;

·
our financial performance;

·
the market for similar securities;

·
the interest of securities dealers in making a market in the notes;

·
prevailing interest rates; and

·
the introduction of any financial transaction tax.

We cannot assure you that an active market for the notes will develop or, if developed, that it will continue.

Lloyds Bank's and LBG's credit ratings may not reflect all risks of an investment in the Senior Notes and the guarantee, and a downgrade in credit
ratings could adversely affect the trading prices of the Senior Notes.

LBG's credit ratings may not reflect the potential impact of all risks relating to the market values of the Senior Notes and the guarantee. However, real or
anticipated changes in Lloyds Bank's or LBG's credit ratings will generally affect the market values of the Senior Notes and the guarantee. Credit rating
agencies continually revise their ratings for companies that they follow, including Lloyds Bank and LBG and as such, the credit rating of Lloyds Bank and
LBG may be revised, suspended or withdrawn at any time by the assigning rating organization at their sole discretion. Any ratings downgrade could adversely
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affect the trading prices of the Senior Notes or the trading markets for the Senior Notes to the extent trading markets for the Senior Notes develop, and any
ratings improvement will not necessarily increase the value of the Senior Notes and will not reduce market risk and other investment risks related to the Senior
Notes. Credit ratings (i) do not reflect the risk that interest rates may rise, which may affect the values of the Senior Notes, which accrue interest at a fixed
rate, (ii) do not address the price, if any, at which the Senior Notes may be resold prior to maturity (which may be substantially less than the original offering
price of the Senior Notes), and (iii) are not recommendations to buy, sell or hold the Senior Notes.
We may redeem the Senior Notes at any time for certain tax reasons.

We may redeem the Senior Notes at any time in whole (but not in part) upon the occurrence of certain tax changes as described in this prospectus
supplement and accompanying prospectus.

As the Senior Notes pay a fixed rate of interest, it is possible you may receive below-market interest.

As the interest payable on the Senior Notes accrues at a fixed rate, there can be no guarantee that the interest you will receive will be greater than market
interest rates at any time during the term of the Senior Notes. Neither we nor LBG have any control over a number of factors 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 applicable fixed interest rate on the Senior Notes and their levels relative to market interest rates before investing.

Under the terms of the Senior Notes, you have agreed to be bound by and consent to the exercise of any U.K. bail-in power by the relevant U.K.
resolution authority.

By purchasing the Senior Notes, each holder (including each beneficial owner) of the Senior Notes acknowledges, agrees to be bound by and consents to
the exercise of any U.K. bail-in power (as defined below) by

S-6

the relevant U.K. resolution authority that may result in (i) the cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes
and/or (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into shares or other securities or other obligations of
LBG or another person, which U.K. bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the
above. Each holder (including each beneficial owner) of the Senior Notes further acknowledges and agrees that the rights of the holders under the Senior Notes
are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority
expressed to implement such a cancellation or conversion.

For these purposes, a "U.K. bail-in power" is any write-down and/or conversion power existing from time to time under any laws, regulations, rules or
requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in
effect and applicable in the United Kingdom to LBG or other members of the Group, including but not limited to any such laws, regulations, rules or
requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the
Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution
regime by way of amendment to the Banking Act 2009, as the same may be amended from time to time (whether pursuant to the Banking Reform Act 2013 or
otherwise), pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced,
cancelled, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (and a reference to the "relevant U.K.
resolution authority" is to any authority with the ability to exercise a U.K. bail-in power). For more information, see "Description of the Notes--Agreement
with Respect to the Exercise of U.K. Bail-in Power".

Holders of the Senior Notes may be required to absorb losses in the event we become subject to recovery and resolution action.

The final text of the Bank Recovery and Resolution Directive (the "BRRD"), establishing a framework for the prevention, management and resolution of
failing banks, was published in the Official Journal of the European Union on June 12, 2014, with Member States required to adopt necessary implementing
measures under national law by no later than December 31, 2014. In the U.K., the Banking Reform Act 2013 has already made provision for certain aspects of
the "bail-in" power and further legislation is expected to be enacted during 2014 in order to give full effect to the majority of the provisions of BRRD from
January 1, 2015.

The stated aim of the BRRD is to provide authorities designated by Member States to apply the resolution tools and exercise the resolution powers set
forth in the BRRD (the "resolution authorities") with common tools and powers to address banking crises pre-emptively in order to safeguard financial
stability and minimize taxpayers' exposure to losses. The powers to be granted to resolution authorities under the BRRD include (but are not limited to) a
"write-down and conversion power" and a "bail-in" power, which will give such resolution authorities the power to write down or write off all or a portion of
the claims (potentially including the Senior Notes) of certain unsecured creditors of a failing institution and/or to convert certain debt claims (potentially
including the Senior Notes) into another security, including ordinary shares of the surviving Group entity, if any. The majority of measures (including the
write-down and conversion powers relating to Tier 1 capital instruments and Tier 2 capital instruments) set out in the BRRD will be implemented with effect
from January 1, 2015 at the latest, with the bail-in power for other eligible liabilities (including the Senior Notes) required to be introduced by January 1, 2016
at the latest. Members States may, however, elect to introduce such measures earlier than these dates, and the U.K. authorities have indicated that they intend
the bail-in power to be in force in the U.K. from January 1, 2015 (see further detail below). Although the BRRD contains safeguards for shareholders and
creditors in respect of the application of the "write down and conversion" and "bail-in" powers which aim to ensure that they do not incur greater losses than
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they would have incurred had the relevant financial institution been wound up under normal insolvency proceedings, there can be no assurance that the
safeguards will be effective if such powers are exercised.

There remains uncertainty regarding the implementation and ultimate scope of these powers and how they would affect us, the Group and the Senior
Notes. Accordingly, it is not yet possible to assess the full impact of the BRRD on us, the Group and on holders of the Senior Notes, and there can be no
assurance that, once it is implemented, the manner in which it is implemented or the taking of any actions by the relevant U.K. resolution authority would not
adversely affect the rights of holders of the Senior Notes, the price or value of an investment in

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the Senior Notes and/or our ability to satisfy its obligations under the Senior Notes. The exercise of any bail-in power or any suggestion of such exercise could,
therefore, materially adversely affect the value of the Senior Notes and could lead to holders of the Senior Notes losing some or all of their investment in the
Senior Notes.

In addition to the BRRD described above, it is possible that the exercise of the current powers under the U.K. Banking Act 2009 (the "Banking Act"),
which in many respects pre-empt the provisions (other than bail-in) of the BRRD with respect to the provision of a resolution regime to resolve failing banks
in the United Kingdom and give the authorities powers to override events of default or termination rights that might be invoked as a result of the exercise of the
resolution powers, could have a material adverse effect on the rights of holders of the Senior Notes, including through a material adverse effect on the price of
the Senior Notes. The Banking Act also gives the Bank of England the power to override, vary or impose contractual obligations between a U.K. bank, its
holding company and its group undertakings for reasonable consideration, in order to enable any transferee or successor bank to operate effectively. There is
also power for the U.K. Treasury to amend the law (excluding provisions made by or under the Banking Act) for the purpose of enabling it to use the regime
powers effectively, potentially with retrospective effect.

In addition, on December 18, 2013, the Banking Reform Act 2013 received Royal Assent. On March 13, 2014, Her Majesty's Treasury published a
consultation on three statutory instruments relating to bail-in powers which closed on May 7, 2014. The Banking Reform Act 2013 includes amendments to the
Banking Act to insert a bail-in option among the powers of the relevant U.K. resolution authority (the "U.K. bail-in power").

The U.K. bail-in power is being introduced as an additional power available to the relevant U.K. resolution authority, to enable it to recapitalize a failed
institution by allocating losses to its shareholders and unsecured creditors in a manner that ought to respect the hierarchy of claims in an insolvency of a
relevant financial institution, consistent with shareholders and creditors of financial institutions not receiving less favorable treatment than they would have
done in insolvency. The U.K. bail-in power includes the power to cancel a liability or modify the terms of contracts for the purposes of reducing or deferring
the liabilities of the bank under resolution and the power to convert a liability from one form to another. The conditions for use of the U.K. bail-in power are,
in summary, that (i) the regulator determines that the bank is failing or likely to fail, (ii) it is not reasonably likely that any other action can be taken to avoid
the bank's failure and (iii) the relevant U.K. resolution authority determines that it is in the public interest to exercise the U.K. bail-in power.

The U.K. Government has indicated that the bail-in power proposed under the Banking Reform Act 2013 will require some minor modifications in order
to fully transpose the BRRD requirements but that it was of the view that the amendments required would not change the fundamental characteristics of the
bail-in power proposed under the Banking Reform Act 2013.

On July 23, 2014, the U.K. Treasury published a consultation on the transposition of the BRRD into law in the United Kingdom, including draft
legislation. The U.K. Treasury is expected to make such amendments and bring the U.K. bail-in power into force on January 1, 2015. Therefore, while it is
not yet possible to assess the full impact of the BRRD or the U.K. bail-in regime on the Group or holders of the Senior Notes, exercise of any bail-in power or
any suggestion of such exercise could, therefore, materially adversely affect the value of the Senior Notes and could lead to holders of the Senior Notes losing
some or all of their investment in the Senior Notes.

In addition, the Banking Act may be further amended and/or other legislation may be introduced in the United Kingdom to amend the resolution regime
that would apply in the event of a bank failure or to provide regulators with other resolution powers.

Finally, the determination that all or part of the principal amount of the Senior Notes will be subject to bail-in is likely to be inherently unpredictable and
may depend on a number of factors which may be outside of our control. This determination will also be made by the relevant U.K. resolution authority and
there may be many factors, including factors not directly related to us or the Group, which could result in such a determination. Because of this inherent
uncertainty, it will be difficult to predict when, if at all, the exercise of a U.K. bail-in power may occur which would result in a principal write off or
conversion to other securities, including equity. Moreover, as the final criteria that the relevant U.K. resolution authority will be obliged to consider in
exercising any U.K. bail-in power are expected to provide it with considerable discretion, holders of the Senior Notes may not be able to refer to

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publicly available criteria in order to anticipate a potential exercise of any such power and consequently its potential effect on us, the Group and the Senior
Notes. Potential investors in the Senior Notes should consider the risk that a holder may lose all of its investment, including the principal amount plus any
accrued interest, if such statutory loss absorption measures are acted upon.

Holders of Senior Notes may have limited rights or no rights to challenge any decision of the relevant U.K. resolution authority to exercise the U.K. bail-in
power or to have that decision reviewed by a judicial or administrative process or otherwise.

Accordingly, trading behavior in respect of the Senior Notes is not necessarily expected to follow the trading behavior associated with other types of
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securities that are not subject to such recovery and resolution powers. Potential investors in the Senior Notes should consider the risk that a holder of the Senior
Notes may lose all of its investment, including the principal amount plus any accrued and unpaid interest, if such statutory loss absorption measures are acted
upon or that the Senior Notes may be converted into ordinary shares. Further, the introduction or amendment of such recovery and resolution powers, and/or
any implication or anticipation that they may be used, may have a significant adverse effect on the market price of the Senior Notes, even if such powers are
not used.

The Senior Notes may not be a suitable investment for investors.

An investor should reach a decision to invest in the Senior Notes after carefully considering, in conjunction with his or her advisors, the suitability of the
Senior Notes in light of his or her investment objectives and the other information set out in this prospectus supplement and the prospectus. Neither the Issuer
nor the Underwriters makes any recommendation as to whether the Senior Notes are a suitable investment for any person.

The Senior Notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Deposit Insurance
Fund, or any other government agency.

The Senior Notes are our obligations but are not bank deposits. In the event of our insolvency, the Senior Notes will rank equally with our other
unsecured, unsubordinated obligations and will not have the benefit of any insurance or guarantee of the Federal Deposit insurance Corporation, The Deposit
Insurance Fund, or any other government agency.

Investors should be aware that the materialization of any of the above risks (including those risks incorporated herein by reference) may adversely
affect the value of the Senior Notes and the guarantee.

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USE OF PROCEEDS

The net proceeds from the sale of the Senior Notes, less the underwriting compensation stated on the cover of this prospectus supplement and expenses
payable by us estimated at $291,550, are estimated to be $996,428,450. These proceeds will be used for general corporate purposes.

CAPITALIZATION OF THE GROUP

The Group's capitalization and indebtedness on a consolidated basis in accordance with IFRS as at June 30, 2014 is set out in the report on Form 6-K
dated July 31, 2014, which is incorporated by reference herein.

RATIO OF EARNINGS TO FIXED CHARGES

The Group's ratio of earnings to fixed charges as at June 30, 2014 and for the years ended December 31, 2013, 2012, 2011, 2010 and 2009 is set out in the
report on Form 6-K dated July 31, 2014, which is incorporated by reference herein.

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DESCRIPTION OF THE SENIOR NOTES

The following is a summary of certain terms of the Senior Notes. It supplements the description of the general terms of the debt securities of any series we may
issue contained in the accompanying prospectus under the heading "Description of Debt Securities". If there is any inconsistency between the following
summary and the description in the accompanying prospectus, the following summary governs.
The Senior Notes will be issued in an aggregate principal amount of $1,000,000,000 and will mature on September 5, 2019. From and including the date
of issuance, interest will accrue on the Senior Notes at a rate of 2.350% per annum. Interest will accrue from September 5, 2014. Interest will be payable semi-
annually in arrears on March 5 and September 5 of each year, commencing on March 5, 2015. Interest will be paid to holders of record of the Senior Notes in
respect of the principal amount thereof outstanding 15 calendar days preceding the relevant interest payment date, whether or not a business day.

Interest on the Senior Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month,
on the basis of the actual number of days elapsed in such period. If any scheduled interest payment date is not a business day, we will pay interest on the next
business day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date. If the scheduled maturity date
or date of redemption or repayment is not a business day, we may pay interest and principal on the next succeeding business day, but interest on that payment
will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.

A "business day" means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or
required by law or regulation to close in the City of New York or in the City of London.

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Document Outline

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