LYG 0000950103-24-016788 6-K Filing: Nov 26, 2024

FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Reportof Foreign Private Issuer Pursuant to Rule 13a-16 OR 15d-16UNDER the SecuritiesExchange Act of 1934

For November 26, 2024

Commission File Number: 001-15246

LLOYDS BANKING GROUP PLC

5^th^Floor

25 Gresham Street

London EC2V 7HN

United Kingdom

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F __X__ Form 40-F _____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

EXPLANATORY NOTE

In connection with the issuance by Lloyds Banking Group plc of (i) $1,250,000,000 aggregate principal amount of 5.087% Senior Callable Fixed to Fixed Rate Notes due 2028, (ii) $750,000,000 aggregate principal amount of Senior Callable Floating Rate Notes due 2028 and (iii) $1,000,000,000 aggregate principal amount of 5.590% Senior Callable Fixed to Fixed Rate Notes due 2035, Lloyds Banking Group plc is filing the following documents solely for incorporation into the Registration Statement on Form F-3ASR (File No. 333-265452):

Exhibit List

Exhibit No.	Description
4.1	Twentieth Supplemental Indenture to the Senior Debt Securities Indenture between Lloyds Banking Group plc, The Bank of New York Mellon, acting through its London Branch, as trustee and paying agent, and The Bank of New York Mellon SA/NV, Dublin Branch, as senior debt security registrar, dated as of November 26, 2024
5.1	Opinions of CMS Cameron McKenna Nabarro Olswang LLP
5.2	Opinion of Davis Polk & Wardwell London LLP

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		LLOYDS BANKING GROUP PLC<br><br> <br><br><br> <br>(Registrant)
Dated:	November 26, 2024	By:	/s/ Jesse Tennant-Brown
			Name:	Jesse Tennant-Brown
			Title:	Director of Senior Funding and Covered Bonds

Exhibit 4.1

_______________________________________

LLOYDS BANKING GROUP PLC

as Issuer,

THE BANK OF NEW YORK MELLON,

acting through its London Branch

as Trustee

and Paying Agent

and

THE BANK OF NEW YORK MELLONSA/NV, DUBLIN BRANCH,

as Senior Debt Security Registrar

_______________________________________

TWENTIETH SUPPLEMENTAL INDENTURE

dated as of November 26, 2024

THE SENIOR DEBT SECURITIES INDENTURE

dated as of July 6, 2010

_______________________________________

TWENTIETH SUPPLEMENTAL INDENTURE (“TwentiethSupplemental Indenture”), dated as of November 26, 2024, between LLOYDS BANKING GROUP PLC, a corporation incorporated in Scotland with registered number 95000, as issuer (the “Company”), THE BANK OF NEW YORK MELLON, acting through its London Branch, as trustee (the “Trustee”) and as paying agent (the “Paying Agent”) and THE BANK OF NEW YORK MELLON SA/NV, DUBLIN BRANCH, as senior debt security registrar (the “Senior Debt Security Registrar”).

WITNESSETH

WHEREAS, the Company and the Trustee have executed and delivered a Senior Debt Securities Indenture dated as of July 6, 2010, as amended by the First Supplemental Indenture dated as of July 6, 2016 (the “Senior Indenture,” and together with this Twentieth Supplemental Indenture, the “Indenture”) to provide for the issuance of the Company’s Senior Debt Securities, including the Securities (as defined below).

WHEREAS, Section 9.01(d) of the Senior Indenture permits the Company and the Trustee to add to, change or eliminate any provisions of the Senior Indenture without the consent of Holders as permitted under Sections 2.01 and 3.01 of the Senior Indenture, subject to certain conditions;

WHEREAS, Section 9.01(f) of the Senior Indenture permits the Company and the Trustee to enter into a supplemental indenture to establish the forms or terms of Senior Debt Securities of any series as permitted under Sections 2.01 and 3.01 of the Senior Indenture without the consent of Holders;

WHEREAS, there are no debt securities Outstanding of any series created prior to the execution of this Twentieth Supplemental Indenture which are entitled to the benefit of the provisions set forth herein or would be adversely affected by such provisions;

WHEREAS, the Board of Directors has authorized the entry into this Twentieth Supplemental Indenture, as required by Section 9.01 of the Senior Indenture;

WHEREAS, the parties hereto desire to establish, as further series of Senior Debt Securities under the Senior Indenture, $1,250,000,000 5.087% Senior Callable Fixed-to-Fixed Rate Notes due 2028 (the “2028 Fixed Rate Notes”), $1,000,000,000 5.590% Senior Callable Fixed-to-Fixed Rate Notes due 2035 (the “2035 Fixed Rate Notes” and, together with the 2028 Fixed Rate Notes, the “Fixed Rate Notes”) and $750,000,000 Senior Callable Floating Rate Notes due 2028 (the “Floating Rate Notes” and, together with the Fixed Rate Notes, the “Securities”) pursuant to Sections 2.01 and 3.01 of the Senior Indenture. The Securities may be issued from time to time and any Securities issued as part of any series will constitute a single series of Securities under the Indenture and shall be included in the definition of “Securities” where the context requires;

WHEREAS, the Company has requested that the Trustee execute and deliver this Twentieth Supplemental Indenture and whereas all actions required by it to be taken in order to make this Twentieth Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, have been taken and performed, and the execution and delivery of this Twentieth Supplemental Indenture has been duly authorized in all respects; and

WHEREAS, where indicated, this Twentieth Supplemental Indenture shall amend and supplement the Senior Indenture; to the extent that the terms of the Senior Indenture are inconsistent with such provisions of this Twentieth Supplemental Indenture, the terms of this Twentieth Supplemental Indenture shall govern.

NOW, THEREFORE, the Company and the Trustee mutually covenant and agree as follows:

Article 1

DEFINITIONS

Section 1.01. Definition of Terms. For all purposes of this Twentieth Supplemental Indenture:

(a) a term defined anywhere in this Twentieth Supplemental Indenture has the same meaning throughout;

(b) capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Senior Indenture;

(d) headings are for convenience of reference only and do not affect interpretation;

(e) wherever the words “include”, “includes” or “including” are used in this Twentieth Supplemental Indenture, they shall be deemed to be followed by the words “without limitation”;

(f) the use of “or” is not intended to be exclusive unless expressly indicated otherwise;

(g) references to the Senior Indenture or the Twentieth Supplemental Indenture shall be deemed to include any supplements or amendments thereto; and

(h) for the purposes of this Twentieth Supplemental Indenture and the Senior Indenture, the term “series” shall mean a series of Securities.

Article 2

FORM OF SECURITIES

Section 2.01. Terms of the 2028 Fixed Rate Notes.

(a) The title of the 2028 Fixed Rate Notes shall be the “5.087% Senior Callable Fixed-to-Fixed Rate Notes due 2028”;

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(b) The aggregate principal amount of the 2028 Fixed Rate Notes that may be authenticated and delivered under the Indenture shall not exceed $1,250,000,000 except as otherwise provided in the Indenture;

(d) The 2028 Fixed Rate Notes shall be issued in global registered form on November 26, 2024 (the “Issue Date”).

During the period from, and including, the Issue Date to, but excluding November 26, 2027 (the “Initial Fixed Rate Period”), interest shall accrue from the Issue Date at a fixed rate of 5.087% per annum. Interest accrued during the Initial Fixed Rate Period shall be payable semi-annually in arrears on May 26 and November 26 of each year (each, a “Fixed Rate Interest Payment Date”), commencing on May 26, 2025.

During the period from, and including, November 26, 2027 (the “ResetDate”) to, but excluding, November 26, 2028 (the “ResetFixed Rate Period”), interest shall accrue at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) on the Reset Determination Date (as defined below), plus 85 basis points (0.850%). Interest accrued during the Reset Fixed Rate Period shall be payable semi-annually in arrears on May 26, 2028 and November 26, 2028 (each, a “Reset Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates”).

The Regular Record Dates for the 2028 Fixed Rate Notes shall be 15 calendar days immediately preceding the relevant 2028 Fixed Rate Notes Interest Payment Date, whether or not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment.

Interest during the Initial Fixed Rate Period shall be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest Payment Date, redemption date or Maturity Date is not a Business Day, the Company shall pay interest and principal, as applicable, on the next Business Day, but interest on that payment shall not accrue during the period from and after such scheduled Fixed Rate Interest Payment Date, redemption date or Maturity Date.

Interest during the Reset Fixed Rate Period shall 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. The interest rate during the Reset Fixed Rate Period will be reset on the Reset Determination Date. If any scheduled Reset Rate Interest Payment Date, redemption date or Maturity Date is not a Business Day, interest and principal, as applicable, will be paid on the next Business Day, but interest on that payment will not accrue during the period from and after such scheduled Reset Rate Interest Payment Date, redemption date or Maturity Date.

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“Banking Act” means the Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act 2013, secondary legislation or otherwise).

“Comparable TreasuryIssue” means, with respect to the Reset Fixed Rate Period, the U.S. Treasury security or securities selected by the Company with a maturity date on or about the last day of the Reset Fixed Rate Period and that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities denominated in U.S. dollars and having a maturity of one year.

“Comparable TreasuryPrice” means, with respect to the Reset Date, (i) the arithmetic average of the Reference Treasury Dealer Quotations for the Reset Date (calculated by the Calculation Agent on the Reset Determination Date preceding the Reset Date), after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are received by the Company, the arithmetic average of all such quotations, or (iii) if fewer than two such Reference Treasury Dealer Quotations are received by the Company, then such Reference Treasury Dealer Quotations as quoted in writing to the Company by a Reference Treasury Dealer.

“Reference TreasuryDealer” means each of up to five banks selected by the Company, or the affiliates of such banks, which are (i) primary U.S. Treasury securities dealers, and their respective successors, or (ii) market makers in pricing corporate bond issues denominated in U.S. dollars.

“Reference TreasuryDealer Quotations” means with respect to each Reference Treasury Dealer and the Reset Date, the bid and offered prices obtained by the Company for the applicable Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, at 11:00 a.m. (New York City time), on the Reset Determination Date.

“Reset DeterminationDate” means the second Business Day immediately preceding the Reset Date.

“U.S. Treasury Rate” means, with respect to the Reset Date, the rate per annum equal to: (1) the arithmetic average of the yields on actively traded U.S. Treasury securities adjusted to constant maturity for the maturity of one year (“Yields”), for the five consecutive business days immediately prior to the Reset Determination Date and appearing under the caption “Treasury constant maturities” on the Reset Determination Date as of 5:00 p.m. (New York City time), in the applicable most recently published statistical release designated “H.15 Daily Update”, or any successor publication that is published by the Board of Governors of the Federal Reserve System that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity, under the caption “Treasury Constant Maturities”, for the maturity of one year; provided that if the Yield is not available through such release (or successor publication) for any relevant business day, then the arithmetic average will be determined based on the Yields for the remaining business days during the five business day period described above (provided further that if the Yield is available for only a single business day during such five business day period, the “U.S. Treasury Rate” will mean the single-day Yield for such day); or (2) if such release (or any successor release) is not published during the week immediately prior to the Reset Determination Date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Reset Date.

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If the U.S. Treasury Rate cannot be determined, for whatever reason, as described under (1) or (2) above, “U.S. Treasury Rate” means the rate in percentage per annum as notified by the Calculation Agent to the Company equal to the last reported Yield on U.S. Treasury securities having a maturity of one year based on information appearing in the most recently published statistical release designated “H.15 Daily Update” (or any successor publication by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded U.S. Treasury securities) as of 5:00 p.m. (New York City time) on the Reset Determination Date.

The U.S. Treasury Rate shall be determined by The Bank of New York Mellon, London Branch as calculation agent.

All calculations of the Calculation Agent, in the absence of manifest error, shall be conclusive for all purposes and binding on the Company, the Trustee, the Paying Agent and on the Holders of the 2028 Fixed Rate Notes.

All percentages resulting from any of the above calculations shall be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations shall be rounded to the nearest cent (with one-half cent being rounded upwards).

The interest rate on the 2028 Fixed Rate Notes during the Reset Fixed Rate Period will in no event be higher than the maximum rate permitted by law or lower than 0.00% per annum.

By its acquisition of 2028 Fixed Rate Notes or an interest therein, each Holder and beneficial owner of 2028 Fixed Rate Notes and each subsequent holder and beneficial owner waives any and all claims in law and/or equity against the Trustee, the Calculation Agent or any paying agent for, agrees not to initiate a suit against the Trustee, the Calculation Agent and any paying agent in respect of, and agrees that none of the Trustee, the Calculation Agent or any paying agent will be liable for, any action that the Trustee, the Calculation Agent or any paying agent, as the case may be, takes, or abstains from taking, in each case in accordance with this section or any losses suffered in connection therewith.

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For the avoidance of doubt, the Trustee shall have the rights set forth in Section 9.03 of the Senior Indenture with respect to any amendment or alteration of the terms and conditions of the 2028 Fixed Rate Notes and the Indenture.

(e) No premium, upon redemption or otherwise, shall be payable by the Company on the 2028 Fixed Rate Notes;

(f) Principal of and any interest on the 2028 Fixed Rate Notes shall be paid to the Holder through The Bank of New York Mellon, acting through its London Branch, as Paying Agent of the Company;

(g) Subject to Section 11.11 of the Indenture and on at least 5 Business Days but no more than 30 Business Days’ prior written notice delivered to the Holders of the 2028 Fixed Rate Notes (with a copy to the Trustee), the Company may, in its sole discretion, (but subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, the Company giving notice to the Relevant Regulator and the Relevant Regulator granting the Company permission), redeem, the 2028 Fixed Rate Notes, in whole, but not in part, on November 26, 2027 at a redemption price equal to 100% of the principal amount of the 2028 Fixed Rate Notes plus any accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption, as provided in the Senior Indenture;

(h) The 2028 Fixed Rate Notes are redeemable pursuant to Section 11.08 of the Indenture. In connection with any redemption of the 2028 Fixed Rate Notes pursuant to Section 11.08 of the Indenture, the date referenced therein shall be November 26, 2024;

(i) The Company shall have no obligation to redeem or purchase the 2028 Fixed Rate Notes pursuant to any sinking fund or analogous provision;

(j) The 2028 Fixed Rate Notes shall be issued only in denominations of $200,000 and in integral multiples of $1,000 in excess thereof;

(k) The principal amount of the 2028 Fixed Rate Notes shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Indenture;

(l) The 2028 Fixed Rate Notes shall not be converted into or exchanged at the option of the Company or otherwise for stock or other securities of the Company;

(m) The 2028 Fixed Rate Notes shall be denominated in, and payments thereon shall be made in, U.S. Dollars;

(n) The payment of principal of (and premium, if any) or interest, if any, on the 2028 Fixed Rate Notes shall be payable only in the coin or currency in which the 2028 Fixed Rate Notes are denominated;

(o) The 2028 Fixed Rate Notes shall be issued in the form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company;

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(p) The 2028 Fixed Rate Notes shall not be initially issued in definitive form;

(q) The calculation agent (the “Calculation Agent”) for the 2028 Fixed Rate Notes shall be The Bank of New York Mellon, London Branch pursuant to the terms of a Calculation Agency Agreement dated as of November 26, 2024;

(r) The Events of Default on the 2028 Fixed Rate Notes are as provided for in Section 5.01 of the Indenture;

(s) The form of the 2028 Fixed Rate Notes to be issued on the date hereof shall be substantially in the form of Exhibit A hereto;

(t) The Company may issue additional 2028 Fixed Rate Notes (“Additional 2028 Fixed Rate Notes”) after the date hereof having the same ranking and same interest rate, maturity date, redemption terms and other terms as the 2028 Fixed Rate Notes except for the price to the public, issue date and first interest payment date, provided that such Additional 2028 Fixed Rate Notes must be fungible with the outstanding 2028 Fixed Rate Notes for U.S. federal income tax purposes. Any such Additional 2028 Fixed Rate Notes, together with the 2028 Fixed Rate Notes shall constitute a single series of securities under the Indenture;

(u) Additional Amounts in respect of the 2028 Fixed Rate Notes shall be payable as set forth in the Indenture.

Section 2.02. Terms of the 2035 Fixed Rate Notes.

(a) The title of the 2035 Fixed Rate Notes shall be the “5.590% Senior Callable Fixed-to-Fixed Rate Notes due 2035”;

(b) The aggregate principal amount of the 2035 Fixed Rate Notes that may be authenticated and delivered under the Indenture shall not exceed $1,000,000,000, except as otherwise provided in the Indenture;

(d) The 2035 Fixed Rate Notes shall be issued in global registered form on November 26, 2024 (the “Issue Date”).

During the period from, and including, the Issue Date to, but excluding November 26, 2034 (the “Initial Fixed Rate Period”), interest shall accrue from the Issue Date at a fixed rate of 5.590% per annum. Interest accrued during the Initial Fixed Rate Period shall be payable semi-annually in arrears on May 26 and November 26 of each year (each, a “Fixed Rate Interest Payment Date”), commencing on May 26, 2025.

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During the period from, and including, November 26, 2034 (the “Reset Date”) to, but excluding, November 26, 2035 (the “Reset Fixed Rate Period”), interest shall accrue at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) on the Reset Determination Date (as defined below), plus 120 basis points (1.200%). Interest accrued during the Reset Fixed Rate Period shall be payable semi-annually in arrears on May 26, 2035 and November 26, 2035 (each, a “Reset Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates”).

The Regular Record Dates for the 2035 Fixed Rate Notes shall be 15 calendar days immediately preceding the relevant 2035 Fixed Rate Notes Interest Payment Date, whether or not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment.

Interest during the Initial Fixed Rate Period shall be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest Payment Date, redemption date or Maturity Date, is not a Business Day, the Company shall pay interest and principal, as applicable, on the next Business Day, but interest on that payment shall not accrue during the period from and after such scheduled Fixed Rate Interest Payment Date, redemption date or Maturity Date.

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“Reset Determination Date” means the second Business Day immediately preceding the Reset Date.

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The U.S. Treasury Rate shall be determined by The Bank of New York Mellon, London Branch as calculation agent.

The interest rate on the 2035 Fixed Rate Notes during the Reset Fixed Rate Period will in no event be higher than the maximum rate permitted by law or lower than 0.00% per annum;

By its acquisition of 2035 Fixed Rate Notes or an interest therein, each Holder and beneficial owner of 2035 Fixed Rate Notes and each subsequent holder and beneficial owner waives any and all claims in law and/or equity against the Trustee, the Calculation Agent or any paying agent for, agrees not to initiate a suit against the Trustee, the Calculation Agent and any paying agent in respect of, and agrees that none of the Trustee, the Calculation Agent or any paying agent will be liable for, any action that the Trustee, the Calculation Agent or any paying agent, as the case may be, takes, or abstains from taking, in each case in accordance with this section or any losses suffered in connection therewith.

(e) No premium, upon redemption or otherwise, shall be payable by the Company on the 2035 Fixed Rate Notes;

(f) Principal of and any interest on the 2035 Fixed Rate Notes shall be paid to the Holder through The Bank of New York Mellon, acting through its London Branch, as Paying Agent of the Company;

(g) Subject to Section 11.11 of the Indenture and on at least 5 Business Days but no more than 30 Business Days’ prior written notice delivered to the Holders of the 2035 Fixed Rate Notes (with a copy to the Trustee), the Company may, in its sole discretion, (but subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, the Company giving notice to the Relevant Regulator and the Relevant Regulator granting the Company permission) redeem the 2035 Fixed Rate Notes, in whole, but not in part, on November 26, 2034 at a redemption price equal to 100% of the principal amount of the 2035 Fixed Rate Notes plus any accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption, as provided in the Senior Indenture;

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(h) The 2035 Fixed Rate Notes are redeemable pursuant to Section 11.08 of the Senior Indenture. In connection with any redemption of the 2035 Fixed Rate Notes pursuant to Section 11.08 of the Senior Indenture, the date referenced therein shall be November 26, 2024;

(i) The Company shall have no obligation to redeem or purchase the 2035 Fixed Rate Notes pursuant to any sinking fund or analogous provision;

(j) The 2035 Fixed Rate Notes shall be issued only in denominations of $200,000 and in integral multiples of $1,000 in excess thereof;

(k) The principal amount of the 2035 Fixed Rate Notes shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Indenture;

(l) The 2035 Fixed Rate Notes shall not be converted into or exchanged at the option of the Company or otherwise for stock or other securities of the Company;

(m) The 2035 Fixed Rate Notes shall be denominated in, and payments thereon shall be made in, U.S. Dollars;

(n) The payment of principal of (and premium, if any) or interest, if any, on the 2035 Fixed Rate Notes shall be payable only in the coin or currency in which the 2035 Fixed Rate Notes are denominated;

(o) The 2035 Fixed Rate Notes shall be issued in the form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company;

(p) The 2035 Fixed Rate Notes shall not be initially issued in definitive form;

(q) The calculation agent (the “Calculation Agent”) for the 2035 Fixed Rate Notes shall be The Bank of New York Mellon, London Branch pursuant to the terms of a Calculation Agency Agreement dated as of November 26, 2024;

(r) The Events of Default on the 2035 Fixed Rate Notes are as provided for in Section 5.01 of the Indenture;

(s) The form of the 2035 Fixed Rate Notes to be issued on the date hereof shall be substantially in the form of Exhibit B hereto;

(t) The Company may issue additional 2035 Fixed Rate Notes (“Additional 2035 Fixed Rate Notes”) after the date hereof having the same ranking and same interest rate, maturity date, redemption terms and other terms as the 2035 Fixed Rate Notes except for the price to the public, issue date and first interest payment date, provided that such Additional 2035 Fixed Rate Notes must be fungible with the outstanding 2035 Fixed Rate Notes for U.S. federal income tax purposes. Any such Additional 2035 Fixed Rate Notes, together with the 2035 Fixed Rate Notes shall constitute a single series of securities under the Indenture;

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(u) Additional Amounts in respect of the 2035 Fixed Rate Notes shall be payable as set forth in the Indenture.

Section 2.03. Terms of the Floating Rate Notes.

(a) The title of the Floating Rate Notes shall be the “Senior Callable Floating Rate Notes due 2028”;

(b) The aggregate principal amount of the Floating Rate Notes that may be authenticated and delivered under the Indenture shall not exceed $750,000,000, except as otherwise provided in the Indenture;

(d) The Floating Rate Notes shall be issued in global registered form on November 26, 2024 (the “Issue Date”).

The interest rate for the Floating Rate Notes (the “Floating Rate Notes Interest Rate”) will be equal to the sum of (A) the SOFR Index Average (as defined below), as determined, with respect to each Floating Rate Notes Interest Period (as defined below), on the applicable Floating Rate Notes Interest Determination Date (as defined below), and (B) 1.060% per annum, provided that the Floating Rate Notes Interest Rate with respect to any Floating Rate Notes Interest Period shall be subject to a minimum rate per annum of 0.00%, calculated on the basis of a 360-day year and the actual number of days elapsed.

The first Floating Rate Notes Interest Payment Date (as defined below) will fall on February 26, 2025. Thereafter, interest on the Floating Rate Notes will be paid quarterly in arrears on February 26, May 26, August 26 and November 26 of each year (together with the first Floating Rate Notes Interest Payment Date, each a “Floating Rate Notes Interest Payment Date”). However, if a Floating Rate Notes Interest Payment Date would fall on a day that is not a Business Day, other than the interest payment date that is also a redemption date or the date of maturity, the Floating Rate Notes Interest Payment Date will be postponed to the next succeeding day that is a Business Day and interest thereon will continue to accrue, except that if the Business Day falls in the next succeeding calendar month, the applicable Floating Rate Notes Interest Payment Date will be the immediately preceding Business Day. In each such case, except for the Floating Rate Notes Interest Payment Date falling on a redemption date or the Maturity Date, the Floating Rate Notes Interest Periods and the Floating Rate Notes Reset Dates (as defined below) will be adjusted accordingly to calculate the amount of interest payable on the Floating Rate Notes.

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The Floating Rate Notes Interest Rate will be reset on each Floating Rate Notes Interest Payment Date (together with the initial interest reset date for the Floating Rate Notes, each a “Floating Rate Notes Reset Date”). However, if any Floating Rate Notes Reset Date would otherwise be a day that is not a Business Day, that Floating Rate Notes Reset Date will be postponed to the next succeeding day that is a Business Day, except that if the Business Day falls in the next succeeding calendar month, the applicable Floating Rate Notes Reset Date will be the immediately preceding Business Day.

Interest will be paid to Holders of record of the Floating Rate Notes in respect of the principal amount thereof outstanding 15 calendar days immediately preceding the relevant Floating Rate Notes Interest Payment Date, whether or not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment.

The first interest period will begin on and include November 26, 2024 and will end on and exclude February 26, 2025. Thereafter, the interest periods will be the periods from and including a Floating Rate Notes Interest Payment Date to but excluding the immediately succeeding Floating Rate Notes Interest Payment Date (together with the initial interest period, each a “Floating Rate Notes Interest Period”). However, the final Floating Rate Notes Interest Period will be the period from and including the Floating Rate Notes Interest Payment Date immediately preceding the Maturity Date to but excluding the Maturity Date.

The Calculation Agent in respect of the Floating Rate Note will determine the Floating Rate Notes Interest Rate for each Floating Rate Notes Interest Period on the fifth U.S. Government Securities Business Day by reference to the SOFR Index Average (as defined below) on that date (the “Floating Rate Notes Interest Determination Date”). If a tax redemption or Loss Absorption Disqualification Event redemption (see Section 11.08 of the Senior Indenture and Section 11.10 of the Senior Indenture as supplemented by this Twentieth Supplemental Indenture) occurs, the Floating Rate Notes Interest Determination Date will be on the fifth U.S. Government Securities Business Day preceding such tax redemption or Loss Absorption Disqualification Event redemption date, as applicable.

“U.S.Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

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Subject to the circumstances described in this section, the “SOFR Index Average” for each Floating Rate Notes Interest Period shall be equal to the value of the SOFR rates for each day during the relevant Floating Rate Notes Interest Period as calculated by the Calculation Agent as follows:

with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 being rounded upwards, where:

“dc” for any SOFR Observation Period, means the number of calendar days in the relevant SOFR Observation Period;

“SOFR Index” means the SOFR Index in relation to any U.S. Government Securities Business Day as published by the NY Federal Reserve on the NY Federal Reserve’s Website at the SOFR Determination Time;

“SOFR IndexEnd” means the SOFR Index value on the date that is five U.S. Government Securities Business Days preceding the Floating Rate Notes Interest Payment Date relating to such Floating Rate Notes Interest Period (or in the final Floating Rate Notes Interest Period, preceding the Maturity Date) (such date a “SOFR Index Determination Date”); and

“SOFR IndexStart” means the SOFR Index value on the date that is five U.S. Government Securities Business Days preceding the first date of the relevant Floating Rate Notes Interest Period (such date a “SOFR Index Determination Date”), and, for the initial Floating Rate Notes Interest Period, the SOFR Index value on November 19, 2024.

Subject to the circumstances described in this section, if the SOFR Index is not published on any relevant SOFR Index Determination Date and a SOFR Benchmark Event and its related SOFR Benchmark Replacement Date has not occurred, the “SOFR Index Average” for such Floating Rate Notes Interest Period shall be calculated by the Calculation Agent on the relevant Floating Rate Notes Interest Determination Date as follows:

with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 being rounded upwards, where:

“d” for any SOFR Observation Period, means the number of calendar days in the relevant SOFR Observation Period;

“do” for any SOFR Observation Period, means the number of U.S. Government Securities Business Days in the relevant SOFR Observation Period;

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“i” means a series of whole numbers from one to do, each representing the relevant U.S. Government Securities Business Days in chronological order from (and including) the first U.S. Government Securities Business Day in the relevant SOFR Observation Period;

“ni” for any U.S. Government Securities Business Day “i” in the relevant SOFR Observation Period, means the number of calendar days from (and including) such U.S. Government Securities Business Day “i” up to (but excluding) the following U.S. Government Securities Business Day (“i+1”); and

“SOFRi” for any U.S. Government Securities Business Day “i” in the relevant SOFR Observation Period, is equal to SOFR in respect of that day “i”.

In connection with the SOFR provisions above, the following definitions apply:

“Bloomberg ScreenSOFRRATE Page” means the Bloomberg screen designated “SOFRRATE” or any successor page or service; “NY FederalReserve” means the Federal Reserve Bank of New York;

“NY Federal Reserve’sWebsite” means the website of the NY Federal Reserve, currently at www.newyorkfed.org, or any successor website of the NY Federal Reserve or the website of any successor administrator of SOFR;

“Reuters Page USDSOFR=” means the Reuters page designated “USDSOFR=” or any successor page or service;

“SOFR” means, with respect to any day (including any U.S. Government Securities Business Day), the rate determined by the Calculation Agent, as the case may be, in accordance with the following provisions:

(a) the Secured Overnight Financing Rate published at the SOFR Determination Time, as such rate is reported on the Bloomberg Screen SOFRRATE Page, then the Secured Overnight Financing Rate published at the SOFR Determination Time, as such rate is reported on the Reuters Page USDSOFR= or, if no such rate is reported on the Reuters Page USDSOFR=, then the Secured Overnight Financing Rate that appears at the SOFR Determination Time on the NY Federal Reserve’s Website; or

(b) if the rate specified in (a) above does not appear, the SOFR published on the NY Federal Reserve’s Website for the first preceding U.S. Government Securities Business Day for which SOFR was published on the NY Federal Reserve’s Website;

“SOFR DeterminationTime” means approximately 3:00 p.m. (New York City time) on the NY Federal Reserve’s Website on the immediately following U.S. Government Securities Business Day; and

“SOFR ObservationPeriod” means, in respect of each Floating Rate Notes Interest Period, the period from (and including) the fifth U.S. Government Securities Business Day preceding the first date in such Floating Rate Notes Interest Period to (but excluding) the fifth U.S. Government Securities Business Day preceding the Floating Rate Notes Interest Payment Date (or in the final Floating Rate Notes Interest Period, preceding the Maturity Date) for such Floating Rate Notes Interest Period.

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Notwithstanding the provisions above, if a SOFR Benchmark Event and its related SOFR Benchmark Replacement Date occurs when any Floating Rate Notes Interest Rate (or any component part thereof) remains to be determined by reference to the SOFR Benchmark in respect of the Floating Rate Notes, then the Company (or its designee) may, at its sole discretion, appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Company (or its designee) determining a SOFR Benchmark Replacement and the applicable SOFR Benchmark Replacement Adjustment Spread and any other amendments to the terms of the Floating Rate Notes, in accordance with the provisions below.

In the absence of fraud, the Company (or its designee) and any Independent Adviser appointed pursuant to this section, as applicable, shall have no liability whatsoever to the Company, the Trustee, the Calculation Agent, any paying agent or the Holders of the Floating Rate Notes for any determination made by it or for any advice given to the Company (or its designee) in connection with any determination made by the Company (or its designee) pursuant to this section.

If the Company (or its designee) has not appointed an Independent Adviser in accordance with this section, the Company (or its designee) may still make any determinations and/or any amendments contemplated by and in accordance with this section (with the relevant provisions in this section applying mutatismutandis to allow such determinations or amendments to be made by the Company (or its designee) without consultation with an Independent Adviser). Any determination, decision or election that may be made by the Company (or its designee) pursuant to this section, including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, will be made in the Company’s (or its designee’s) sole discretion, and, notwithstanding anything to the contrary in the documentation relating to the Floating Rate Notes, shall become effective without consent from the Holders of the Floating Rate Notes or any other party.

Subject to the paragraph below, if the Company (or its designee), following consultation with its Independent Adviser, no later than three Business Days prior to the Floating Rate Notes Interest Determination Date relating to the next Floating Rate Notes Interest Period (the “DeterminationCut-off Date”) determines the SOFR Benchmark Replacement for the purposes of determining the Floating Rate Notes Interest Rate for all future Floating Rate Notes Interest Periods (subject to the subsequent operation of this section during any other future Floating Rate Notes Interest Periods), then such SOFR Benchmark Replacement shall be the SOFR Benchmark for all future Floating Rate Notes Interest Periods (subject to the subsequent operation of this section during any other future Floating Rate Notes Interest Period(s)).

Notwithstanding the above paragraph, if the Company (or its designee), following consultation with its Independent Adviser, determines prior to the Determination Cut-off Date that no SOFR Benchmark Replacement exists then the relevant Floating Rate Notes Interest Rate shall be determined using the SOFR Benchmark last displayed on the relevant page prior to the relevant Floating Rate Notes Interest Determination Date. This paragraph shall apply to the relevant Floating Rate Notes Interest Period only. Any subsequent Floating Rate Notes Interest Period(s) shall be subject to the subsequent operation of, and adjustment as provided in, this section.

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Promptly following the determination of the SOFR Benchmark Replacement as described in this section, the Company (or its designee) shall give notice thereof pursuant to this section to the Trustee, the Calculation Agent, any paying agents and the Holders of the Floating Rate Notes. For the avoidance of doubt, neither the Trustee, the Calculation Agent nor any paying agents shall have any responsibility for making such determination.

Subject to receipt of notice pursuant to the above paragraph, the Trustee, the Calculation Agent and any paying agents shall, at the direction and expense of the Company, effect such waivers and consequential amendments to the terms and conditions of the Floating Rate Notes, the Indenture and any other document as the Company (or its designee), following consultation with its Independent Adviser, determines may be required to give effect to any application of this section, including, but not limited to:

(i) changes to the terms and conditions of the Floating Rate Notes which the Company (or its designee), following consultation with its Independent Adviser, determines may be required in order to follow market practice (determined according to factors including, but not limited to, public statements, opinions and publications of industry bodies and organizations) in relation to such SOFR Benchmark Replacement, including, but not limited to (A) the Business Day, business day convention, day count fraction, Floating Rate Notes Interest Determination Date and/or any relevant time applicable to the Floating Rate Notes and (B) the method for determining the fallback to the Floating Rate Notes Interest Rate if such SOFR Benchmark Replacement is not available; and

(ii) any other changes which the Company (or its designee), following consultation with its Independent Adviser, determines are reasonably necessary to ensure the proper operation and comparability to the SOFR Benchmark of such SOFR Benchmark Replacement, which changes shall apply to the Floating Rate Notes for all future Floating Rate Notes Interest Periods (subject to the subsequent operation of this section). None of the Trustee, the Calculation Agent or any paying agents shall be responsible or liable for any determinations, decisions or elections made by the Company (or its designee) with respect to any waivers or consequential amendments to be effected pursuant to this section or any other changes and shall be entitled to rely conclusively on any certifications provided to each of them in this regard.

No consent of the Holders of the Floating Rate Notes shall be required in connection with effecting the relevant SOFR Benchmark Replacement as described in this section or such other relevant adjustments pursuant to this section, including for the execution of, or amendment to, any documents or the taking of other steps by the Company (or its designee) or any of the parties to the Indenture (if required).

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By its acquisition of the Floating Rate Notes, each Holder and beneficial owner of the Floating Rate Notes and each subsequent holder and beneficial owner acknowledges, accepts, agrees to be bound by, and consents to, the Company’s (or its designee’s) determination of the SOFR Benchmark Replacement, as contemplated by this section, and to any amendment or alteration of the terms and conditions of the Floating Rate Notes, including an amendment of the amount of interest due on the Floating Rate Notes, as may be required in order to give effect to this section, without the need for any further consent from the Holders of the Floating Rate Notes. The Trustee shall be entitled to rely on this deemed consent in connection with any supplemental indenture or amendment which may be necessary to give effect to the SOFR Benchmark Replacement or any application of this section.

By its acquisition of the Floating Rate Notes, each Holder and beneficial owner of the Floating Rate Notes and each subsequent holder and beneficial owner waives any and all claims in law and/or equity against the Trustee, the Calculation Agent and any paying agent for, agrees not to initiate a suit against the Trustee, the Calculation Agent and any paying agent in respect of, and agrees that neither the Trustee, the Calculation Agent or any paying agent will be liable for, any action that the Trustee, the Calculation Agent or any paying agent, as the case may be, takes, or abstains from taking, in each case in accordance with this section or any losses suffered in connection therewith.

Notwithstanding any other provision of this section, no SOFR Benchmark Replacement will be adopted, nor will the SOFR Benchmark Replacement Adjustment (as applicable) be applied, nor will any other amendments to the terms and conditions of the Floating Rate Notes be made, if and to the extent that, in the determination of the Company, the same could reasonably be expected to result in the exclusion of the Floating Rate Notes (in whole or in part) from the Company’s and/or its subsidiaries’ minimum requirements for (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments, in each case as such minimum requirements are applicable to the Company and/or its subsidiaries and as determined in accordance with, and pursuant to, the relevant Loss Absorption Regulations.

“Corresponding Tenor” with respect to a SOFR Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding Business Day adjustment) as the applicable tenor for the then-current SOFR Benchmark;

“Independent Adviser” means an independent financial institution of international repute or an independent financial adviser with appropriate expertise appointed by the Company under this section;

“ISDA” means the International Swaps and Derivatives Association, Inc. or any successor;

“ISDA Definitions” means the 2006 ISDA Definitions, as published by ISDA, as amended, supplemented or replaced from time to time;

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“ISDA Fallback Rate” means the rate to be effective upon the occurrence of a SOFR Index Cessation Event according to (and as defined in) the ISDA Definitions, where such rate may have been adjusted for an overnight tenor, but without giving effect to any additional spread adjustment to be applied according to such ISDA Definitions;

“ISDA Spread Adjustment” means the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that shall have been selected by ISDA as the spread adjustment that would apply to the ISDA Fallback Rate;

“Relevant GovernmentalBody” means the Board of Governors of the Federal Reserve System and/or the NY Federal Reserve or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System and/or the NY Federal Reserve, or any successor;

“SOFR Benchmark” means, initially, the SOFR Index Average, provided that if a SOFR Benchmark Event has occurred with respect to the SOFR Index Average or the then-current SOFR Benchmark, then “SOFR Benchmark” means the applicable SOFR Benchmark Replacement;

“SOFR Benchmark Event” means the occurrence of one or more of the following events with respect to the then-current SOFR Benchmark (including the daily published component used in the calculation thereof):

(1) a public statement or publication of information by or on behalf of the administrator of the SOFR Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the SOFR Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the SOFR Benchmark (or such component);

(2) a public statement or publication of information by the regulatory supervisor for the administrator of the SOFR Benchmark (or such component), the central bank for the currency of the SOFR Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the SOFR Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the SOFR Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the SOFR Benchmark (or such component), which states that the administrator of the SOFR Benchmark (or such component) has ceased or will cease to provide the SOFR Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the SOFR Benchmark (or such component); or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of the SOFR Benchmark announcing that the SOFR Benchmark is no longer representative;

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“SOFR Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Company, following consultation with its Independent Adviser:

(a) the sum of (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current SOFR Benchmark for the applicable Corresponding Tenor and (b) the SOFR Benchmark Replacement Adjustment;

(b) the sum of (a) the ISDA Fallback Rate and (b) the SOFR Benchmark Replacement Adjustment; or

(c) the sum of (a) the alternate rate that has been selected by the Company, in consultation with the Independent Adviser, as the replacement for the then-current SOFR Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate as a replacement for the then-current SOFR Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the SOFR Benchmark Replacement Adjustment;

“SOFR Benchmark ReplacementAdjustment” means the first alternative set forth in the order below that can be determined by the Company, following consultation with its Independent Adviser:

(a) the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted SOFR Benchmark Replacement;

(b) if the applicable Unadjusted SOFR Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Spread Adjustment;

(c) the spread adjustment (which may be a positive or negative value or zero) determined by the Company, following consultation with its Independent Adviser, giving due consideration to any industry accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current SOFR Benchmark with the applicable Unadjusted SOFR Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time;

“SOFR Benchmark ReplacementDate” means the earliest to occur of the following events with respect to the then-current SOFR Benchmark (including the daily published component used in the calculation thereof):

(1) in the case of clause (1) or (2) of the definition of “SOFR Benchmark Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the SOFR Benchmark permanently or indefinitely ceases to provide the SOFR Benchmark (or such component); or

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(2) in the case of clause (3) of the definition of “SOFR Benchmark Event,” the date of the public statement or publication of information referenced therein; and

“Unadjusted SOFR Benchmark Replacement” means the SOFR Benchmark Replacement excluding the applicable SOFR Benchmark Replacement Adjustment.

“Bail-in Legislation” means in relation to a Member State of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.

“Bail-in Powers” means any Write-down and Conversion Powers as defined in relation to the relevant Bail-in Legislation.

“BRRD” means Directive 2014/59/EU (as amended or superseded) establishing a framework for the recovery and resolution of credit institutions and investment firms.

“BRRD Liability” has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in Legislation.

“BRRD Party” means the Senior Debt Security Registrar.

“EU Bail-in LegislationSchedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/.

“Relevant ResolutionAuthority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant BRRD Party.

By its acquisition of Floating Rate Notes or an interest therein, each Holder and beneficial owner of Floating Rate Notes and each subsequent holder and beneficial owner waives any and all claims in law and/or equity against the Trustee, the Calculation Agent or any paying agent for, agrees not to initiate a suit against the Trustee, the Calculation Agent and any paying agent in respect of, and agrees that none of the Trustee, the Calculation Agent or any paying agent will be liable for, any action that the Trustee, the Calculation Agent or any paying agent, as the case may be, takes, or abstains from taking, in each case in accordance with this section or any losses suffered in connection therewith.

(e) No premium, upon redemption or otherwise, shall be payable by the Company on the Floating Rate Notes;

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(f) Principal of and any interest on the Floating Rate Notes shall be paid to the Holder through The Bank of New York Mellon, acting through its London Branch, as Paying Agent of the Company;

(g) Subject to Section 11.11 of the Indenture and on at least 5 Business Days but no more than 30 Business Days’ prior written notice delivered to the Holders of the Floating Rate Notes (with a copy to the Trustee), the Company may, in its sole discretion, (but subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, the Company giving notice to the Relevant Regulator and the Relevant Regulator granting the Company permission), redeem the Floating Rate Notes, in whole, but not in part, on November 26, 2027 at a redemption price equal to 100% of the principal amount of the Floating Rate Notes plus any accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption, as provided in the Senior Indenture;

(h) The Floating Rate Notes are redeemable pursuant to Section 11.08 of the Senior Indenture. In connection with any redemption of the Floating Rate Notes pursuant to Section 11.08 of the Senior Indenture, the date referenced therein shall be November 26, 2024;

(i) The Company shall have no obligation to redeem or purchase the Floating Rate Notes pursuant to any sinking fund or analogous provision;

(j) The Floating Rate Notes shall be issued only in denominations of $200,000 and in integral multiples of $1,000 in excess thereof;

(k) The principal amount of the Floating Rate Notes shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Indenture;

(l) The Floating Rate Notes shall not be converted into or exchanged at the option of the Company or otherwise for stock or other securities of the Company;

(m) The Floating Rate Notes shall be denominated in, and payments thereon shall be made in, U.S. Dollars;

(n) The payment of principal of (and premium, if any) or interest, if any, on the Floating Rate Notes shall be payable only in the coin or currency in which the Floating Rate Notes are denominated;

(o) The Floating Rate Notes shall be issued in the form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company;

(p) The Floating Rate Notes shall not be initially issued in definitive form;

(q) The calculation agent (the “Calculation Agent”) for the Floating Rate Notes shall be The Bank of New York Mellon, London Branch pursuant to the terms of a Calculation Agency Agreement dated as of November 26, 2024;

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(r) The Events of Default on the Floating Rate Notes are as provided for in Section 5.01 of the Indenture;

(s) The form of the Floating Rate Notes to be issued on the date hereof shall be substantially in the form of Exhibit C hereto;

(t) The Company may issue additional Floating Rate Notes (“Additional Floating Rate Notes”) after the date hereof having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Floating Rate Notes except for the price to the public, issue date and first interest payment date, provided that such Additional Floating Rate Notes must be fungible with the outstanding Floating Rate Notes for U.S. federal income tax purposes. Any such Additional Floating Rate Notes, together with the Floating Rate Notes shall constitute a single series of securities under the Indenture;

Additional Amounts in respect of the Floating Rate Notes shall be payable as set forth in the Indenture.

Article 3

ADDITIONAL TERMS APPLICABLE TO THE SECURITIES

Section 3.01. Addition of Definitions. With respect to the Securities only, Section 1.01 of the Senior Indenture is amended to include the following definitions (which shall be deemed to arise in Section 1.01 in their proper alphabetical order):

“Bail-in Powers” means any Write-down and Conversion Powers as defined in relation to the relevant Bail-in Legislation.

“BRRD” means Directive 2014/59/EU (as amended or superseded) establishing a framework for the recovery and resolution of credit institutions and investment firms.

“BRRD Liability” has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in Legislation.

“BRRD Party” means the Senior Debt Security Registrar.

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“Business Day” means any day, other than Saturday or Sunday, that is not 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 the City of London.

“Default” has the meaning specified in Section 5.03.

“EU Bail-inLegislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/.

“Group” means Lloyds Banking Group plc together with its subsidiaries and associated undertakings.

“Loss AbsorptionDisqualification Event” shall be deemed to have occurred with respect to each series of the Securities if, as a result of any amendment to, or change in, the Loss Absorption Regulations, or any change in the application or official interpretation of the Loss Absorption Regulations, in any such case becoming effective on or after the Issue Date of the first tranche of the Securities, such Securities are or (in the opinion of the Company or the opinion of the Relevant Regulator and/or the relevant U.K. resolution authority) are likely to be fully or partially excluded from the Company’s or the Group’s minimum requirements for (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments, in each case as such minimum requirements are applicable to the Company and/or the Group and determined in accordance with, and pursuant to, the relevant Loss Absorption Regulations; provided that a Loss Absorption Disqualification Event shall not occur where the exclusion of the Securities from the relevant minimum requirement(s) is due to the remaining maturity of the Securities being less than any period prescribed by any applicable eligibility criteria for such minimum requirements under the relevant Loss Absorption Regulations effective with respect to the Company and/or the Group on the issue date of the Securities.

“Loss AbsorptionRegulations” means, at any time, the laws, regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments of the United Kingdom, the Relevant Regulator, the relevant U.K. resolution authority and/or the Financial Stability Board then applicable in the United Kingdom including, without limitation to the generality of the foregoing, any regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments adopted or applied by the Relevant Regulator and/or the relevant U.K. resolution authority from time to time (whether or not such regulations, requirements, guidelines, rules, standards or policies are applied generally or specifically to the Company or to the Group).

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“Relevant Regulator” means the relevant U.K. resolution authority or such other governmental authority in the United Kingdom (or if the Company becomes domiciled in a jurisdiction other than the United Kingdom, in such other jurisdiction) having primary supervisory authority with respect to the Company and/or the Group with respect to prudential and/or resolution matters, as the case may be.

“Relevant ResolutionAuthority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant BRRD Party.

“relevant U.K.resolution authority” means any authority with the ability to exercise a U.K. bail-in power.

“Securities” mean the Company’s 5.087% Senior Callable Fixed-to-Fixed Rate Notes due 2028, 5.590% Senior Callable Fixed-to-Fixed Rate Notes due 2035 and Senior Callable Floating Rate Notes due 2028.

“U.K. bail-inpower” means any write-down, conversion, transfer, modification, moratorium and/or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of financial holding companies, mixed financial holding companies, banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to the Company or other members of the Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted in the United Kingdom within the context of the U.K. resolution regime under the Banking Act and/or the Loss Absorption Regulations, pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, canceled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised.

Section 3.02. Deletion of Definitions. With respect to the Securities only, the following definitions shall be deleted in their entirety in Section 1.01 of the Senior Indenture:

“DefaultInterest” has the meaning specified in ‎Section 3.07.

“BusinessDay” has the meaning specified in Section 3.01.

Section 3.03. Amendment of Definitions. With respect to the Securities only, the definitions of “Corporate Trust Office” and “Electronic Means” in Section 1.01 of the Senior Indenture are deleted in their entirety and replaced with the following definitions:

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“CorporateTrust Office” means the office of the Trustee in which its corporate trust business is principally administered, located at 160 Queen Victoria Street, London EC4V 4LA (Attention: Conventional Debt EMEA – Team 4; email: [email protected]) or such other location as shall be notified to the Company by the Trustee from time to time.

“ElectronicMeans” shall mean the following communications methods: e-mail, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.

Section 3.04. Notices, Etc. to Trustee and Company. With respect to the Securities only, clause (i) of Section 1.05(a) of the Senior Indenture is amended and restated in its entirety and shall read as follows:

(i) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or filed in writing (which may be via e-mail) to the Trustee at its Corporate Trust Office and the Trustee agrees to accept and act upon electronic transmission of written instructions pursuant to the Indenture; provided, however, that (x) the party providing such written instructions, subsequent to such transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee in a timely manner, and (y) such originally executed instructions or directions shall be signed by an authorized representative of the party providing such instructions or directions; or

Section 3.05. Payment; Interest Rights Preserved. With respect to the Securities only, the following Section of the Senior Indenture is amended and restated in its entirety and shall read as follows:

Section 3.07. Payment;Interest Rights Preserved. Except as otherwise provided as contemplated by ‎Section 3.01 with respect to any series of Senior Debt Securities, interest, if any, on any Senior Debt Securities which is payable, and is paid or duly provided for, on any Interest Payment Date shall be paid to the Holder (including if held through a Paying Agent of the Company designated pursuant to ‎Section 3.01) at the close of business on the Regular Record Date for such interest.

In the case of Senior Debt Securities where payment is to be made in Dollars, payment at any Paying Agent’s office outside The City of New York will be made in Dollars by check drawn on, or, at the request of the Holder, by transfer to a Dollar account maintained by the payee with, a bank in The City of New York.

In the case of Senior Debt Securities where payment is to be made in a Foreign Currency, payment will be made as established pursuant to ‎Section 3.01.

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Subject to the foregoing provisions of this Section, each Senior Debt Security delivered under this Senior Debt Securities Indenture upon registration of transfer of or in exchange for or in lieu of any other Senior Debt Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Senior Debt Security.

Section 3.06. Execution, Authentication, Delivery and Dating. With respect to the Securities only, the first sentence of the fifth paragraph of Section 3.03 of the Senior Indenture is amended and restated in its entirety and shall read as follows:

No Senior Debt Security shall be entitled to any benefit under this Senior Debt Securities Indenture or be valid or obligatory for any purpose unless there appears on such Senior Debt Security a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee by manual or electronic signature, and such certificate upon any Senior Debt Security shall be conclusive evidence, and the only evidence, that such Senior Debt Security has been duly authenticated and delivered hereunder and that such Senior Debt Security is entitled to the benefits of this Senior Debt Securities Indenture.

Section 3.07. Events of Default. With respect to the Securities only, Section 5.01 of the Senior Indenture is amended and restated in its entirety and shall read as follows:

Section 5.01. Eventsof Default. “Event of Default”, wherever used herein with respect to Senior Debt Securities of a particular series, means the making of an order by a court of competent jurisdiction which is not successfully appealed within 30 days of the making of such order, or valid adoption by the shareholders of the Company of an effective resolution, for the winding-up of the Company (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency). The exercise of any U.K. bail-in power by the relevant U.K. resolution authority shall not constitute a default or an Event of Default under this Section 5.01 or a Default under Section 5.03.

Section 3.08. Acceleration of Maturity; Rescission and Annulment. With respect to the Securities only, Section 5.02 of the Senior Indenture is amended by adding the following at the end of the section:

If the Senior Debt Securities become due and payable (whether pursuant to this Section 5.02 or Article 11 below) and the Company fails to pay such amounts (or any damages awarded for breach of any obligations in respect of the Senior Debt Securities or this Senior Debt Securities Indenture) forthwith upon demand, notwithstanding the continuing right of any Holder to receive payment of the principal of and interest on Senior Debt Securities, or to institute suit for the enforcement of any such payment, each in accordance with Section 316(b) (Directions andWaivers by Bondholders; Prohibition of Impairment of Holders’ Right to Repayment) of the Trust Indenture Act, the Trustee, in its own name and as trustee of an express trust, may institute proceedings for the winding up of the Company, and/or prove in a winding up of the Company for all such due and payable amounts (including any damages awarded for breach of any obligations in respect of the Senior Debt Securities or this Senior Debt Securities Indenture) but no other remedy shall be available to the Trustee or the Holders.

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Section 3.09. Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee. With respect to the Securities only, Section 5.03 of the Senior Indenture is amended and restated in its entirety and shall read as follows:

Section 5.03. Defaults;Collection of Indebtedness and Suits for Enforcement by Trustee. “Default” wherever used herein with respect to Senior Debt Securities of a particular series, means any one of the following events (subject as provided below, whatever the reason for such Default and whether it shall be voluntary or involuntary or be effected by operation of law pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) the Company fails to pay any installment of interest on any Senior Debt Security of such series on or before its Interest Payment Date and such failure continues for 14 days; or

(b) the Company fails to pay all or any part of the principal of any Senior Debt Security of such series on any date on which such principal shall otherwise have become due and payable, whether upon redemption or otherwise, and such failure continues for seven days.

If a Default occurs with respect to a series of Senior Debt Securities, the Trustee may commence a proceeding for the winding-up of the Company and/or prove in a winding-up of the Company, provided that the Trustee may not (except in such winding-up, in accordance with Section 5.01) declare the principal amount of, or any other amount in respect of, the Outstanding Senior Debt Security of such series to be due and payable.

Subject to applicable law, including the Trust Indenture Act, no Holder may exercise or claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect of any amount owed to it by the Company arising under or in connection with the Senior Debt Securities. The Holders of Senior Debt Securities by their acceptance thereof will be deemed to have waived any right of set-off, counterclaim, combination of accounts, compensation and retention with respect to the Senior Debt Securities or this Senior Debt Securities Indenture (or between the obligations under or in respect of any Senior Debt Securities and any liability owed by a Holder to the Company) that they might otherwise have against the Company, whether before or during a winding-up or liquidation of the Company. Notwithstanding the above, if any of such rights and claims of any such Holder against the Company are discharged by set-off, such Holder will immediately pay an amount equal to the amount of such discharge to the Company or, in the event of the winding up of the Company, the liquidator or administrator (or other relevant insolvency official), as the case may be, and until such time as payment is made will hold a sum equal to such amount in trust for the Company or the liquidator or administrator (or other relevant insolvency official), as the case may be, and accordingly such discharge shall be deemed not to have taken place.

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Notwithstanding the foregoing, failure to make any payment in respect of a series of Senior Debt Securities shall not be a Default in respect of such Senior Debt Securities if such payment is withheld or refused and the Company delivers an Opinion of Counsel concluding that such sums were not paid in order to comply with any fiscal or other law or regulation or with the order of any court of competent jurisdiction, provided, however, that the Trustee may by notice to the Company require the Company to take such action (including but not limited to proceedings for a declaration by a court of competent jurisdiction) as the Trustee may be advised in an Opinion of Counsel, upon which opinion the Trustee may conclusively rely, is appropriate and reasonable in the circumstances to resolve such doubt, in which case the Company shall forthwith take and expeditiously proceed with such action and shall be bound by any final resolution of the doubt resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then the provisions of the preceding sentence shall cease to have effect and the payment shall become due and payable on the expiration of 14 days (in the case of payments under Section 5.03(a) above) or seven days (in the case of payments under Section 5.03(b) above) after the Trustee gives written notice to the Company informing it of such resolution.

Except as otherwise provided in this Article 5, during the continuance of an Event of Default, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Senior Debt Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Senior Debt Securities Indenture or in aid of the exercise of any power granted herein, or to enforce any other legal or equitable right vested in the Trustee by this Senior Debt Securities Indenture or by law, provided, however, that the Company shall not, as a result of the bringing of such judicial proceedings, be required to pay any amount representing or measured by reference to the principal of, or any interest on, the Senior Debt Securities of such series prior to any date on which the principal of, or any interest on, the Senior Debt Securities of such series would have otherwise been payable by the Company.

No recourse for the payment of the principal of (or premium, if any) or interest, if any, on any Senior Debt Security, or for any claim based thereon or otherwise in respect thereof and no recourse under or upon any obligation, covenant or agreement of the Company in this Senior Debt Securities Indenture, or in any Senior Debt Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, past, present or future, of the Company or of any successor corporation of the Company, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that to the extent lawful all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Senior Debt Securities Indenture and the issue of the Senior Debt Securities.

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No remedy against the Company other than as referred to in this Article 5 shall be available to the Trustee or the Holders, whether for the recovery of amounts owing in respect of the Senior Debt Securities or under this Senior Debt Securities Indenture or in respect of any breach by the Company of any of its other obligations under or in respect of the Senior Debt Securities or under this Senior Debt Securities Indenture, except that the Trustee and the Holders shall have such rights and powers as they are required to have under the Trust Indenture Act.

Section 3.10. With respect to the Securities only, (a) Sections 5.07(a), 5.07(b), 5.11, 5.13, 6.02, 6.03(i), 8.01(b), 8.03(c) and 10.03(b) of the Senior Indenture shall be amended to add the words “or Default” after each appearance of the words “Event of Default” and (b) Section 11.08 of the Senior Indenture shall be amended to replace in the first paragraph the word “Unless” with the words “Subject to Section 11.1 and unless”.

Section 3.11. Deletion of Satisfaction and Discharge Provisions. With respect to the Securities only, Article 4 of the Senior Indenture is deleted in its entirety.

Section 3.12. Compensation and Reimbursement. With respect to the Securities only, Section 6.07 of the Senior Indenture is amended in part to add the following sentence at the end of the section:

The Trustee’s right to reimbursement and indemnity under this Section 6.07 shall survive the payment in full of the Senior Debt Securities, the discharge of this Senior Debt Securities Indenture, the resignation or removal of the Trustee and (without prejudice to Section 4.08 of the Twentieth Supplemental Indenture if and to the extent applicable as set out therein) any exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the obligations owed or owing to Holders pursuant to or in connection with the Senior Debt Securities.

Section 3.13. Certain Rights of Trustee. With respect to the Securities only, Section 6.03 of the Senior Indenture is amended in part to add the following at the end of the section:

(m) The Trustee shall not be liable for errors in judgment made in good faith unless it was negligent in ascertaining the relevant facts; and

(n) The Trustee may hold funds uninvested without liability for interest in the absence of an agreement signed by the Trustee to the contrary.

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Section 3.14. Sanctions. The following Section is added as new Section 10.08 of the Senior Indenture:

Section 10.08. Sanctions. (a) The Company covenants and represents that neither they nor any of their affiliates, subsidiaries, directors or officers are the target or subject of any sanctions enforced by the US government, (including, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)), the United Nations Security Council, the European Union, HM Treasury, or other relevant sanctions authority (collectively “Sanctions”).

(b) The Company covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers will use any payments made pursuant to this Senior Debt Securities Indenture, (i) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business with any country or territory that is the target or subject of Sanctions, or (iii) in any other manner that will result in a violation of Sanctions by any person.

(c) Sub-sections (a) and (b) will not apply if and to the extent that they are or would be unenforceable by reason of breach of (i) any provision of Council Regulation (EC) No 2271/96 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Economic Area (EEA) or (ii) any similar blocking or anti-boycott law in the United Kingdom or elsewhere. However, if the aforementioned Council Regulation purports to make compliance with any portion of this Section unenforceable by the Company, the Company will nonetheless take such measures as may be necessary to ensure that the Company does not use the services in any manner which would cause the Trustee, Paying Agent or Senior Debt Security Registrar to violate Sanctions applicable to them.

Section 3.15. Certain Rights of Senior Debt Security Registrar and Paying Agent. The Senior Debt Security Registrar and Paying Agent shall have the benefit of the rights, protections, indemnifications and immunities granted to the Trustee in the Indenture, including, without limitation, Section 6.07 of the Indenture, mutatis mutandis.

Section 3.16. Agreement with Respect to Exercise of U.K. Bail-In Power. The following provisions relate solely to the Securities established pursuant to this Twentieth Supplemental Indenture:

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(a) Notwithstanding any other agreements, arrangements, or understandings between the Company and any Holder or beneficial owner of the Securities, by purchasing or acquiring the Securities each Holder (including each beneficial owner) of the Securities acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Securities into shares or other securities or other obligations of the Company or another person (and the issue to or conferral on the holder of such shares, securities or obligations, including by means of amendment, modification or variation of the terms of the Securities); and/or (iii) the amendment or alteration of the maturity of the Securities, or amendment of the amount of interest due on the Securities, or the dates on which interest becomes payable, including by suspending payment for a temporary period; any U.K. bail-in power may be exercised by means of variation of the terms of the Securities solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. With respect to (i), (ii) and (iii) above, references to principal and interest shall include payments of principal and interest that have become due and payable (including principal that has become due and payable at the maturity date), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each Holder and each beneficial owner of the Securities further acknowledges and agrees that the rights of the Holders and/or beneficial owners under the Securities 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.

(b) By purchasing or acquiring the Securities, each Holder and each beneficial owner of the Securities:

(i) acknowledges and agrees that no exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the Securities shall give rise to a default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act;

(ii) to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee 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 Securities; and

(iii) acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from Holders or beneficial owners of the Securities under Section 5.12 of the Senior Indenture, and (b) neither the Senior Indenture nor this Twentieth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Securities remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Securities), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Securities following such completion to the extent that the Company and the Trustee agree pursuant to a supplemental indenture or an amendment to this Twentieth Supplemental Indenture, unless the Company and the Trustee agree in writing that a supplemental indenture is not necessary.

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(c) Each Holder or beneficial owner that purchases or acquires its Securities in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified in the Indenture to the same extent as the Holders and beneficial owners of the Securities that acquire the Securities upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Securities, including in relation to the U.K. bail-in power.

(d) By purchasing or acquiring the Securities, each Holder and 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 Securities and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Securities to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Securities as it may be imposed, without any further action or direction on the part of such Holder or beneficial owner or the Trustee.

(e) No repayment of the principal amount of the Securities or payment of interest on the Securities shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom applicable to the Company and the Group.

(f) Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Securities, the Company shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying Holders and beneficial owners of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes. Any delay or failure by the Company in delivering the notices referred to in this paragraph shall not affect the validity and enforceability of the U.K. bail-in power.

(g) The Company’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Indenture shall survive any exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Securities.

Section 3.17. Redemption of Securities. With respect to the Securities only, Article 11 of the Senior Indenture is amended to add a Section 11.09, Section 11.10 and Section 11.11, each of which shall read as follows:

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Section 11.09. Optional Redemption. Subject to Section 11.11 and on at least5 Business Days’, but no more than 30 Business Days’, prior written notice delivered to the registered Holders of the 2028Fixed Rate Notes (with a copy to the Trustee), the Company may, at the Company’s option and in its sole discretion, (but subjectto, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, the Company giving notice to theRelevant Regulator and the Relevant Regulator granting the Company permission), redeem the 2028 Fixed Rate Notes, in whole, but not inpart, on November 26, 2027, at a Redemption Price equal to 100% of the principal amount of the 2028 Fixed Rate Notes being redeemed togetherwith any accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption.Subject to Section 11.11 and on at least5 Business Days’, but no more than 30 Business Days’, prior written notice delivered to the registered Holders of the 2035Fixed Rate Notes (with a copy to the Trustee), the Company may, at the Company’s option and in its sole discretion, (but subjectto, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, the Company giving notice to theRelevant Regulator and the Relevant Regulator granting the Company permission), redeem the 2035 Fixed Rate Notes, in whole, but not inpart, on November 26, 2034, at a Redemption Price equal to 100% of the principal amount of the 2035 Fixed Rate Notes being redeemed togetherwith any accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption.Subject to Section 11.11 and on at least5 Business Days’, but no more than 30 Business Days, prior written notice delivered to the registered Holders of the Floating RateNotes (with a copy to the Trustee), the Company may, at the Company’s option and in its sole discretion, (but subject to, if andto the extent then required by the Relevant Regulator or the Loss Absorption Regulations, the Company giving notice to the Relevant Regulatorand the Relevant Regulator granting the Company permission), redeem the Floating Rate Notes, in whole, but not in part, on November 26,2027, at a Redemption Price equal to 100% of the principal amount of the Floating Rate Notes being redeemed together with any accruedand unpaid interest thereon, if any, to, but excluding, the date of redemption.Section 11.10 Loss Absorption DisqualificationEvent Redemption.Subject to Section 11.11, the Company may,at the Company’s option (but subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations,the Company giving notice to the Relevant Regulator and the Relevant Regulator granting the Company permission), having given not lessthan 15 nor more than 30 days’ notice to holders, redeem all but not some only of a series of Securities outstanding at any timeat 100% of their principal amount together with any accrued but unpaid interest to the date of redemption, if immediately prior to thegiving of the notice referred to above, the Company delivers to the Trustee an Officer’s Certificate statingthat a Loss Absorption Disqualification Event has occurred. | 35 || --- | Section 11.11. Conditions to Redemptionand Repurchase, etc.Notwithstanding anything herein to thecontrary, any redemption or purchase of Securities (other than redemption on the relevant Maturity Date), and any modification to theterms of the Securities or any indenture relating thereto, is subject to, if and to the extent then required by the Relevant Regulatoror the Loss Absorption Regulations, the Company giving notice to the Relevant Regulator and the Relevant Regulator granting the Companypermission therefor and otherwise to compliance with the Loss Absorption Regulations if and to the extent then required thereunder.Section 3.18. Additional Amounts. With respect to the Securities only, Section 10.04 of the Senior Indenture is hereby amended andrestated in its entirety as follows:Section 10.04. Additional Amounts.Amounts to be paid on any series of SeniorDebt Securities will be made without deduction or withholding for, or on account of, any and all present and future income, stamp andother taxes, levies, imposts, duties, charges or fees imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdomor any political subdivision or authority thereof or therein having the power to tax (the “Taxing Jurisdiction”), unlesssuch deduction or withholding is required by law. If at any time a Taxing Jurisdiction requires the Company to make such deduction orwithholding, the Company will pay additional amounts with respect to interest only on, the Senior Debt Securities (“AdditionalAmounts”) that are necessary in order that the net amounts of interest paid to the Holders of Senior Debt Securities of theparticular series, after the deduction or withholding, shall equal the amounts of interest only which would have been payable on the SeniorDebt Securities if the deduction or withholding had not been required. However, this will not apply to any such tax, levy,impost, duty, charge or fee, which would not have been deducted or withheld but for the fact that:(i) the Holder orthe beneficial owner of the relevant Senior Debt Security is a domiciliary, national or resident of, or engaging in business or maintaininga permanent establishment or is physically present in, the Taxing Jurisdiction or otherwise has some connection with the Taxing Jurisdictionother than the holding or ownership of the relevant Senior Debt Security, or the collection of any payment of (or in respect of) principalof, or any interest, or other payment on, any Senior Debt Security of the relevant series, | 36 || --- | (ii) except in thecase of winding-up in the United Kingdom, the relevant Senior Debt Security is presented (where presentation is required) for paymentin the United Kingdom,(iii) the relevantSenior Debt Security is presented (where presentation is required) for payment more than 30 days after the date payment became due orwas provided for, whichever is later, except to the extent that the Holder would have been entitled to the Additional Amounts on presentingthe same for payment at the close of that 30 day period,(iv) the Holderor the beneficial owner of the relevant Senior Debt Security or the beneficial owner of any payment of (or in respect of) principal ofor any interest or other payment on, the relevant Senior Debt Security failed to comply with a request of the Company or its liquidatoror other authorized person addressed to the Holder (x) to provide information concerning the nationality, residence or identity of theHolder or the beneficial owner or (y) to make any declaration or other similar claim to satisfy any requirement, which in the case of(x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice of the Taxing Jurisdiction as a preconditionto exemption from all or part of the tax, levy, impost, duty, charge or fee,(v) the deductionor withholding is imposed by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474 of theU.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement betweenthe United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidanceenacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement, or(vi) any combinationof subclauses (i) through (v) above,nor shall AdditionalAmounts be paid with respect to any interest only on the Senior Debt Securities to any Holder who is a fiduciary or partnership or anyperson other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of any Taxing Jurisdictionto be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of suchpartnership or a beneficial owner who would not have been entitled to such Additional Amounts, had it been the Holder.Whenever in this Senior Debt SecuritiesIndenture there is mentioned, in any context, the payment of interest on, in respect of, any Senior Debt Security of any series such mentionshall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context,Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and as if express mentionof the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made. Upon requestfrom the Trustee or a paying agent, the Company shall provide information reasonably necessary and readily available in order to enableto the Trustee or paying agent to determine whether any withholding obligations under FATCA apply. Neither the Company, the Trustee ora paying agent shall have any liability in connection with the Company’s or Trustee’s or paying agent’s compliance withany such withholding obligation under applicable law. | 37 || --- | Article4MISCELLANEOUSSection 4.01. Effect of Supplemental Indenture. Upon the execution and delivery of this Twentieth Supplemental Indenture by each of theCompany and the Trustee, and the delivery of the documents referred to in Section 4.02 herein, the Senior Indenture shall be supplementedin accordance herewith, and this Twentieth Supplemental Indenture shall form a part of the Senior Indenture for all purposes in respectof the Securities or otherwise as applicable.Section 4.02. Other Documents to be Given to the Trustee. The Trustee shall be entitled to receive an Officer’s Certificate andan Opinion of Counsel stating the recitals contained in Section 1.02 of the Senior Indenture and, in the case of the Opinion of Counsel,stating that the Indenture is a legal, binding a valid obligation of the Company enforceable in accordance with its terms. As specifiedin Section 9.03 of the Senior Indenture and subject to the provisions of Section 6.03 of the Senior Indenture, the Trustee shall alsobe entitled to receive an Opinion of Counsel stating that that this Twentieth Supplemental Indenture is authorized or permitted by theIndenture, and the Twentieth Supplemental Indenture and the Securities whose terms are incorporated by reference herein are each, subjectto Section 1.03 of the Senior Indenture, a legal, valid and binding obligation of the Company enforceable in accordance with their terms,except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to oraffecting creditor’s rights generally, by equitable principles of general applicability and by possible judicial actions givingeffect to governmental actions or foreign laws affecting creditors’ rights, and the Twentieth Supplemental Indenture is permittedunder the Indenture. The Trustee may rely on such Officer’s Certificate and Opinion of Counsel as conclusive evidence that thisTwentieth Supplemental Indenture complies with the applicable provisions of the Senior Indenture.Section 4.03. Confirmation of Indenture. The Senior Indenture, as supplemented and amended by this Twentieth Supplemental Indenture withrespect to the Securities or otherwise as applicable, is in all respects ratified and confirmed, and the Senior Indenture, this TwentiethSupplemental Indenture and all indentures supplemental thereto shall, in respect of the Securities or otherwise as applicable, be read,taken and construed as one and the same instrument. This Twentieth Supplemental Indenture constitutesan integral part of the Senior Indenture and, where applicable, with respect to the Securities. In the event of a conflict between theterms and conditions of the Senior Indenture and the terms and conditions of this Twentieth Supplemental Indenture, the terms and conditionsof this Twentieth Supplemental Indenture shall prevail where applicable. | 38 || --- | Section 4.04. Concerning the Trustee. The Trustee does not make any representations as to the validity or sufficiency of this TwentiethSupplemental Indenture or the Securities. The recitals and statements herein are deemed to be those of the Company and not the Trustee.In entering into this Twentieth Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the SeniorIndenture relating to the conduct of or affecting the liability of or affording protection to the Trustee.Section 4.05. Governing Law. This Twentieth Supplemental Indenture and the Securities shall be governed by and construed in accordancewith the laws of the State of New York, except that the waiver of set-off provisions set forth in the third paragraph of Section 5.03of the Indenture shall be governed by and construed in accordance with the laws of Scotland, and that the authorization and executionby the Company of this Twentieth Supplemental Indenture and the Securities shall be governed by (in addition to the laws of the Stateof New York relevant to execution) the respective jurisdictions of the Company, the Trustee and the Senior Debt Security Registrar, asthe case may be.Section 4.06. Separability. In case any provision contained in this Twentieth Supplemental Indenture shall be invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.Section 4.07. Counterparts. Electronic Signatures. This Twentieth Supplemental Indenture may be executed in any number of counterparts,each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The words “execution,”“signed,” “signature,” and words of like import in this Supplemental Indenture or in any certificate, agreementor document related to this Twentieth Supplemental Indenture shall include electronic signatures (including, without limitation, DocuSignand Adobe Sign). The use of electronic signatures and electronic records (including, without limitation, any contract or other recordcreated, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceabilityas a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, includingthe Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and anyother applicable law, including, without limitation, any state law based onthe Uniform Electronic Transactions Act or the Uniform Commercial Code. | 39 || --- | Section 4.08. Concerning U.K. Bail-in Liability. Notwithstanding and to the exclusion of any other term of this Twentieth SupplementalIndenture or the Senior Indenture or any other agreements, arrangements, or understanding between the Company and the Trustee, the Trusteeacknowledges and accepts that a U.K. Bail-in Liability arising under this Twentieth Supplemental Indenture may be subject to the exerciseof U.K. bail-in power by the relevant U.K. resolution authority and acknowledges, accepts, and agrees to be bound by:(a) the effect of the exercise of U.K. bail-in power by the relevant U.K. resolution authority in relation to any U.K. Bail-in Liabilityof the Company to the Trustee under this Twentieth Supplemental Indenture or the Senior Indenture, that (without limitation) may includeand result in any of the following, or some combination thereof:(i) the reduction of all, or a portion, of the U.K. Bail-in Liability or outstanding amounts due thereon;(ii) the conversion of all, or a portion, of the U.K. Bail-in Liability into shares, other securities or other obligations of the Companyor another person (and the issue to or conferral on the Trustee of such shares, securities or obligations, including by means of amendment,modifications or variation of the terms of the Securities);(iii) the cancellation of the U.K. Bail-in Liability; and/or(iv) the amendment or alteration of the amounts due in relation to the U.K. Bail-in Liability, including any interest, if applicable,thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and(b) the variation of the terms of this Twentieth Supplemental Indenture, as deemed necessary by the relevant U.K. resolution authority,to give effect to the exercise of U.K. bail-in power by the relevant U.K. resolution authority.“U.K. Bail-inLiability” means a liability in respect of which the U.K. bail-in power may be exercised.Section 4.09. Bail-in Relating to BRRD Party. Notwithstanding any other term of this Twentieth Supplemental Indenture or any other agreements,arrangements, or understanding between the parties, each counterparty to a BRRD Party under this Twentieth Supplemental Indenture acknowledges,accepts, and agrees to be bound by:(a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRDParty to it under this Twentieth Supplemental Indenture, that (without limitation)may include and result in any of the following, or some combination thereof: | 40 || --- | (i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;(ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant BRRDParty or another person (and the issue to or conferral on it of such shares, securities or obligations);(iii) the cancellation of the BRRD Liability;(iv) the amendment or alteration of the amounts due in relation to the BRRD Liability, including any interest, if applicable, thereon,the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and(b) the variation of the terms of this Twentieth Supplemental Indenture, as deemed necessary by the Relevant Resolution Authority,to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.[Signature Pages Follow] | 41 || --- | IN WITNESS WHEREOF, the parties hereto have causedthis Twentieth Supplemental Indenture to be duly executed as of the date first written above.| LLOYDS BANKING GROUP PLC | || --- | --- || By: | /s/ Jesse Tennant-Brown || | Name: Jesse Tennant-Brown || | Title: Director of Senior Funding and Covered Bonds | | THE BANK OF NEW YORK MELLON, acting through its London Branch, as Trustee and as Paying Agent | || --- | --- || By: | /s/ Marc McFadyen || | Name: Marc McFadyen || | Title: Authorized Signatory || THE BANK OF NEW YORK MELLON SA/NV, DUBLIN BRANCH, as Senior Debt Security Registrar | || --- | --- || By: | /s/ Marc McFadyen || | Name: Marc McFadyen || | Title: Authorized Signatory | EXHIBIT AFORM OF 2028 SENIOR CALLABLE FIXED-TO-FIXEDRATE GLOBAL NOTEUNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVEFORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARYTO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEEOF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATERSTREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANYNOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC(AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &CO., HAS AN INTEREST HEREIN. CUSIP No. 53944Y BC6ISIN No. US53944YBC66Common Code: 294805796LLOYDS BANKING GROUP plc5.087% SENIOR CALLABLE FIXED-TO-FIXED RATE NOTEDUE 2028| No. [·] | $[·] || --- | --- |LLOYDS BANKING GROUP plc (herein called the “Company,”which term includes any successor person under the Indenture (as defined on the reverse hereof)), for value received, hereby promisesto pay to CEDE & CO., or registered assigns, the principal sum of $[·] ([·]dollars) on November 26, 2028 (the “Maturity Date”) or on such earlier date as the principal hereof may become due in accordancewith the terms hereof and to pay interest thereon (i) from, and including, the date of issuance hereof to, but excluding, November 26,2027, semi-annually in arrears on the Fixed Rate Interest Payment Dates (as defined on the reverse hereof) and (ii) from, and including,November 26, 2027 to, but excluding, November 26, 2028, semi-annually in arrears on the Reset Rate Interest Payment Dates (as definedin the reverse hereof). Interest so payable on any Interest Payment Date (as defined on the reverse hereof) shall be paid to the Holderin whose name this Senior Note is registered on the 15^th^calendar day immediately preceding the relevant Interest Payment Date,whether or not such day is a Business Day, as defined in the Indenture (each a “Regular Record Date”). If (i) the Companyfails to pay any installment of interest on this Senior Note on or before its Interest Payment Date and such failure continues for 14days or (ii) the Company fails to pay all or any part of the principal of this Senior Note on any date on which such principal shall otherwisehave become due and payable, whether upon redemption or otherwise, and such failure continues for seven days (each of (i) and (ii), a“Default”), the Trustee may commence a proceeding for the winding up of the Company, provided that the Trustee may not, uponthe occurrence of a Default, declare the principal amount of any of the Outstanding Senior Notes to be due and payable.As set forth on the reverse hereof, interest shallaccrue on this Senior Note from day to day from the date of issuance hereof until the principal amount hereof is paid or made availablefor payment.Payments of interest on this Senior Note shallbe computed on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, the actualnumber of days elapsed in such period.Payment of the principal amount of (and premium,if any) and any interest on, this Senior Note will be made in such coin or currency of the United States of America as at the time ofpayment is legal tender for payment of public and private debts. Such payment shall be made to the Holder including through a Paying Agentof the Company. | A-2 || --- | If the date for payment of the principal amount hereof (and premium,if any) or interest thereon is not a Business Day, then (subject as provided in the Indenture) such payment shall be made on the nextsucceeding Business Day with the same force and effect as if made on such date for payment and without any interest or other payment inrespect of such delay.Prior to due presentment of this Senior Note forregistration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name thisSenior Note is registered as the owner of such Senior Note for the purpose of receiving payment of principal and interest, if any, onsuch Senior Note and for all other purposes whatsoever, whether or not such Senior Note be overdue, and neither the Company, the Trusteenor any agent of the Company or the Trustee shall be affected by notice to the contrary.Reference is hereby made to the further provisionsof this Senior Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forthat this place.Unless the certificate of authentication hereonhas been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this Senior Note shall not be entitledto any benefit under the Indenture or be valid or obligatory for any purpose.Notwithstanding any other agreements, arrangements,or understandings between the Company and any Holder or beneficial owner of this Senior Note, by purchasing or acquiring this Senior Note,each Holder (including each beneficial owner) of this Senior Note acknowledges, accepts, agrees to be bound by and consents to the exerciseof any U.K. bail-in power by the relevant U.K. resolution authority that may result in (i) the reduction or cancellation of all, or aportion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amountof, or interest on, the Senior Notes into shares or other securities or other obligations of the Company or another person (and the issueto or conferral on the holder of such shares, securities or obligations, including by means of amendment, modification or variation ofthe terms of the Senior Notes); and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amountof interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period;any 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 exercise bythe relevant U.K. resolution authority of such U.K. bail-in power. With respect to (i), (ii) and (iii) above, references to principaland interest shall include payments of principal and interest that have become due and payable (including principal that has become dueand payable at the maturity date), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each Holder and eachbeneficial owner of the Senior Notes further acknowledges and agrees that the rights of the Holders and/or beneficial owners under theSenior 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 therelevant U.K. resolution authority. | A-3 || --- | For these purposes, a “U.K. bail-in power”is any write-down, conversion, transfer, modification, moratorium and/or suspension power existing from time to time under any laws, regulations,rules or requirements relating to the resolution of financial holding companies, mixed financial holding companies, banks, banking groupcompanies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdomto the Company or other members of the Group, including but not limited to any such laws, regulations, rules or requirements which areimplemented, adopted or enacted in the United Kingdom within the context of the U.K. resolution regime under the Banking Act 2009 as thesame has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act 2013, secondarylegislation or otherwise) and/or the Loss Absorption Regulations, pursuant to which obligations of a bank, banking group company, creditinstitution or investment firm or any of its affiliates can be reduced, canceled, modified, transferred and/or converted into shares orother securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any rightin a contract governing such obligations may be deemed to have been exercised. A reference to the “relevant U.K. resolution authority”is to any authority with the ability to exercise a U.K. bail-in power.[The rest of this page is intentionally leftblank] | A-4 || --- | IN WITNESS WHEREOF, the Company has caused thisSenior Note to be duly executed.Dated:| LLOYDS BANKING GROUP PLC || --- || Name: || Title: |[Global Note Signature Page] | A-5 || --- | CERTIFICATE OF AUTHENTICATIONThis is one of the Senior Notes of the series designatedherein referred to in the within-mentioned Indenture.Dated:| THE BANK OF NEW YORK MELLON, || --- || acting through its London Branch, as Trustee || By: |[Global Note Signature Page] | A-6 || --- | [REVERSE OF SECURITY]This Senior Note is one of a duly authorized issueof securities of the Company (herein called the “Senior Notes”) issued and to be issued in one or more series under a SeniorDebt Securities Indenture, dated as of July 6, 2010, as amended by the First Supplemental Indenture dated as of July 6, 2016 (herein calledthe “Senior Indenture”), among the Company, as issuer, and The Bank of New York Mellon, acting through its London Branch astrustee (herein called the “Trustee,” which term includes any successor trustee under the Senior Indenture), as supplementedby the Twentieth Supplemental Indenture dated as of November 26, 2024, among the Company, the Trustee and as paying agent (herein calledthe “Paying Agent”) and The Bank of New York Mellon SA/NV, Dublin Branch, as Senior Debt Security Registrar (the “TwentiethSupplemental Indenture”, and, together with the Senior Indenture, the “Indenture”) to which Indenture and all indenturessupplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunderof the Company, the Trustee and the Holders of the Senior Notes and of the terms upon which the Senior Notes are, and are to be, authenticatedand delivered.This Senior Note is one of the series designatedon the face hereof, initially limited in aggregate principal amount to $1,250,000,000. The Company may, without the consent of the Holdersof the Senior Notes, issue additional notes having the same ranking and interest rate, maturity date, redemption terms and other termsas the Senior Notes except for the price to the public, issue date and first interest payment date, provided that such additional notesmust be fungible with the outstanding Senior Notes for U.S. federal income tax purposes. Any such Senior Notes, together with this SeniorNote, will constitute a single series of securities under the Indenture. The Senior Notes will initially be issued in the form of oneor more global Senior Notes (each, a “Global Senior Note”). Except as provided in the Indenture, a Global Senior Note shallnot be exchangeable for one or more definitive Senior Notes.The Senior Notes of this series will constitutedirect, unconditional, unsecured and unsubordinated obligations of the Company, as described herein, and will rank pari passu andwithout any preference among themselves and at least pari passu with all of the Company’s other outstanding unsecured andunsubordinated obligations, present and future subject to such exceptions as may be provided by mandatory provisions of applicable law.During the period from, and including, November26, 2024 to, but excluding, November 26, 2027 (the “Initial Fixed Rate Period”), interest shall accrue from the Issue Dateat a fixed rate of 5.087% per annum. Interest accrued during the Initial Fixed Rate Period shall be payable semi-annually in arrears onMay 26 and November 26 of each year (each, a “Fixed Rate Interest Payment Date”), commencing on November 26, 2024.During the period from, and including, November26, 2027 (the “Reset Date”) to, but excluding, November 26, 2028 (the “Reset Fixed Rate Period”), interest shallaccrue at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (asdefined below) on the Reset Determination Date (as defined below), plus 85 basis points (0.850%). Interestaccrued on the Senior Notes during the Reset Fixed Rate Period will be payable semi-annually in arrears on May 26, 2028 and November 26,2028 (each a “Reset Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “InterestPayment Dates”). | A-7 || --- | Interest during the Initial Fixed Rate Period shallbe calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, on thebasis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest Payment Date, redemption date or MaturityDate is not a Business Day, the Company shall pay interest and principal, as applicable, on the next Business Day, but interest on thatpayment shall not accrue during the period from and after such scheduled Fixed Rate Interest Payment Date, redemption date or Maturitydate.Interest during the Reset Fixed Rate Period shallbe 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 basisof the actual number of days elapsed in such period. The interest rate during the Reset Fixed Rate Period will be reset on the Reset DeterminationDate. If any scheduled Reset Rate Interest Payment Date, redemption date or Maturity Date is not a Business Day, interest and principal,as applicable, will be paid on the next Business Day, but interest on that payment will not accrue during the period from and after suchscheduled Reset Rate Interest Payment Date, redemption date or Maturity Date.“Comparable Treasury Issue”means, with respect to the Reset Fixed Rate Period, the U.S. Treasury security or securities selected by the Company with a maturity dateon or about the last day of the Reset Fixed Rate Period and that would be utilized, at the time of selection and in accordance with customaryfinancial practice, in pricing new issues of corporate debt securities denominated in U.S. dollars and having a maturity of one year.“Comparable Treasury Price”means, with respect to the Reset Date, (i) the arithmetic average of the Reference Treasury Dealer Quotations for the Reset Date (calculatedby the Calculation Agent on the Reset Determination Date preceding the Reset Date), after excluding the highest and lowest such ReferenceTreasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are received by the Company, the arithmeticaverage of all such quotations, or (iii) if fewer than two such Reference Treasury Dealer Quotations are received by the Company, thensuch Reference Treasury Dealer Quotations as quoted in writing to the Company by a Reference Treasury Dealer.“Reference Treasury Dealer”means each of up to five banks selected by the Company, or the affiliates of such banks, which are (i) primary U.S. Treasury securitiesdealers, and their respective successors, or (ii) market makers in pricing corporate bond issues denominated in U.S. dollars.“Reference Treasury Dealer Quotations”means with respect to each Reference Treasury Dealer and the Reset Date, the bid and offered prices obtained by the Company for the applicableComparable Treasury Issue, expressed in each case as a percentage of its principal amount, at 11:00 a.m. (New York City time), on the ResetDetermination Date. | A-8 || --- | “Reset Determination Date” meansthe second Business Day immediately preceding the Reset Date.“U.S. Treasury Rate”means, with respect to the Reset Date, the rate per annum equal to: (1) the arithmetic average of the yields on actively traded U.S. Treasurysecurities adjusted to constant maturity for the maturity of one year (“Yields”), for the five consecutive business days immediatelyprior to the Reset Determination Date and appearing under the caption “Treasury constant maturities” on the Reset DeterminationDate as of 5:00 p.m. (New York City time), in the applicable most recently published statistical release designated “H.15 DailyUpdate”, or any successor publication that is published by the Board of Governors of the Federal Reserve System that establishesyields on actively traded U.S. Treasury securities adjusted to constant maturity, under the caption “Treasury Constant Maturities”,for the maturity of one year; provided that if the Yield is not available through such release (or successor publication) for anyrelevant business day, then the arithmetic average will be determined based on the Yields for the remaining business days during the fivebusiness day period described above (provided further that if the Yield is available for only a single business day during such five businessday period, the “U.S. Treasury Rate” will mean the single-day Yield for such day); or (2) if such release (or any successorrelease) is not published during the week immediately prior to the Reset Determination Date or does not contain such yields, the rateper annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the ComparableTreasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Reset Date.If the U.S. Treasury Ratecannot be determined, for whatever reason, as described under (1) or (2) above, “U.S. Treasury Rate” means the rate in percentageper annum as notified by the Calculation Agent to the Company equal to the last reported Yield on U.S. Treasury securities having a maturityof one year based on information appearing in the most recently published statistical release designated “H.15 Daily Update”(or any successor publication by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded U.S.Treasury securities) as of 5:00 p.m. (New York City time) on the Reset Determination Date.The U.S. Treasury Rate shall be determined by TheBank of New York Mellon, London Branch as calculation agent (the “Calculation Agent”).All calculations of the Calculation Agent, in theabsence of manifest error, shall be conclusive for all purposes and binding on the Company, the Trustee, the Paying Agent and on the Holdersof the Senior Notes.All percentages resulting from any of the abovecalculations shall be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths ofa percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts usedin or resulting from such calculations shall be rounded to the nearest cent (with one-halfcent being rounded upwards). | A-9 || --- | The interest rate on the Senior Notes during theReset Fixed Rate Period will in no event be higher than the maximum rate permitted by law or lower than 0.00% per annum.By its acquisition of Senior Notes or an interesttherein, each holder and beneficial owner of Senior Notes and each subsequent holder and beneficial owner waives any and all claims inlaw and/or equity against the Trustee, the Calculation Agent or any paying agent for, agrees not to initiate a suit against the Trustee,the Calculation Agent and any paying agent in respect of, and agrees that none of the Trustee, the Calculation Agent or any paying agentwill be liable for, any action that the Trustee, the Calculation Agent or any paying agent, as the case may be, takes, or abstains fromtaking, in each case in accordance herewith or any losses suffered in connection therewith.Subject to Section 11.11 of the Indenture and onat least 5 Business Days but no more than 30 Business Days’ prior written notice delivered to the Holders of the Senior Notes (witha copy to the Trustee), the Company may in its sole discretion (but subject to, if and to the extent then required by the Relevant Regulatoror the Loss Absorption Regulations, the Company giving notice to the Relevant Regulator and the Relevant Regulator granting the Companypermission) redeem the Senior Notes, in whole, but not in part, on November 26, 2027 at a redemption price equal to 100% of the principalamount of the Senior Notes plus any accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption.If an Event of Default with respect to the SeniorNotes of this series shall have occurred and be continuing, the Trustee or the Holder or Holders of not less than 25% in aggregate principalamount of the Outstanding Senior Notes of this series may declare the principal amount of, and any accrued interest on and any AdditionalAmounts on, all the Senior Notes to be due and payable immediately, in the manner, with the effect and subject to the conditions providedin the Indenture.Except as otherwise provided in Article 5 of theIndenture, during the continuance of an Event of Default, the Trustee may in its discretion proceed to protect and enforce its rightsand the rights of Holders of Senior Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protectand enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Indenture or in aid of the exerciseof any power granted herein, or to enforce any other legal or equitable right vested in the Trustee by the Indenture or by law, provided,however, that the Company shall not, as a result of the bringing of such judicial proceedings, be required to pay any amount representingor measured by reference to the principal of, or any interest on, the Senior Notes prior to any date on which the principal of, or anyinterest on, the Senior Notes would have otherwise been payable by the Company.If a Default occurs, the Trustee may commence aproceeding for the winding-up of the Company and/or prove in a winding-up of the Company, provided that the Trustee may not, upon the occurrence of a Default, (except in such winding-up,in accordance with Section 5.01 of the Indenture) declare the principal amount of any of the Outstanding Senior Notes to be due and payable. | A-10 || --- | Failure to make any payment in respect of thisSenior Note shall not be a Default if such payment is withheld or refused and an Opinion of Counsel is delivered to the Trustee concludingthat such sums were not paid in order to comply with any fiscal or other law or regulation or with the order of any court of competentjurisdiction, provided, however, that the Trustee may by notice to the Company require the Company to take such action (including butnot limited to proceedings for a declaration by a court of competent jurisdiction) as the Trustee may be advised in an Opinion of Counsel,upon which opinion the Trustee may conclusively rely, is appropriate and reasonable in the circumstances to resolve such doubt, in whichcase the Company shall forthwith take and expeditiously proceed with such action and shall be bound by any final resolution of the doubtresulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicablelaw, regulation or order then the provisions of the preceding sentence shall cease to have effect and the payment shall become due andpayable on the expiration of 14 days (in the case of payments under Section 5.03(a) of the Indenture) or seven days (in the case of paymentsunder Section 5.03(b) of the Indenture) after the Trustee gives written notice to the Company informing it of such resolution.Subject to applicable law, no Holder may exerciseor claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect of any amount owed to it bythe Company arising under or in connection with the Senior Notes. The Holders of Senior Notes by their acceptance thereof will be deemedto have waived any right of set-off, counterclaim, combination of accounts, compensation and retention with respect to the Senior Notesor the Senior Indenture (or between the obligations under or in respect of the Senior Notes and any liability owed by a Holder to theCompany) that they might otherwise have against the Company.No remedy against the Company other than as referredto in Article 5 of the Indenture shall be available to the Trustee or the Holders, whether for the recovery of amounts owing in respectof the Senior Notes or under the Indenture or in respect of any breach by the Company of any of its other obligations under or in respectof the Senior Notes or under the Indenture, except that the Trustee and the Holders shall have such rights and powers as they are requiredto have under the Trust Indenture Act.Amounts to be paid on the Senior Notes of thisseries will be made without deduction or withholding for, or on account of, any and all present and future income, stamp and other taxes,levies, imposts, duties, charges or fees, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any politicalsubdivision or authority thereof or therein having the power to tax (the “Taxing Jurisdiction”), unless such deduction orwithholding is required by law. If at any time a Taxing Jurisdiction requires the Company to make such deduction or withholding, the Companywill pay additional amounts with respect to interest only on the Senior Notes of this series (“Additional Amounts”) that arenecessary in order that the net amounts of interest paid to the Holders, after the deduction or withholding, shall equal theamounts of interest only which would have been payable on the Senior Notes if the deduction or withholding had not been required. However,this will not apply to any such tax, levy, impost, duty, charge or fee, which would not have been deducted or withheld but for the factthat: | A-11 || --- | (i) the Holder or the beneficial owner of a SeniorNote is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or is physically presentin, the Taxing Jurisdiction or otherwise has some connection with the Taxing Jurisdiction other than the holding or ownership of a SeniorNote, or the collection of any payment of (or in respect of) principal of, or interest or other payments on, any Senior Note,(ii) except in the case of winding-up in theUnited Kingdom, the relevant Senior Note is presented (where presentation is required) for payment in the United Kingdom,(iii) the relevant Senior Note is presented (wherepresentation is required) for payment more than 30 days after the date payment became due or was provided for, whichever is later, exceptto the extent that the Holder would have been entitled to the Additional Amounts on presenting the same for payment at the close of that30 day period,(iv) the Holder or the beneficial owner of therelevant Senior Note or the beneficial owner of any payment of (or in respect of) principal of, or interest or other payments on, theSenior Note failed to comply with a request of the Company or its liquidator or other authorized person addressed to the Holder (x) toprovide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (y) to make any declarationor other similar claim to satisfy any requirement, which in the case of (x) or (y), is required or imposed by a statute, treaty, regulationor administrative practice of the Taxing Jurisdiction as a precondition to exemption from all or part of the tax, levy, impost, duty,charge or fee,(v) the deduction or withholding is imposed byreason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474 of the U.S. Internal Revenue Codeand the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and theUnited Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted or issued inany jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement; or(vi) any combination of clauses (i) through (v)above,nor shall Additional Amounts be paid with respect to interest onlyon the Senior Notes to any Holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such paymentto the extent such payment would be required by the laws of any Taxing Jurisdiction to be included in the income for tax purposes of abeneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not havebeen entitled to such Additional Amounts, had it been the Holder. With respect to any deduction or withholding madeby any of the Company, the Trustee, the Paying Agent or another withholding agent from any amount payable on, or in respect of, the SeniorNotes in the events described in clauses (i) through (vi) above, the amounts so deducted or withheld shall be treated as having been paidto the holder of the Senior Notes, and no additional amounts will be paid on account of any such deduction or withholding. None of theCompany, the Trustee, the Paying Agent or another withholding agent shall have any liability in connection with their compliance withany such withholding obligation under applicable law. | A-12 || --- | References herein to the payment of interest onthe Senior Notes shall be deemed to include mention of the payment of Additional Amounts provided for in the foregoing paragraph to theextent that, in such context, Additional Amounts are, were or would be payable under the foregoing provisions.In addition to the Company’s right to redeemthe Senior Notes on November 26, 2027, the Senior Notes of this series are redeemable, as a whole but not in part, at the option of theCompany (subject to, if and to the extent required by the Relevant Regulator or the Loss Absorption Regulations, the Company giving noticeto the Relevant Regulator and the Relevant Regulator granting the Company permission), on not less than 30 nor more than 60 days’notice, on any Payment Date, at a redemption price equal to 100% of the principal amount, together with accrued but unpaid interest, inrespect of the Senior Notes to the date fixed for redemption, if, at any time, the Company shall determine that as a result of a changein or amendment to the laws or regulations of the Taxing Jurisdiction (including any treaty to which such Taxing Jurisdiction is a party),or any change in the application or interpretation of such laws or regulations (including a decision of any court or tribunal) which changeor amendment becomes effective on or after November 26, 2024:(a) in making payment under the Senior Notes theCompany has or will or would on the next Payment Date become obligated to pay Additional Amounts;(b) the payment of interest on the next PaymentDate in respect of the Senior Notes would be treated as a “distribution” within the meaning of Chapter 2 of Part 23 of theCorporation Tax Act 2010 of the United Kingdom (or any statutory modification or re-enactment thereof for the time being); or(c) on the next Payment Date the Company wouldnot be entitled to claim a deduction in respect of such payment of interest in computing its United Kingdom taxation liabilities (or thevalue of such deduction to the Company would be materially reduced).In any case where the Company shall determine that,in accordance with Section 11.08 of the Senior Indenture, it is entitled to redeem the Senior Notes of this series, the Company shallbe required to deliver to the Trustee prior to the giving of any notice of redemption (i) a written legal opinion of independent UnitedKingdom counsel of recognized standing (selected by the Company) in a form satisfactory to the Trustee confirming that the relevant changeor amendment has occurred and that the Company is entitled to exercise its right of redemption and (ii) an Officer’sCertificate, evidencing compliance with such provisions and stating that the Company is entitled to redeem the Senior Notes pursuant tothe terms of the Senior Notes. | A-13 || --- | The Company may, at the Company’s option(but subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, the Company giving noticeto the Relevant Regulator and the Relevant Regulator granting the Company permission), having given not less than 15 nor more than 30days’ notice to holders, redeem all but not some only of the Senior Notes outstanding at any time at 100% of their principal amounttogether with any accrued but unpaid interest to the date of redemption, if immediately prior to the giving of the notice referred toabove, the Company delivers to the Trustee an Officer’s Certificate stating that a Loss Absorption Disqualification Event has occurred.Any redemption or purchase of Senior Notes (other than redemption on the relevant maturity date), and any modification to the terms ofthe Senior Notes or any indenture relating thereto, is subject to, if and to the extent then required by the Relevant Regulator or theLoss Absorption Regulations, the Company giving notice to the Relevant Regulator and the Relevant Regulator granting the Company permissiontherefor and otherwise to compliance with the Loss Absorption Regulations if and to the extent then required thereunder.If the Company elects to redeem the Senior Notesof this series, the Senior Notes will cease to accrue interest from the date of redemption, provided the redemption price has beenpaid in accordance with the Indenture.Upon payment of (i) the amount of principal (andpremium, if any) so declared due and payable and (ii) accrued and unpaid interest, all of the Company’s obligations in respect ofthe payment of the principal of (and premium, if any), and accrued and unpaid interest on, the Senior Notes of this series shall terminate.Notwithstanding any other agreements, arrangements,or understandings between the Company and any Holder or beneficial owner of the Senior Notes, by purchasing or acquiring the Senior Noteseach Holder (including each beneficial owner) of the Senior Notes acknowledges, accepts, agrees to be bound by and consents to the exerciseof any U.K. bail-in power by the relevant U.K. resolution authority that may result in (i) the reduction or cancellation of all, or aportion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amountof, or interest on, the Senior Notes into shares or other securities or other obligations of the Company or another person (and the issueto or conferral on the holder of such shares, securities or obligations, including by means of amendment, modification or variation ofthe terms of the Senior Notes); and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amountof interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period;any 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 exercise bythe relevant U.K. resolution authority of such U.K. bail-in power. With respect to (i), (ii) and (iii) above, references to principaland interest shall include payments of principal and interest that have become due and payable (including principal that has become dueand payable at the maturity date), but which have not been paid, prior to the exerciseof any U.K. bail-in power. Each Holder and each beneficial owner of the Senior Notes further acknowledges and agrees that the rights ofthe Holders and/or beneficial owners 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. | A-14 || --- | By purchasing or acquiring the Senior Notes, eachHolder and each beneficial owner of the Senior Notes:(i) acknowledges and agrees that noexercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the Senior Notes shall give rise to a defaultor an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default)of the Trust Indenture Act;(ii) to the extent permitted by theTrust Indenture Act, waives any and all claims against the Trustee 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 accordancewith the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes; and(iii) acknowledges and agrees that,upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take anyfurther directions from Holders or beneficial owners of the Senior Notes under Section 5.12 of the Senior Indenture, and (b) neither theSenior Indenture nor the Twentieth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exerciseof any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of theexercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain outstanding (for example,if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Senior Notes), then the Trustee’sduties under the Indenture shall remain applicable with respect to the Senior Notes following such completion to the extent that the Companyand the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Twentieth Supplemental Indenture, unless the Companyand the Trustee agree in writing that a supplemental indenture is not necessary.Each Holder or beneficial owner that acquires itsSenior Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specifiedin the Indenture to the same extent as the Holders and beneficial owners of the Senior Notes that acquire the Senior Notes upon theirinitial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the termsof the Senior Notes, including in relation to the U.K. bail-in power. | A-15 || --- | By purchasing or acquiring the Senior Notes, eachHolder and each beneficial owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power as it may be imposedwithout any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Senior Notesand (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such SeniorNotes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the SeniorNotes as it may be imposed, without any further action or direction on the part of such Holder or beneficial owner or the Trustee.No repayment of the principal amount of the SeniorNotes or payment of interest on the Senior Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevantU.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repaymentor payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom applicable to the Companyand the Group.Upon the exercise of the U.K. bail-in power bythe relevant U.K. resolution authority with respect to the Senior Notes, the Company shall provide a written notice to DTC as soon aspracticable regarding such exercise of the U.K. bail-in power for purposes of notifying Holders of such occurrence. The Company shallalso deliver a copy of such notice to the Trustee for information purposes. Any delay or failure by the Company in delivering the noticesreferred to in this paragraph shall not affect the validity and enforceability of the U.K. bail-in power.The Company’s obligations to indemnify theTrustee in accordance with Section 6.07 of the Indenture shall survive any exercise of the U.K. bail-in power by the relevant U.K. resolutionauthority with respect to the Senior Notes.The Indenture permits, with certain exceptionsas therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holdersof the Senior Notes to be affected thereby by the Company and the Trustee with the consent of the Holders of not less than a majorityin principal amount of the Senior Notes at the time outstanding of each such series. The Indenture also contains provisions permittingthe Holders of a majority in aggregate principal amount of the outstanding Senior Notes, on behalf of the Holders of all Senior Notesof such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indentureand their consequences. Any such consent or waiver by the Holder of this Senior Note shall be conclusive and binding upon such Holderand upon all future Holders of this Senior Note and of any Senior Note issued in exchange herefor or in lieu hereof, whether or not notationof such consent or waiver is made upon this Senior Note.No reference herein to the Indenture and no provisionof this Senior Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay,if and when due and payable, the principal of (and premium, if any) and interest on, this Senior Note at the times, place and rate,and in the coin or currency, herein prescribed. | A-16 || --- | As set forth in, and subject to, the provisionsof the Indenture, no Holder of the Senior Notes will have the right to institute any proceeding with respect to the Indenture, this SeniorNote or any remedy thereunder; provided, however, that such limitations do not apply to a suit instituted by the Holder hereoffor the enforcement of payment of the principal or interest as and when the same shall have become due and payable in accordance withthe terms hereof and the Indenture.No reference herein to the Indenture and no provisionof this Senior Note or of the Indenture shall alter or impair the right of the Holder of this Senior Note, which is absolute and unconditional,to receive payment of the principal of (and premium, if any) and interest on, this Senior Note when due and payable in accordance withthe provisions of this Senior Note and the Indenture.This Senior Note is governed by the laws of theState of New York, except for the waiver of set-off provisions relating to the Senior Notes which are governed by and construed in accordancewith the laws of Scotland.Unless otherwise defined herein, all terms usedin this Senior Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. | A-17 || --- | **EXHIBIT BFORM OF 2035 SENIOR CALLABLE FIXED-TO-FIXEDRATE GLOBAL NOTEUNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVEFORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARYTO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEEOF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATERSTREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANYNOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC(AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &CO., HAS AN INTEREST HEREIN. CUSIP No. 539439 BA6ISIN No. US539439BA62Common Code: 294805800LLOYDS BANKING GROUP plc5.590% SENIOR CALLABLE FIXED-TO-FIXED RATE NOTEDUE 2035| No. [·] | $[·] || --- | --- |LLOYDS BANKING GROUP plc (herein called the “Company,”which term includes any successor person under the Indenture (as defined on the reverse hereof)), for value received, hereby promisesto pay to CEDE & CO., or registered assigns, the principal sum of $[·] ([·]dollars) on November 26, 2035 (the “Maturity Date”) or on such earlier date as the principal hereof may become due in accordancewith the terms hereof and to pay interest thereon (i) from, and including, the date of issuance hereof to, but excluding, November 26,2034, semi-annually in arrears on the Fixed Rate Interest Payment Dates (as defined on the reverse hereof) and (ii) from, and including,November 26, 2034 to, but excluding, November 26, 2035, semi-annually in arrears on the Reset Rate Interest Payment Dates (as definedin the reverse hereof). Interest so payable on any Interest Payment Date (as defined on the reverse hereof) shall be paid to the Holderin whose name this Senior Note is registered on the 15^th^calendar day immediately preceding the relevant Interest Payment Date,whether or not such day is a Business Day, as defined in the Indenture (each a “Regular Record Date”). If (i) the Companyfails to pay any installment of interest on this Senior Note on or before its Interest Payment Date and such failure continues for 14days or (ii) the Company fails to pay all or any part of the principal of this Senior Note on any date on which such principal shall otherwisehave become due and payable, whether upon redemption or otherwise, and such failure continues for seven days (each of (i) and (ii), a“Default”), the Trustee may commence a proceeding for the winding up of the Company, provided that the Trustee may not, uponthe occurrence of a Default, declare the principal amount of any of the Outstanding Senior Notes to be due and payable.As set forth on the reverse hereof, interest shallaccrue on this Senior Note from day to day from the date of issuance hereof until the principal amount hereof is paid or made availablefor payment.Payments of interest on this Senior Note shallbe computed on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, the actualnumber of days elapsed in such period.Payment of the principal amount of (and premium,if any) and any interest on, this Senior Note will be made in such coin or currency of the United States of America as at the time ofpayment is legal tender for payment of public and private debts. Such payment shall be made to the Holder including through a Paying Agentof the Company. | B-2 || --- | If the date for payment of the principal amount hereof (and premium,if any) or interest thereon is not a Business Day, then (subject as provided in the Indenture) such payment shall be made on the nextsucceeding Business Day with the same force and effect as if made on such date for payment and without any interest or other payment inrespect of such delay.Prior to due presentment of this Senior Note forregistration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name thisSenior Note is registered as the owner of such Senior Note for the purpose of receiving payment of principal and interest, if any, onsuch Senior Note and for all other purposes whatsoever, whether or not such Senior Note be overdue, and neither the Company, the Trusteenor any agent of the Company or the Trustee shall be affected by notice to the contrary.Reference is hereby made to the further provisionsof this Senior Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forthat this place.Unless the certificate of authentication hereonhas been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this Senior Note shall not be entitledto any benefit under the Indenture or be valid or obligatory for any purpose.Notwithstanding any other agreements, arrangements,or understandings between the Company and any Holder or beneficial owner of this Senior Note, by purchasing or acquiring this Senior Note,each Holder (including each beneficial owner) of this Senior Note acknowledges, accepts, agrees to be bound by and consents to the exerciseof any U.K. bail-in power by the relevant U.K. resolution authority that may result in (i) the reduction or cancellation of all, or aportion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amountof, or interest on, the Senior Notes into shares or other securities or other obligations of the Company or another person (and the issueto or conferral on the holder of such shares, securities or obligations, including by means of amendment, modification or variation ofthe terms of the Senior Notes); and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amountof interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period;any 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 exercise bythe relevant U.K. resolution authority of such U.K. bail-in power. With respect to (i), (ii) and (iii) above, references to principaland interest shall include payments of principal and interest that have become due and payable (including principal that has become dueand payable at the maturity date), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each Holder and eachbeneficial owner of the Senior Notes further acknowledges and agrees that the rights of the Holders and/or beneficial owners under theSenior 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 therelevant U.K. resolution authority. | B-3 || --- | For these purposes, a “U.K. bail-in power”is any write-down, conversion, transfer, modification, moratorium and/or suspension power existing from time to time under any laws, regulations,rules or requirements relating to the resolution of financial holding companies, mixed financial holding companies, banks, banking groupcompanies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdomto the Company or other members of the Group, including but not limited to any such laws, regulations, rules or requirements which areimplemented, adopted or enacted in the United Kingdom within the context of the U.K. resolution regime under the Banking Act 2009 as thesame has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act 2013, secondarylegislation or otherwise) and/or the Loss Absorption Regulations, pursuant to which obligations of a bank, banking group company, creditinstitution or investment firm or any of its affiliates can be reduced, canceled, modified, transferred and/or converted into shares orother securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any rightin a contract governing such obligations may be deemed to have been exercised. A reference to the “relevant U.K. resolution authority”is to any authority with the ability to exercise a U.K. bail-in power.[The rest of this page is intentionally leftblank] | B-4 || --- | IN WITNESS WHEREOF, the Company has caused thisSenior Note to be duly executed.Dated:| LLOYDS BANKING GROUP PLC || --- || Name: || Title: |[Global Note Signature Page] | B-5 || --- | CERTIFICATE OF AUTHENTICATIONThis is one of the Senior Notes of the series designatedherein referred to in the within-mentioned Indenture.Dated:| THE BANK OF NEW YORK MELLON, acting through its London Branch, as Trustee || --- || By: |[Global Note Signature Page] | B-6 || --- | [REVERSE OF SECURITY]This Senior Note is one of a duly authorized issueof securities of the Company (herein called the “Senior Notes”) issued and to be issued in one or more series under a SeniorDebt Securities Indenture, dated as of July 6, 2010, as amended by the First Supplemental Indenture dated as of July 6, 2016 (herein calledthe “Senior Indenture”), among the Company, as issuer, and The Bank of New York Mellon, acting through its London Branch astrustee (herein called the “Trustee,” which term includes any successor trustee under the Senior Indenture), as supplementedby the Twentieth Supplemental Indenture dated as of November 26, 2024, among the Company, the Trustee and as paying agent (herein calledthe “Paying Agent”) and The Bank of New York Mellon SA/NV, Dublin Branch, as Senior Debt Security Registrar (the “TwentiethSupplemental Indenture”, and, together with the Senior Indenture, the “Indenture”) to which Indenture and all indenturessupplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunderof the Company, the Trustee and the Holders of the Senior Notes and of the terms upon which the Senior Notes are, and are to be, authenticatedand delivered.This Senior Note is one of the series designatedon the face hereof, initially limited in aggregate principal amount to $1,000,000,000. The Company may, without the consent of the Holdersof the Senior Notes, issue additional notes having the same ranking and interest rate, maturity date, redemption terms and other termsas the Senior Notes except for the price to the public, issue date and first interest payment date, provided that such additional notesmust be fungible with the outstanding Senior Notes for U.S. federal income tax purposes. Any such Senior Notes, together with this SeniorNote, will constitute a single series of securities under the Indenture. The Senior Notes will initially be issued in the form of oneor more global Senior Notes (each, a “Global Senior Note”). Except as provided in the Indenture, a Global Senior Note shallnot be exchangeable for one or more definitive Senior Notes.The Senior Notes of this series will constitutedirect, unconditional, unsecured and unsubordinated obligations of the Company, as described herein, and will rank pari passu andwithout any preference among themselves and at least pari passu with all of the Company’s other outstanding unsecured andunsubordinated obligations, present and future subject to such exceptions as may be provided by mandatory provisions of applicable law.During the period from, and including, November26, 2024 to, but excluding, November 26, 2034 (the “Initial Fixed Rate Period”), interest shall accrue from the Issue Dateat a fixed rate of 5.590% per annum. Interest accrued during the Initial Fixed Rate Period shall be payable semi-annually in arrears onMay 26 and November 26 of each year (each, a “Fixed Rate Interest Payment Date”), commencing on November 26, 2024.During the period from, and including, November26, 2034 (the “Reset Date”) to, but excluding, November 26, 2035 (the “Reset Fixed Rate Period”), interest shallaccrue at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (asdefined below) on the Reset Determination Date (as defined below), plus 120 basis points (1.200%). Interestaccrued on the Senior Notes during the Reset Fixed Rate Period will be payable semi-annually in arrears on May 26, 2035 and November 26,2035 (each a “Reset Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “InterestPayment Dates”). | B-7 || --- | Interest during the Initial Fixed Rate Period shallbe calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, on thebasis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest Payment Date, redemption date or MaturityDate is not a Business Day, the Company shall pay interest and principal, as applicable, on the next Business Day, but interest on thatpayment shall not accrue during the period from and after such scheduled Fixed Rate Interest Payment Date, redemption date or MaturityDate.Interest during the Reset Fixed Rate Period shallbe 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 basisof the actual number of days elapsed in such period. The interest rate during the Reset Fixed Rate Period will be reset on the Reset DeterminationDate. If any scheduled Reset Rate Interest Payment Date, redemption date or Maturity Date is not a Business Day, interest and principal,as applicable, will be paid on the next Business Day, but interest on that payment will not accrue during the period from and after suchscheduled Reset Rate Interest Payment Date, redemption date or Maturity Date.“Comparable Treasury Issue”means, with respect to the Reset Fixed Rate Period, the U.S. Treasury security or securities selected by the Company with a maturity dateon or about the last day of the Reset Fixed Rate Period and that would be utilized, at the time of selection and in accordance with customaryfinancial practice, in pricing new issues of corporate debt securities denominated in U.S. dollars and having a maturity of one year.“Comparable Treasury Price”means, with respect to the Reset Date, (i) the arithmetic average of the Reference Treasury Dealer Quotations for the Reset Date (calculatedby the Calculation Agent on the Reset Determination Date preceding the Reset Date), after excluding the highest and lowest such ReferenceTreasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are received by the Company, the arithmeticaverage of all such quotations, or (iii) if fewer than two such Reference Treasury Dealer Quotations are received by the Company, thensuch Reference Treasury Dealer Quotations as quoted in writing to the Company by a Reference Treasury Dealer.“Reference Treasury Dealer”means each of up to five banks selected by the Company, or the affiliates of such banks, which are (i) primary U.S. Treasury securitiesdealers, and their respective successors, or (ii) market makers in pricing corporate bond issues denominated in U.S. dollars.“Reference Treasury Dealer Quotations”means with respect to each Reference Treasury Dealer and the Reset Date, the bid and offered prices obtained by the Company for the applicable Comparable Treasury Issue, expressed in each caseas a percentage of its principal amount, at 11:00 a.m. (New York City time), on the Reset Determination Date. | B-8 || --- | “Reset Determination Date” meansthe second Business Day immediately preceding the Reset Date.“U.S. Treasury Rate”means, with respect to the Reset Date, the rate per annum equal to: (1) the arithmetic average of the yields on actively traded U.S. Treasurysecurities adjusted to constant maturity for the maturity of one year (“Yields”), for the five consecutive business days immediatelyprior to the Reset Determination Date and appearing under the caption “Treasury constant maturities” on the Reset DeterminationDate as of 5:00 p.m. (New York City time), in the applicable most recently published statistical release designated “H.15 DailyUpdate”, or any successor publication that is published by the Board of Governors of the Federal Reserve System that establishesyields on actively traded U.S. Treasury securities adjusted to constant maturity, under the caption “Treasury Constant Maturities”,for the maturity of one year; provided that if the Yield is not available through such release (or successor publication) for anyrelevant business day, then the arithmetic average will be determined based on the Yields for the remaining business days during the fivebusiness day period described above (provided further that if the Yield is available for only a single business day during such five businessday period, the “U.S. Treasury Rate” will mean the single-day Yield for such day); or (2) if such release (or any successorrelease) is not published during the week immediately prior to the Reset Determination Date or does not contain such yields, the rateper annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the ComparableTreasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Reset Date.If the U.S. Treasury Ratecannot be determined, for whatever reason, as described under (1) or (2) above, “U.S. Treasury Rate” means the rate in percentageper annum as notified by the Calculation Agent to the Company equal to the last reported Yield on U.S. Treasury securities having a maturityof one year based on information appearing in the most recently published statistical release designated “H.15 Daily Update”(or any successor publication by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded U.S.Treasury securities) as of 5:00 p.m. (New York City time) on the Reset Determination Date.The U.S. Treasury Rate shall be determined by TheBank of New York Mellon, London Branch as calculation agent (the “Calculation Agent”).All calculations of the Calculation Agent, in theabsence of manifest error, shall be conclusive for all purposes and binding on the Company, the Trustee, the Paying Agent and on the Holdersof the Senior Notes.All percentages resulting from any of the abovecalculations shall be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths ofa percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in orresulting from such calculations shall be rounded to the nearest cent (with one-half cent being rounded upwards). | B-9 || --- | The interest rate on the Senior Notes during theReset Fixed Rate Period will in no event be higher than the maximum rate permitted by law or lower than 0.00% per annum.By its acquisition of Senior Notes or an interesttherein, each holder and beneficial owner of Senior Notes and each subsequent holder and beneficial owner waives any and all claims inlaw and/or equity against the Trustee, the Calculation Agent or any paying agent for, agrees not to initiate a suit against the Trustee,the Calculation Agent and any paying agent in respect of, and agrees that none of the Trustee, the Calculation Agent or any paying agentwill be liable for, any action that the Trustee, the Calculation Agent or any paying agent, as the case may be, takes, or abstains fromtaking, in each case in accordance herewith or any losses suffered in connection therewith.Subject to Section 11.11 of the Indenture and onat least 5 Business Days but no more than 30 Business Days’ prior written notice delivered to the Holders of the Senior Notes (witha copy to the Trustee), the Company may in its sole discretion (but subject to, if and to the extent then required by the Relevant Regulatoror the Loss Absorption Regulations, the Company giving notice to the Relevant Regulator and the Relevant Regulator granting the Companypermission) redeem the Senior Notes, in whole, but not in part, on November 26, 2034 at a redemption price equal to 100% of the principalamount of the Senior Notes plus any accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption.If an Event of Default with respect to the SeniorNotes of this series shall have occurred and be continuing, the Trustee or the Holder or Holders of not less than 25% in aggregate principalamount of the Outstanding Senior Notes of this series may declare the principal amount of, and any accrued interest on and any AdditionalAmounts on, all the Senior Notes to be due and payable immediately, in the manner, with the effect and subject to the conditions providedin the Indenture.Except as otherwise provided in Article 5 of theIndenture, during the continuance of an Event of Default, the Trustee may in its discretion proceed to protect and enforce its rightsand the rights of Holders of Senior Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protectand enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Indenture or in aid of the exerciseof any power granted herein, or to enforce any other legal or equitable right vested in the Trustee by the Indenture or by law, provided,however, that the Company shall not, as a result of the bringing of such judicial proceedings, be required to pay any amount representingor measured by reference to the principal of, or any interest on, the Senior Notes prior to any date on which the principal of, or anyinterest on, the Senior Notes would have otherwise been payable by the Company. | B-10 || --- | If a Default occurs, the Trustee may commence aproceeding for the winding-up of the Company and/or prove in a winding-up of the Company, provided that the Trustee may not, upon theoccurrence of a Default, (except in such winding-up, in accordance with Section 5.01 of the Indenture) declare the principal amount ofany of the Outstanding Senior Notes to be due and payable.Failure to make any payment in respect of thisSenior Note shall not be a Default if such payment is withheld or refused and an Opinion of Counsel is delivered to the Trustee concludingthat such sums were not paid in order to comply with any fiscal or other law or regulation or with the order of any court of competentjurisdiction, provided, however, that the Trustee may by notice to the Company require the Company to take such action (including butnot limited to proceedings for a declaration by a court of competent jurisdiction) as the Trustee may be advised in an Opinion of Counsel,upon which opinion the Trustee may conclusively rely, is appropriate and reasonable in the circumstances to resolve such doubt, in whichcase the Company shall forthwith take and expeditiously proceed with such action and shall be bound by any final resolution of the doubtresulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicablelaw, regulation or order then the provisions of the preceding sentence shall cease to have effect and the payment shall become due andpayable on the expiration of 14 days (in the case of payments under Section 5.03(a) of the Indenture) or seven days (in the case of paymentsunder Section 5.03(b) of the Indenture) after the Trustee gives written notice to the Company informing it of such resolution.Subject to applicable law, no Holder may exerciseor claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect of any amount owed to it bythe Company arising under or in connection with the Senior Notes. The Holders of Senior Notes by their acceptance thereof will be deemedto have waived any right of set-off, counterclaim, combination of accounts, compensation and retention with respect to the Senior Notesor the Senior Indenture (or between the obligations under or in respect of the Senior Notes and any liability owed by a Holder to theCompany) that they might otherwise have against the Company.No remedy against the Company other than as referredto in Article 5 of the Indenture shall be available to the Trustee or the Holders, whether for the recovery of amounts owing in respectof the Senior Notes or under the Indenture or in respect of any breach by the Company of any of its other obligations under or in respectof the Senior Notes or under the Indenture, except that the Trustee and the Holders shall have such rights and powers as they are requiredto have under the Trust Indenture Act.Amounts to be paid on the Senior Notes of thisseries will be made without deduction or withholding for, or on account of, any and all present and future income, stamp and other taxes,levies, imposts, duties, charges or fees, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any politicalsubdivision or authority thereof or therein having the power to tax (the “Taxing Jurisdiction”), unless such deduction orwithholding is required by law. If at any time a Taxing Jurisdiction requires the Company to make such deduction or withholding, the Companywill pay additional amounts with respect to interest only on the Senior Notesof this series (“Additional Amounts”) that are necessary in order that the net amounts of interest paid to the Holders, afterthe deduction or withholding, shall equal the amounts of interest only which would have been payable on the Senior Notes if the deductionor withholding had not been required. However, this will not apply to any such tax, levy, impost, duty, charge or fee, which wouldnot have been deducted or withheld but for the fact that: | B-11 || --- | (i) the Holder or the beneficial owner of a SeniorNote is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or is physically presentin, the Taxing Jurisdiction or otherwise has some connection with the Taxing Jurisdiction other than the holding or ownership of a SeniorNote, or the collection of any payment of (or in respect of) principal of, or interest or other payments on, any Senior Note,(ii) except in the case of winding-up in theUnited Kingdom, the relevant Senior Note is presented (where presentation is required) for payment in the United Kingdom,(iii) the relevant Senior Note is presented (wherepresentation is required) for payment more than 30 days after the date payment became due or was provided for, whichever is later, exceptto the extent that the Holder would have been entitled to the Additional Amounts on presenting the same for payment at the close of that30 day period,(iv) the Holder or the beneficial owner of therelevant Senior Note or the beneficial owner of any payment of (or in respect of) principal of, or interest or other payments on, theSenior Note failed to comply with a request of the Company or its liquidator or other authorized person addressed to the Holder (x) toprovide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (y) to make any declarationor other similar claim to satisfy any requirement, which in the case of (x) or (y), is required or imposed by a statute, treaty, regulationor administrative practice of the Taxing Jurisdiction as a precondition to exemption from all or part of the tax, levy, impost, duty,charge or fee,(v) the deduction or withholding is imposed byreason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474 of the U.S. Internal Revenue Codeand the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and theUnited Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted or issued inany jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement; or(vi) any combination of clauses (i) through (v)above,nor shall Additional Amounts be paid with respect to interest onlyon the Senior Notes to any Holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such paymentto the extent such payment would be required by the laws of any Taxing Jurisdiction to be included in the income for tax purposes of abeneficiary or partner or settlor with respect to such fiduciary or a member of suchpartnership or a beneficial owner who would not have been entitled to such Additional Amounts, had it been the Holder. With respect toany deduction or withholding made by any of the Company, the Trustee, the Paying Agent or another withholding agent from any amount payableon, or in respect of, the Senior Notes in the events described in clauses (i) through (vi) above, the amounts so deducted or withheldshall be treated as having been paid to the holder of the Senior Notes, and no additional amounts will be paid on account of any suchdeduction or withholding. None of the Company, the Trustee, the Paying Agent or another withholding agent shall have any liability inconnection with their compliance with any such withholding obligation under applicable law. | B-12 || --- | References herein to the payment of interest onthe Senior Notes shall be deemed to include mention of the payment of Additional Amounts provided for in the foregoing paragraph to theextent that, in such context, Additional Amounts are, were or would be payable under the foregoing provisions.In addition to the Company’s right to redeemthe Senior Notes on November 26, 2034, the Senior Notes of this series are redeemable, as a whole but not in part, at the option of theCompany (subject to, if and to the extent required by the Relevant Regulator or the Loss Absorption Regulations, the Company giving noticeto the Relevant Regulator and the Relevant Regulator granting the Company permission), on not less than 30 nor more than 60 days’notice, on any Payment Date, at a redemption price equal to 100% of the principal amount, together with accrued but unpaid interest, inrespect of the Senior Notes to the date fixed for redemption, if, at any time, the Company shall determine that as a result of a changein or amendment to the laws or regulations of the Taxing Jurisdiction (including any treaty to which such Taxing Jurisdiction is a party),or any change in the application or interpretation of such laws or regulations (including a decision of any court or tribunal) which changeor amendment becomes effective on or after November 26, 2024:(a) in making payment under the Senior Notes theCompany has or will or would on the next Payment Date become obligated to pay Additional Amounts;(b) the payment of interest on the next PaymentDate in respect of the Senior Notes would be treated as a “distribution” within the meaning of Chapter 2 of Part 23 of theCorporation Tax Act 2010 of the United Kingdom (or any statutory modification or re-enactment thereof for the time being); or(c) on the next Payment Date the Company wouldnot be entitled to claim a deduction in respect of such payment of interest in computing its United Kingdom taxation liabilities (or thevalue of such deduction to the Company would be materially reduced).In any case where the Company shall determine that,in accordance with Section 11.08 of the Senior Indenture, it is entitled to redeem the Senior Notes of this series, the Company shallbe required to deliver to the Trustee prior to the giving of any notice of redemption (i) a written legal opinion of independent UnitedKingdom counsel of recognized standing (selected by the Company) in a form satisfactoryto the Trustee confirming that the relevant change or amendment has occurred and that the Company is entitled to exercise its right ofredemption and (ii) an Officer’s Certificate, evidencing compliance with such provisions and stating that the Company is entitledto redeem the Senior Notes pursuant to the terms of the Senior Notes. | B-13 || --- | The Company may, at the Company’s option(but subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, the Company giving noticeto the Relevant Regulator and the Relevant Regulator granting the Company permission), having given not less than 15 nor more than 30days’ notice to holders, redeem all but not some only of the Senior Notes outstanding at any time at 100% of their principal amounttogether with any accrued but unpaid interest to the date of redemption, if immediately prior to the giving of the notice referred toabove, the Company delivers to the Trustee an Officer’s Certificate stating that a Loss Absorption Disqualification Event has occurred.Any redemption or purchase of Senior Notes (other than redemption on the relevant maturity date), and any modification to the terms ofthe Senior Notes or any indenture relating thereto, is subject to, if and to the extent then required by the Relevant Regulator or theLoss Absorption Regulations, the Company giving notice to the Relevant Regulator and the Relevant Regulator granting the Company permissiontherefor and otherwise to compliance with the Loss Absorption Regulations if and to the extent then required thereunder.If the Company elects to redeem the Senior Notesof this series, the Senior Notes will cease to accrue interest from the date of redemption, provided the redemption price has beenpaid in accordance with the Indenture.Upon payment of (i) the amount of principal (andpremium, if any) so declared due and payable and (ii) accrued and unpaid interest, all of the Company’s obligations in respect ofthe payment of the principal of (and premium, if any), and accrued and unpaid interest on, the Senior Notes of this series shall terminate.Notwithstanding any other agreements, arrangements,or understandings between the Company and any Holder or beneficial owner of the Senior Notes, by purchasing or acquiring the Senior Noteseach Holder (including each beneficial owner) of the Senior Notes acknowledges, accepts, agrees to be bound by and consents to the exerciseof any U.K. bail-in power by the relevant U.K. resolution authority that may result in (i) the reduction or cancellation of all, or aportion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amountof, or interest on, the Senior Notes into shares or other securities or other obligations of the Company or another person (and the issueto or conferral on the holder of such shares, securities or obligations, including by means of amendment, modification or variation ofthe terms of the Senior Notes); and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amountof interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period;any 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 exercise bythe relevant U.K. resolution authority of such U.K. bail-in power. With respect to (i), (ii) and (iii) above, references to principal and interest shall include payments of principaland interest that have become due and payable (including principal that has become due and payable at the maturity date), but which havenot been paid, prior to the exercise of any U.K. bail-in power. Each Holder and each beneficial owner of the Senior Notes further acknowledgesand agrees that the rights of the Holders and/or beneficial owners 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. | B-14 || --- | By purchasing or acquiring the Senior Notes, eachHolder and each beneficial owner of the Senior Notes:(i) acknowledges and agrees that noexercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the Senior Notes shall give rise to a defaultor an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default)of the Trust Indenture Act;(ii) to the extent permitted by theTrust Indenture Act, waives any and all claims against the Trustee 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 accordancewith the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes; and(iii) acknowledges and agrees that,upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take anyfurther directions from Holders or beneficial owners of the Senior Notes under Section 5.12 of the Senior Indenture, and (b) neither theSenior Indenture nor the Twentieth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exerciseof any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of theexercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain outstanding (for example,if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Senior Notes), then the Trustee’sduties under the Indenture shall remain applicable with respect to the Senior Notes following such completion to the extent that the Companyand the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Twentieth Supplemental Indenture, unless the Companyand the Trustee agree in writing that a supplemental indenture is not necessary.Each Holder or beneficial owner that acquires itsSenior Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specifiedin the Indenture to the same extent as the Holders and beneficial owners of the Senior Notes that acquire the Senior Notes upon theirinitial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes, including inrelation to the U.K. bail-in power. | B-15 || --- | By purchasing or acquiring the Senior Notes, eachHolder and each beneficial owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power as it may be imposedwithout any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Senior Notesand (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such SeniorNotes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the SeniorNotes as it may be imposed, without any further action or direction on the part of such Holder or beneficial owner or the Trustee.No repayment of the principal amount of the SeniorNotes or payment of interest on the Senior Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevantU.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repaymentor payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom applicable to the Companyand the Group.Upon the exercise of the U.K. bail-in power bythe relevant U.K. resolution authority with respect to the Senior Notes, the Company shall provide a written notice to DTC as soon aspracticable regarding such exercise of the U.K. bail-in power for purposes of notifying Holders of such occurrence. The Company shallalso deliver a copy of such notice to the Trustee for information purposes. Any delay or failure by the Company in delivering the noticesreferred to in this paragraph shall not affect the validity and enforceability of the U.K. bail-in power.The Company’s obligations to indemnify theTrustee in accordance with Section 6.07 of the Indenture shall survive any exercise of the U.K. bail-in power by the relevant U.K. resolutionauthority with respect to the Senior Notes.The Indenture permits, with certain exceptionsas therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holdersof the Senior Notes to be affected thereby by the Company and the Trustee with the consent of the Holders of not less than a majorityin principal amount of the Senior Notes at the time outstanding of each such series. The Indenture also contains provisions permittingthe Holders of a majority in aggregate principal amount of the outstanding Senior Notes, on behalf of the Holders of all Senior Notesof such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indentureand their consequences. Any such consent or waiver by the Holder of this Senior Note shall be conclusive and binding upon such Holderand upon all future Holders of this Senior Note and of any Senior Note issued in exchange herefor or in lieu hereof, whether or not notationof such consent or waiver is made upon this Senior Note. | B-16 || --- | No reference herein to the Indenture and no provisionof this Senior Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay,if and when due and payable, the principal of (and premium, if any) and interest on, this Senior Note at the times, place and rate, andin the coin or currency, herein prescribed.As set forth in, and subject to, the provisionsof the Indenture, no Holder of the Senior Notes will have the right to institute any proceeding with respect to the Indenture, this SeniorNote or any remedy thereunder; provided, however, that such limitations do not apply to a suit instituted by the Holder hereoffor the enforcement of payment of the principal or interest as and when the same shall have become due and payable in accordance withthe terms hereof and the Indenture.No reference herein to the Indenture and no provisionof this Senior Note or of the Indenture shall alter or impair the right of the Holder of this Senior Note, which is absolute and unconditional,to receive payment of the principal of (and premium, if any) and interest on, this Senior Note when due and payable in accordance withthe provisions of this Senior Note and the Indenture.This Senior Note is governed by the laws of theState of New York, except for the waiver of set-off provisions relating to the Senior Notes which are governed by and construed in accordancewith the laws of Scotland.Unless otherwise defined herein, all terms usedin this Senior Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. | B-17 || --- | **EXHIBIT CFORM OF 2028 SENIOR CALLABLE FLOATING RATE GLOBALNOTEUNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVEFORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARYTO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEEOF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATERSTREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANYNOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC(AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &CO., HAS AN INTEREST HEREIN. CUSIP No. 539439 BB4ISIN No. US539439BB46Common Code: 294805737LLOYDS BANKING GROUP plcSENIOR CALLABLE FLOATING RATE NOTE DUE 2028| No. [·] | $[·] || --- | --- |LLOYDS BANKING GROUP plc (herein called the “Company,”which term includes any successor person under the Indenture (as defined on the reverse hereof)), for value received, hereby promisesto pay to CEDE & CO., or registered assigns, the principal sum of $[·] ([·]dollars) on November 26, 2028 (the “Maturity Date”) or on such earlier date as the principal hereof may become due in accordancewith the terms hereof and to pay interest thereon from, and including, the date of issuance hereof to, but excluding, November 26, 2028,quarterly in arrears on the Floating Rate Notes Interest Payment Dates (as defined on the reversehereof). Interest so payable on any Floating Rate Notes Interest Payment Date (as defined on the reversehereof) shall be paid to the Holder in whose name this Senior Note is registered on the 15^th^calendar day immediately precedingthe relevant Floating Rate Notes Interest Payment Date, whether or not such day is a Business Day, as defined in the Indenture (each a“Regular Record Date”). If (i) the Company fails to pay any installment of interest on this Senior Note on or before its FloatingRate Notes Interest Payment Date and such failure continues for 14 days or (ii) the Company fails to pay all or any part of the principalof this Senior Note on any date on which such principal shall otherwise have become due and payable, whether upon redemption or otherwise,and such failure continues for seven days (each of (i) and (ii), a “Default”), the Trustee may commence a proceeding for thewinding up of the Company, provided that the Trustee may not, upon the occurrence of a Default, declare the principal amount of any ofthe Outstanding Senior Notes to be due and payable.As set forth on the reverse hereof, interest shallaccrue on this Senior Note from day to day from the date of issuance hereof until the principal amount hereof is paid or made availablefor payment.Payments of interest on this Senior Note shallbe computed on the basis of a 360-day year and the actual number of days elapsed in such period.Payment of the principal amount of (and premium,if any) and any interest on, this Senior Note will be made in such coin or currency of the United States of America as at the time ofpayment is legal tender for payment of public and private debts. Such payment shall be made to the Holder including through a Paying Agentof the Company. However, if a Floating Rate Notes Interest Payment Date would fall on a day that is not aBusiness Day, other than the interest payment date that is also a redemption date or the Maturity Date, the Floating Rate Notes InterestPayment Date will be postponed to the next succeeding day that is a Business Day and interest thereon willcontinue to accrue, except that if the Business Day falls in the next succeeding calendar month, the applicable Floating Rate Notes InterestPayment Date will be the immediately preceding Business Day. In each such case, except for the Floating Rate Notes Interest Payment Datefalling on a redemption date or the Maturity Date, the Floating Rate Notes Interest Periods and the Floating Rate Notes Reset Dates (asdefined below) will be adjusted accordingly to calculate the amount of interest payable on the Senior Notes. | C-2 || --- | Prior to due presentment of this Senior Note forregistration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name thisSenior Note is registered as the owner of such Senior Note for the purpose of receiving payment of principal and interest, if any, onsuch Senior Note and for all other purposes whatsoever, whether or not such Senior Note be overdue, and neither the Company, the Trusteenor any agent of the Company or the Trustee shall be affected by notice to the contrary.Reference is hereby made to the further provisionsof this Senior Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forthat this place.Unless the certificate of authentication hereonhas been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this Senior Note shall not be entitledto any benefit under the Indenture or be valid or obligatory for any purpose.Notwithstanding any other agreements, arrangements,or understandings between the Company and any Holder or beneficial owner of this Senior Note, by purchasing or acquiring this Senior Note,each Holder (including each beneficial owner) of this Senior Note acknowledges, accepts, agrees to be bound by and consents to the exerciseof any U.K. bail-in power by the relevant U.K. resolution authority that may result in (i) the reduction or cancellation of all, or aportion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amountof, or interest on, the Senior Notes into shares or other securities or other obligations of the Company or another person (and the issueto or conferral on the holder of such shares, securities or obligations, including by means of amendment, modification or variation ofthe terms of the Senior Notes); and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amountof interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period;any 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 exercise bythe relevant U.K. resolution authority of such U.K. bail-in power. With respect to (i), (ii) and (iii) above, references to principaland interest shall include payments of principal and interest that have become due and payable (including principal that has become dueand payable at the maturity date), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each Holder and eachbeneficial owner of the Senior Notes further acknowledges and agrees that the rights of the Holders and/or beneficial owners under theSenior Notes are subject to, and will be varied, if necessary, solely to give effectto, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. | C-3 || --- | For these purposes, a “U.K. bail-in power”is any write-down, conversion, transfer, modification, moratorium and/or suspension power existing from time to time under any laws, regulations,rules or requirements relating to the resolution of financial holding companies, mixed financial holding companies, banks, banking groupcompanies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdomto the Company or other members of the Group, including but not limited to any such laws, regulations, rules or requirements which areimplemented, adopted or enacted in the United Kingdom within the context of the U.K. resolution regime under the Banking Act 2009 as thesame has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act 2013, secondarylegislation or otherwise) and/or the Loss Absorption Regulations, pursuant to which obligations of a bank, banking group company, creditinstitution or investment firm or any of its affiliates can be reduced, canceled, modified, transferred and/or converted into shares orother securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any rightin a contract governing such obligations may be deemed to have been exercised. A reference to the “relevant U.K. resolution authority”is to any authority with the ability to exercise a U.K. bail-in power.[The rest of this page is intentionally leftblank] | C-4 || --- | IN WITNESS WHEREOF, the Company has caused thisSenior Note to be duly executed.Dated:| LLOYDS BANKING GROUP PLC || --- || Name: || Title: |[Global Floating Rate Note Signature Page] | C-5 || --- | CERTIFICATE OF AUTHENTICATIONThis is one of the Senior Notes of the series designatedherein referred to in the within-mentioned Indenture.Dated:| THE BANK OF NEW YORK MELLON, acting through its London Branch, as Trustee || --- || By: |[Global Floating Rate Note Signature Page] | C-6 || --- | [REVERSE OF SECURITY]This Senior Note is one of a duly authorized issueof securities of the Company (herein called the “Senior Notes”) issued and to be issued in one or more series under a SeniorDebt Securities Indenture, dated as of July 6, 2010, as amended by the First Supplemental Indenture dated as of July 6, 2016 (herein calledthe “Senior Indenture”), among the Company, as issuer, and The Bank of New York Mellon, acting through its London Branch astrustee (herein called the “Trustee,” which term includes any successor trustee under the Senior Indenture), as supplementedby the Twentieth Supplemental Indenture dated as of November 26, 2024, among the Company, the Trustee and as paying agent (herein calledthe “Paying Agent”) and The Bank of New York Mellon SA/NV, Dublin Branch, as Senior Debt Security Registrar (the “TwentiethSupplemental Indenture”, and, together with the Senior Indenture, the “Indenture”) to which Indenture and all indenturessupplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunderof the Company, the Trustee and the Holders of the Senior Notes and of the terms upon which the Senior Notes are, and are to be, authenticatedand delivered.This Senior Note is one of the series designatedon the face hereof, initially limited in aggregate principal amount to $750,000,000. The Company may, without the consent of the Holdersof the Senior Notes, issue additional notes having the same ranking and interest rate, maturity date, redemption terms and other termsas the Senior Notes except for the price to the public, issue date and first interest payment date, provided that such additional notesmust be fungible with the outstanding Senior Notes for U.S. federal income tax purposes. Any such Senior Notes, together with this SeniorNote, will constitute a single series of securities under the Indenture. The Senior Notes will initially be issued in the form of oneor more global Senior Notes (each, a “Global Senior Note”). Except as provided in the Indenture, a Global Senior Note shallnot be exchangeable for one or more definitive Senior Notes.The Senior Notes of this series will constitutedirect, unconditional, unsecured and unsubordinated obligations of the Company, as described herein, and will rank pari passu andwithout any preference among themselves and at least pari passu with all of the Company’s other outstanding unsecured andunsubordinated obligations, present and future subject to such exceptions as may be provided by mandatory provisions of applicable law.TheFloating Rate Notes Interest Rate will be equal to the sum of (A) the SOFR Index Average (as defined below), as determined, with respectto each Floating Rate Notes Interest Period (as defined below), on the applicable Floating Rate Notes Interest Determination Date (asdefined below), and (B) 1.060% per annum, provided that the Floating Rate Notes Interest Rate withrespect to any Floating Rate Notes Interest Period shall be subject to a minimum rate per annum of 0.00%, calculated on the basis of a360-day year and the actual number of days elapsed. | C-7 || --- | The firstFloating Rate Notes Interest Payment Date (as defined below) will fall on February 26, 2025.Thereafter, interest on the Senior Notes will be paid quarterly in arrears on February 26,May 26, August 26 and November 26 of each year (togetherwith the first Floating Rate Notes Interest Payment Date, each a “Floating Rate Notes Interest Payment Date”). However,if a Floating Rate Notes Interest Payment Date would fall on a day that is not a Business Day, other than the interest payment datethat is also a redemption date or the Maturity Date, the Floating Rate Notes Interest Payment Date will be postponed to the nextsucceeding day that is a Business Day and interest thereon will continue to accrue, except that if the Business Day falls in thenext succeeding calendar month, the applicable Floating Rate Notes Interest Payment Date will be the immediately preceding BusinessDay. In each such case, except for the Floating Rate Notes Interest Payment Date falling on a redemption date or the Maturity Date,the Floating Rate Notes Interest Periods and the Floating Rate Notes Reset Dates will be adjusted accordingly to calculate theamount of interest payable on the Senior Notes.The FloatingRate Notes Interest Rate will be reset on each Floating Rate Notes Interest Payment Date (together with the initial Floating Rate NotesReset Date, each a “Floating Rate Notes Reset Date”). However, if any Floating Rate Notes Reset Date would otherwise be aday that is not a Business Day, that Floating Rate Notes Reset Date will be postponed to the next succeeding day that is a Business Day,except that if the Business Day falls in the next succeeding calendar month, the applicable Floating Rate Notes Reset Date will be theimmediately preceding Business Day.Interestwill be paid to Holders of record of the Senior Notes in respect of the principal amount thereof outstanding 15 calendar days immediatelypreceding the relevant Floating Rate Notes Interest Payment Date, whether or not a Business Day. If the scheduled maturity date or dateof redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, butinterest on that payment shall not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment.Thefirst interest period will begin on and include November 26, 2024 and will end on and exclude February26, 2025. Thereafter, the interest periods will be the periods from and including a Floating RateNotes Interest Payment Date to but excluding the immediately succeeding Floating Rate Notes Interest Payment Date (together with the initialinterest period, each a “Floating Rate Notes Interest Period”). However, the final Floating Rate Notes Interest Period willbe the period from and including the Floating Rate Notes Interest Payment Date immediately preceding the Maturity Date to but excludingthe Maturity Date.TheCalculation Agent in respect of the Senior Note will determine the Floating Rate Notes Interest Rate for each Floating Rate NotesInterest Period on the fifth U.S. Government Securities Business Day by reference to the SOFR Index Average (as defined below) onthat date (the “Floating Rate Notes Interest Determination Date”). If a tax redemption or Loss AbsorptionDisqualification Event redemption (see Section 11.08 of the Senior Indenture and Section 11.10 of the Senior Indenture assupplemented by the Twentieth Supplemental Indenture) occurs, the Floating Rate Notes InterestDetermination Date will be on the fifth U.S. Government Securities Business Day preceding such tax redemption or Loss AbsorptionDisqualification Event redemption date, as applicable. | C-8 || --- | “U.S.Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and FinancialMarkets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading inU.S. government securities.Subject to the circumstancesdescribed herein, the “SOFR Index Average” for each Floating Rate Notes Interest Period shall be equal to the value of theSOFR rates for each day during the relevant Floating Rate Notes Interest Period as calculated by the Calculation Agent as follows:with the resulting percentagebeing rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 being rounded upwards, where:“dc”for any SOFR Observation Period, means the number of calendar days in the relevant SOFR Observation Period;“SOFR Index” meansthe SOFR Index in relation to any U.S. Government Securities Business Day as published by the NY Federal Reserve on the NY Federal Reserve’sWebsite at the SOFR Determination Time;“SOFR IndexEnd”means the SOFR Index value on the date that is five U.S. Government Securities Business Days preceding the Floating Rate Notes InterestPayment Date relating to such Floating Rate Notes Interest Period (or in the final Floating Rate Notes Interest Period, preceding theMaturity Date) (such date a “SOFR Index Determination Date”); and“SOFR IndexStart”means the SOFR Index value on the date that is five U.S. Government Securities Business Days preceding the first date of the relevantFloating Rate Notes Interest Period (such date a “SOFR Index Determination Date”), and, for the initial Floating Rate NotesInterest Period, the SOFR Index value on November 19, 2024.Subject to the circumstancesdescribed herein, if the SOFR Index is not published on any relevant SOFR Index Determination Date and a SOFR Benchmark Event and itsrelated SOFR Benchmark Replacement Date has not occurred, the “SOFR Index Average” for such Floating Rate Notes Interest Periodshall be calculated by the Calculation Agent on the relevant Floating Rate Notes Interest Determination Date as follows: | C-9 || --- | with the resulting percentagebeing rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 being rounded upwards, where:“d” for any SOFRObservation Period, means the number of calendar days in the relevant SOFR Observation Period;“do”for any SOFR Observation Period, means the number of U.S. Government Securities Business Days in the relevant SOFR Observation Period;“i” means a seriesof whole numbers from one to do, each representing the relevant U.S. Government Securities Business Days in chronological orderfrom (and including) the first U.S. Government Securities Business Day in the relevant SOFR Observation Period;“ni”for any U.S. Government Securities Business Day “i” in the relevant SOFR Observation Period, means the number of calendardays from (and including) such U.S. Government Securities Business Day “i” up to (but excluding) the following U.S. GovernmentSecurities Business Day (“i+1”); and“SOFRi”for any U.S. Government Securities Business Day “i” in the relevant SOFR Observation Period, is equal to SOFR in respect ofthat day “i”.In connection with the SOFRprovisions above, the following definitions apply:“Bloomberg Screen SOFRRATEPage” means the Bloomberg screen designated “SOFRRATE” or any successor page or service; “NY Federal Reserve”means the Federal Reserve Bank of New York;“NY Federal Reserve’sWebsite” means the website of the NY Federal Reserve, currently at www.newyorkfed.org, or any successor website of the NY FederalReserve or the website of any successor administrator of SOFR;“Reuters Page USDSOFR=”means the Reuters page designated “USDSOFR=” or any successor page or service;“SOFR” means,with respect to any day (including any U.S. Government Securities Business Day), the rate determined by the Calculation Agent, as thecase may be, in accordance with the following provisions:(a) theSecured Overnight Financing Rate published at the SOFR Determination Time, as such rate is reported on the Bloomberg Screen SOFRRATE Page,then the Secured Overnight Financing Rate published at the SOFR Determination Time, as such rate is reported on the Reuters Page USDSOFR=or, if no such rate is reported on the Reuters Page USDSOFR=, then the Secured Overnight Financing Rate that appears at the SOFR DeterminationTime on the NY Federal Reserve’s Website; or(b) ifthe rate specified in (a) above does not appear, the SOFR published on the NY Federal Reserve’s Website for the first precedingU.S. Government Securities Business Day for which SOFR was published on the NY Federal Reserve’s Website; | C-10 || --- | “SOFR DeterminationTime” means approximately 3:00 p.m. (New York City time) on the NY Federal Reserve’s Website on the immediately followingU.S. Government Securities Business Day; and“SOFR Observation Period”means, in respect of each Floating Rate Notes Interest Period, the period from (and including) the fifth U.S. Government Securities BusinessDay preceding the first date in such Floating Rate Notes Interest Period to (but excluding) the fifth U.S. Government Securities BusinessDay preceding the Floating Rate Notes Interest Payment Date (or in the final Floating Rate Notes Interest Period, preceding the MaturityDate) for such Floating Rate Notes Interest Period.Notwithstanding the provisionsabove, if a SOFR Benchmark Event and its related SOFR Benchmark Replacement Date occurs when any Floating Rate Notes Interest Rate (orany component part thereof) remains to be determined by reference to the SOFR Benchmark in respect of the Senior Notes, then the Company(or its designee) may, at its sole discretion, appoint and consult with an Independent Adviser, as soon as reasonably practicable, witha view to the Company (or its designee) determining a SOFR Benchmark Replacement and the applicable SOFR Benchmark Replacement AdjustmentSpread and any other amendments to the terms of the Senior Notes, in accordance with the provisions below.In the absence of fraud, theCompany (or its designee) and any Independent Adviser appointed pursuant hereto, as applicable, shall have no liability whatsoever tothe Company, the Trustee, the Calculation Agent, any paying agent or the Holders of the Senior Notes for any determination made by itor for any advice given to the Company (or its designee) in connection with any determination made by the Company (or its designee) pursuanthereto.If the Company (or its designee)has not appointed an Independent Adviser in accordance herewith, the Company (or its designee) may still make any determinations and/orany amendments contemplated by and in accordance herewith (with the relevant provisions herein applying mutatis mutandis to allowsuch determinations or amendments to be made by the Company (or its designee) without consultation with an Independent Adviser). Any determination,decision or election that may be made by the Company (or its designee) pursuant hereto, including any determination with respect to tenor,rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from takingany action or any selection, will be conclusive and binding absent manifest error, will be made in the Company’s (or its designee’s)sole discretion, and, notwithstanding anything to the contrary in the documentation relating to the Senior Notes, shall become effectivewithout consent from the Holders of the Senior Notes or any other party.Subject to the paragraph below,if the Company (or its designee), following consultation with its Independent Adviser, no later than three Business Days prior to theFloating Rate Notes Interest Determination Date relating to the next Floating Rate Notes Interest Period (the “Determination Cut-offDate”) determines the SOFR Benchmark Replacement for the purposes of determining the Floating Rate Notes Interest Rate for all futureFloating Rate Notes Interest Periods (subject to the subsequent operation hereof during any other future Floating Rate Notes InterestPeriods), then such SOFR Benchmark Replacement shall be the SOFR Benchmark for all future Floating Rate Notes Interest Periods (subjectto the subsequent operation hereof during any other future Floating Rate Notes Interest Period(s)). | C-11 || --- | Notwithstanding the aboveparagraph, if the Company (or its designee), following consultation with its Independent Adviser, determines prior to the DeterminationCut-off Date that no SOFR Benchmark Replacement exists then the relevant Floating Rate Notes Interest Rate shall be determined using theSOFR Benchmark last displayed on the relevant page prior to the relevant Floating Rate Notes Interest Determination Date. This paragraphshall apply to the relevant Floating Rate Notes Interest Period only. Any subsequent Floating Rate Notes Interest Period(s) shall be subjectto the subsequent operation of, and adjustment as provided herein.Promptly following the determinationof the SOFR Benchmark Replacement as described herein, the Company (or its designee) shall give notice thereof pursuant hereto to theTrustee, the Calculation Agent, any paying agents and the Holders of the Senior Notes. For the avoidance of doubt, neither the Trustee,the Calculation Agent nor any paying agents shall have any responsibility for making such determination.Subject to receipt of noticepursuant to the above paragraph, the Trustee, the Calculation Agent and any paying agents shall, at the direction and expense of the Company,effect such waivers and consequential amendments to the terms and conditions of the Senior Notes, the Indenture and any other documentas the Company (or its designee), following consultation with its Independent Adviser, determines may be required to give effect to anyapplication hereof, including, but not limited to:(i) changesto the terms and conditions of the Senior Notes which the Company (or its designee), following consultation with its Independent Adviser,determines may be required in order to follow market practice (determined according to factors including, but not limited to, public statements,opinions and publications of industry bodies and organizations) in relation to such SOFR Benchmark Replacement, including, but not limitedto (A) the Business Day, business day convention, day count fraction, Floating Rate Notes Interest Determination Date and/or anyrelevant time applicable to the Senior Notes and (B) the method for determining the fallback to the Floating Rate Notes InterestRate if such SOFR Benchmark Replacement is not available; and(ii) anyother changes which the Company (or its designee), following consultation with its Independent Adviser, determines are reasonably necessaryto ensure the proper operation and comparability to the SOFR Benchmark of such SOFR Benchmark Replacement, which changes shall apply tothe Senior Notes for all future Floating Rate Notes Interest Periods (subject to the subsequent operation hereof). None of the Trustee,the Calculation Agent or any paying agents shall be responsible or liable for any determinations, decisions or elections made by the Company(or its designee) with respect to any waivers or consequential amendments to be effected pursuant hereto or any other changes and shallbe entitled to rely conclusively on any certifications provided to each of them in this regard. | C-12 || --- | No consent of the Holdersof the Senior Notes shall be required in connection with effecting the relevant SOFR Benchmark Replacement as described herein or suchother relevant adjustments pursuant hereto, including for the execution of, or amendment to, any documents or the taking of other stepsby the Company (or its designee) or any of the parties to the Indenture (if required).By its acquisition of theSenior Notes, each Holder and beneficial owner of the Senior Notes and each subsequent holder and beneficial owner acknowledges, accepts,agrees to be bound by, and consents to, the Company’s (or its designee’s) determination of the SOFR Benchmark Replacement,as contemplated hereby, and to any amendment or alteration of the terms and conditions of the Senior Notes, including an amendment ofthe amount of interest due on the Senior Notes, as may be required in order to give effect hereto, without the need for any further consentfrom the Holders of the Senior Notes. The Trustee shall be entitled to rely on this deemed consent in connection with any supplementalindenture or amendment which may be necessary to give effect to the SOFR Benchmark Replacement or any application hereof.By its acquisition of theSenior Notes, each Holder and beneficial owner of the Senior Notes and each subsequent holder and beneficial owner waives any and allclaims in law and/or equity against the Trustee, the Calculation Agent and any paying agent for, agrees not to initiate a suit againstthe Trustee, the Calculation Agent and any paying agent in respect of, and agrees that neither the Trustee, the Calculation Agent or anypaying agent will be liable for, any action that the Trustee, the Calculation Agent or any paying agent, as the case may be, takes, orabstains from taking, in each case in accordance herewith or any losses suffered in connection therewith.Notwithstanding any otherprovision hereof, no SOFR Benchmark Replacement will be adopted, nor will the SOFR Benchmark Replacement Adjustment (as applicable) beapplied, nor will any other amendments to the terms and conditions of the Senior Notes be made, if and to the extent that, in the determinationof the Company, the same could reasonably be expected to result in the exclusion of the Senior Notes (in whole or in part) from the Company’sand/or its subsidiaries’ minimum requirements for (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments,in each case as such minimum requirements are applicable to the Company and/or its subsidiaries and as determined in accordance with,and pursuant to, the relevant Loss Absorption Regulations.“Corresponding Tenor”with respect to a SOFR Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding BusinessDay adjustment) as the applicable tenor for the then-current SOFR Benchmark;“Independent Adviser”means an independent financial institution of international repute or an independent financial adviser with appropriate expertise appointedby the Company hereunder;“ISDA” means theInternational Swaps and Derivatives Association, Inc. or any successor; | C-13 || --- | “ISDA Definitions”means the 2006 ISDA Definitions, as published by ISDA, as amended, supplemented or replaced from time to time;“ISDA Fallback Rate”means the rate to be effective upon the occurrence of a SOFR Index Cessation Event according to (and as defined in) the ISDA Definitions,where such rate may have been adjusted for an overnight tenor, but without giving effect to any additional spread adjustment to be appliedaccording to such ISDA Definitions;“ISDA Spread Adjustment”means the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative valueor zero) that shall have been selected by ISDA as the spread adjustment that would apply to the ISDA Fallback Rate;“Relevant GovernmentalBody” means the Board of Governors of the Federal Reserve System and/or the NY Federal Reserve or a committee officially endorsedor convened by the Board of Governors of the Federal Reserve System and/or the NY Federal Reserve, or any successor;“SOFR Benchmark”means, initially, the SOFR Index Average, provided that if a SOFR Benchmark Event has occurred with respect to the SOFR Index Averageor the then-current SOFR Benchmark, then “SOFR Benchmark” means the applicable SOFR Benchmark Replacement;“SOFR Benchmark Event”means the occurrence of one or more of the following events with respect to the then-current SOFR Benchmark (including the daily publishedcomponent used in the calculation thereof):(1) apublic statement or publication of information by or on behalf of the administrator of the SOFR Benchmark (or such component) announcingthat such administrator has ceased or will cease to provide the SOFR Benchmark (or such component), permanently or indefinitely, providedthat, at the time of such statement or publication, there is no successor administrator that will continue to provide the SOFR Benchmark(or such component);(2) apublic statement or publication of information by the regulatory supervisor for the administrator of the SOFR Benchmark (or such component),the central bank for the currency of the SOFR Benchmark (or such component), an insolvency official with jurisdiction over the administratorfor the SOFR Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the SOFR Benchmark (orsuch component) or a court or an entity with similar insolvency or resolution authority over the administrator for the SOFR Benchmark(or such component), which states that the administrator of the SOFR Benchmark (or such component) has ceased or will cease to providethe SOFR Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, thereis no successor administrator that will continue to provide the SOFR Benchmark (or such component); or | C-14 || --- | (3) apublic statement or publication of information by the regulatory supervisor for the administrator of the SOFR Benchmark announcing thatthe SOFR Benchmark is no longer representative;“SOFR Benchmark Replacement”means the first alternative set forth in the order below that can be determined by the Company, following consultation with its IndependentAdviser:(a) thesum of (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacementfor the then-current SOFR Benchmark for the applicable Corresponding Tenor and (b) the SOFR Benchmark Replacement Adjustment;(b) thesum of (a) the ISDA Fallback Rate and (b) the SOFR Benchmark Replacement Adjustment; or(c) thesum of (a) the alternate rate that has been selected by the Company, in consultation with the Independent Adviser, as the replacementfor the then-current SOFR Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate as areplacement for the then-current SOFR Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the SOFR BenchmarkReplacement Adjustment;“SOFR Benchmark ReplacementAdjustment” means the first alternative set forth in the order below that can be determined by the Company, following consultationwith its Independent Adviser:(a) thespread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero)that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted SOFR Benchmark Replacement;(b) ifthe applicable Unadjusted SOFR Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Spread Adjustment;(c) thespread adjustment (which may be a positive or negative value or zero) determined by the Company, following consultation with its IndependentAdviser, giving due consideration to any industry accepted spread adjustment, or method for calculating or determining such spread adjustment,for the replacement of the then-current SOFR Benchmark with the applicable Unadjusted SOFR Benchmark Replacement for U.S. dollar-denominatedfloating rate notes at such time;“SOFR Benchmark ReplacementDate” means the earliest to occur of the following events with respect to the then-current SOFR Benchmark (including the daily publishedcomponent used in the calculation thereof):(1) inthe case of clause (1) or (2) of the definition of “SOFR Benchmark Event,” the later of (a) the date of the publicstatement or publication of information referenced therein and (b) the date on which the administratorof the SOFR Benchmark permanently or indefinitely ceases to provide the SOFR Benchmark (or such component); or | C-15 || --- | (2) inthe case of clause (3) of the definition of “SOFR Benchmark Event,” the date of the public statement or publication ofinformation referenced therein; and“Unadjusted SOFR BenchmarkReplacement” means the SOFR Benchmark Replacement excluding the applicable SOFR Benchmark Replacement Adjustment.All calculations of the CalculationAgent, in the absence of manifest error, shall be conclusive for all purposes and binding on the Company, the Trustee, the Paying Agentand on the Holders of the Senior Notes.By its acquisition of Senior Notes or an interesttherein, each holder and beneficial owner of Senior Notes and each subsequent holder and beneficial owner waives any and all claims inlaw and/or equity against the Trustee, the Calculation Agent or any paying agent for, agrees not to initiate a suit against the Trustee,the Calculation Agent and any paying agent in respect of, and agrees that none of the Trustee, the Calculation Agent or any paying agentwill be liable for, any action that the Trustee, the Calculation Agent or any paying agent, as the case may be, takes, or abstains fromtaking, in each case in accordance herewith or any losses suffered in connection therewith.Subject to Section 11.11 of the Indenture and onat least 5 Business Days but no more than 30 Business Days’ prior written notice delivered to the Holders of the Senior Notes (witha copy to the Trustee), the Company may in its sole discretion (but subject to, if and to the extent then required by the Relevant Regulatoror the Loss Absorption Regulations, the Company giving notice to the Relevant Regulator and the Relevant Regulator granting the Companypermission) redeem the Senior Notes, in whole, but not in part, on November 26, 2027 at a redemption price equal to 100% of the principalamount of the Senior Notes plus any accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption.If an Event of Default with respect to the SeniorNotes of this series shall have occurred and be continuing, the Trustee or the Holder or Holders of not less than 25% in aggregate principalamount of the Outstanding Senior Notes of this series may declare the principal amount of, and any accrued interest on and any AdditionalAmounts on, all the Senior Notes to be due and payable immediately, in the manner, with the effect and subject to the conditions providedin the Indenture.Except as otherwise provided in Article 5 of theIndenture, during the continuance of an Event of Default, the Trustee may in its discretion proceed to protect and enforce its rightsand the rights of Holders of Senior Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protectand enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Indenture or in aid of the exerciseof any power granted herein, or to enforce any other legal or equitable right vested in the Trustee by the Indenture or by law, provided,however, that the Company shall not, as a result of the bringing of such judicial proceedings, be required to pay any amount representing or measured by reference to the principal of, orany interest on, the Senior Notes prior to any date on which the principal of, or any interest on, the Senior Notes would have otherwisebeen payable by the Company. | C-16 || --- | If a Default occurs, the Trustee may commence aproceeding for the winding-up of the Company and/or prove in a winding-up of the Company, provided that the Trustee may not, upon theoccurrence of a Default, (except in such winding-up, in accordance with Section 5.01 of the Indenture) declare the principal amount ofany of the Outstanding Senior Notes to be due and payable.Failure to make any payment in respect of thisSenior Note shall not be a Default if such payment is withheld or refused and an Opinion of Counsel is delivered to the Trustee concludingthat such sums were not paid in order to comply with any fiscal or other law or regulation or with the order of any court of competentjurisdiction, provided, however, that the Trustee may by notice to the Company require the Company to take such action (including butnot limited to proceedings for a declaration by a court of competent jurisdiction) as the Trustee may be advised in an Opinion of Counsel,upon which opinion the Trustee may conclusively rely, is appropriate and reasonable in the circumstances to resolve such doubt, in whichcase the Company shall forthwith take and expeditiously proceed with such action and shall be bound by any final resolution of the doubtresulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicablelaw, regulation or order then the provisions of the preceding sentence shall cease to have effect and the payment shall become due andpayable on the expiration of 14 days (in the case of payments under Section 5.03(a) of the Indenture) or seven days (in the case of paymentsunder Section 5.03(b) of the Indenture) after the Trustee gives written notice to the Company informing it of such resolution.Subject to applicable law, no Holder may exerciseor claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect of any amount owed to it bythe Company arising under or in connection with the Senior Notes. The Holders of Senior Notes by their acceptance thereof will be deemedto have waived any right of set-off, counterclaim, combination of accounts, compensation and retention with respect to the Senior Notesor the Senior Indenture (or between the obligations under or in respect of the Senior Notes and any liability owed by a Holder to theCompany) that they might otherwise have against the Company.No remedy against the Company other than as referredto in Article 5 of the Indenture shall be available to the Trustee or the Holders, whether for the recovery of amounts owing in respectof the Senior Notes or under the Indenture or in respect of any breach by the Company of any of its other obligations under or in respectof the Senior Notes or under the Indenture, except that the Trustee and the Holders shall have such rights and powers as they are requiredto have under the Trust Indenture Act. | C-17 || --- | Amounts to be paid on the Senior Notes of this series will bemade without deduction or withholding for, or on account of, any and all present and future income, stamp and other taxes, levies,imposts, duties, charges or fees, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any politicalsubdivision or authority thereof or therein having the power to tax (the “Taxing Jurisdiction”), unless such deductionor withholding is required by law. If at any time a Taxing Jurisdiction requires the Company to make such deduction or withholding,the Company will pay additional amounts with respect to interest only on the Senior Notes of this series (“AdditionalAmounts”) that are necessary in order that the net amounts of interest paid to the Holders, after the deduction orwithholding, shall equal the amounts of interest only which would have been payable on the Senior Notes if the deduction orwithholding had not been required. However, this will not apply to any such tax, levy, impost, duty, charge or fee, whichwould not have been deducted or withheld but for the fact that:(i) the Holder or the beneficial owner of a SeniorNote is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or is physically presentin, the Taxing Jurisdiction or otherwise has some connection with the Taxing Jurisdiction other than the holding or ownership of a SeniorNote, or the collection of any payment of (or in respect of) principal of, or interest or other payments on, any Senior Note,(ii) except in the case of winding-up in theUnited Kingdom, the relevant Senior Note is presented (where presentation is required) for payment in the United Kingdom,(iii) the relevant Senior Note is presented (wherepresentation is required) for payment more than 30 days after the date payment became due or was provided for, whichever is later, exceptto the extent that the Holder would have been entitled to the Additional Amounts on presenting the same for payment at the close of that30 day period,(iv) the Holder or the beneficial owner of therelevant Senior Note or the beneficial owner of any payment of (or in respect of) principal of, or interest or other payments on, theSenior Note failed to comply with a request of the Company or its liquidator or other authorized person addressed to the Holder (x) toprovide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (y) to make any declarationor other similar claim to satisfy any requirement, which in the case of (x) or (y), is required or imposed by a statute, treaty, regulationor administrative practice of the Taxing Jurisdiction as a precondition to exemption from all or part of the tax, levy, impost, duty,charge or fee,(v) the deduction or withholding is imposed byreason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474 of the U.S. Internal Revenue Codeand the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and theUnited Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted or issued inany jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement; or | C-18 || --- | (vi) any combination of clauses (i) through (v)above,nor shall Additional Amounts be paid with respect to interest onlyon the Senior Notes to any Holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such paymentto the extent such payment would be required by the laws of any Taxing Jurisdiction to be included in the income for tax purposes of abeneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not havebeen entitled to such Additional Amounts, had it been the Holder. With respect to any deduction or withholding made by any of the Company,the Trustee, the Paying Agent or another withholding agent from any amount payable on, or in respect of, the Senior Notes in the eventsdescribed in clauses (i) through (vi) above, the amounts so deducted or withheld shall be treated as having been paid to the holder ofthe Senior Notes, and no additional amounts will be paid on account of any such deduction or withholding. None of the Company, the Trustee,the Paying Agent or another withholding agent shall have any liability in connection with their compliance with any such withholding obligationunder applicable law.References herein to the payment of interest onthe Senior Notes shall be deemed to include mention of the payment of Additional Amounts provided for in the foregoing paragraph to theextent that, in such context, Additional Amounts are, were or would be payable under the foregoing provisions.In addition to the Company’s right to redeemthe Senior Notes on November 26, 2027, the Senior Notes of this series are redeemable, as a whole but not in part, at the option of theCompany (subject to, if and to the extent required by the Relevant Regulator or the Loss Absorption Regulations, the Company giving noticeto the Relevant Regulator and the Relevant Regulator granting the Company permission), on not less than 30 nor more than 60 days’notice, on any Payment Date, at a redemption price equal to 100% of the principal amount, together with accrued but unpaid interest, inrespect of the Senior Notes to the date fixed for redemption, if, at any time, the Company shall determine that as a result of a changein or amendment to the laws or regulations of the Taxing Jurisdiction (including any treaty to which such Taxing Jurisdiction is a party),or any change in the application or interpretation of such laws or regulations (including a decision of any court or tribunal) which changeor amendment becomes effective on or after November 26, 2024:(a) in making payment under the Senior Notes theCompany has or will or would on the next Payment Date become obligated to pay Additional Amounts;(b) the payment of interest on the next PaymentDate in respect of the Senior Notes would be treated as a “distribution” within the meaning of Chapter 2 of Part 23 of theCorporation Tax Act 2010 of the United Kingdom (or any statutory modification or re-enactment thereof for the time being); or(c) on the next Payment Date the Company wouldnot be entitled to claim a deduction in respect of such payment of interest in computing its United Kingdom taxation liabilities (or thevalue of such deduction to the Company would be materially reduced). | C-19 || --- | In any case where the Company shall determine that,in accordance with Section 11.08 of the Senior Indenture, it is entitled to redeem the Senior Notes of this series, the Company shallbe required to deliver to the Trustee prior to the giving of any notice of redemption (i) a written legal opinion of independent UnitedKingdom counsel of recognized standing (selected by the Company) in a form satisfactory to the Trustee confirming that the relevant changeor amendment has occurred and that the Company is entitled to exercise its right of redemption and (ii) an Officer’s Certificate,evidencing compliance with such provisions and stating that the Company is entitled to redeem the Senior Notes pursuant to the terms ofthe Senior Notes.The Company may, at the Company’s option(but subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, the Company giving noticeto the Relevant Regulator and the Relevant Regulator granting the Company permission), having given not less than 15 nor more than 30days’ notice to holders, redeem all but not some only of the Senior Notes outstanding at any time at 100% of their principal amounttogether with any accrued but unpaid interest to the date of redemption, if immediately prior to the giving of the notice referred toabove, the Company delivers to the Trustee an Officer’s Certificate stating that a Loss Absorption Disqualification Event has occurred.Any redemption or purchase of Senior Notes (other than redemption on the relevant maturity date), and any modification to the terms ofthe Senior Notes or any indenture relating thereto, is subject to, if and to the extent then required by the Relevant Regulator or theLoss Absorption Regulations, the Company giving notice to the Relevant Regulator and the Relevant Regulator granting the Company permissiontherefor and otherwise to compliance with the Loss Absorption Regulations if and to the extent then required thereunder.If the Company elects to redeem the Senior Notesof this series, the Senior Notes will cease to accrue interest from the date of redemption, provided the redemption price has beenpaid in accordance with the Indenture.Upon payment of (i) the amount of principal (andpremium, if any) so declared due and payable and (ii) accrued and unpaid interest, all of the Company’s obligations in respect ofthe payment of the principal of (and premium, if any), and accrued and unpaid interest on, the Senior Notes of this series shall terminate.Notwithstanding any other agreements, arrangements,or understandings between the Company and any Holder or beneficial owner of the Senior Notes, by purchasing or acquiring the Senior Noteseach Holder (including each beneficial owner) of the Senior Notes acknowledges, accepts, agrees to be bound by and consents to the exerciseof any U.K. bail-in power by the relevant U.K. resolution authority that may result in (i) the reduction or cancellation of all, or aportion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amountof, or interest on, the Senior Notes into shares or other securities or other obligations of the Company or another person (and the issueto or conferral on the holder of such shares, securities or obligations, including by means of amendment, modification or variation ofthe terms of the Senior Notes); and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amountof interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending paymentfor a temporary period; any U.K. bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to giveeffect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. With respect to (i), (ii) and (iii) above,references to principal and interest shall include payments of principal and interest that have become due and payable (including principalthat has become due and payable at the maturity date), but which have not been paid, prior to the exercise of any U.K. bail-in power.Each Holder and each beneficial owner of the Senior Notes further acknowledges and agrees that the rights of the Holders and/or beneficialowners 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-inpower by the relevant U.K. resolution authority. | C-20 || --- | By purchasing or acquiring the Senior Notes, eachHolder and each beneficial owner of the Senior Notes:(i) acknowledges and agrees that noexercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the Senior Notes shall give rise to a defaultor an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default)of the Trust Indenture Act;(ii) to the extent permitted by theTrust Indenture Act, waives any and all claims against the Trustee 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 accordancewith the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes; and(iii) acknowledges and agrees that,upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take anyfurther directions from Holders or beneficial owners of the Senior Notes under Section 5.12 of the Senior Indenture, and (b) neither theSenior Indenture nor the Twentieth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exerciseof any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of theexercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain outstanding (for example,if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Senior Notes), then the Trustee’sduties under the Indenture shall remain applicable with respect to the Senior Notes following such completion to the extent that the Companyand the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Twentieth Supplemental Indenture, unless the Companyand the Trustee agree in writing that a supplemental indenture is not necessary.Each Holder or beneficial owner that acquires itsSenior Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified in the Indenture to the same extent as the Holdersand beneficial owners of the Senior Notes that acquire the Senior Notes upon their initial issuance, including, without limitation, withrespect to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes, including in relation to theU.K. bail-in power. | C-21 || --- | By purchasing or acquiring the Senior Notes, eachHolder and each beneficial owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power as it may be imposedwithout any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Senior Notesand (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such SeniorNotes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the SeniorNotes as it may be imposed, without any further action or direction on the part of such Holder or beneficial owner or the Trustee.No repayment of the principal amount of the SeniorNotes or payment of interest on the Senior Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevantU.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repaymentor payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom applicable to the Companyand the Group.Upon the exercise of the U.K. bail-in power bythe relevant U.K. resolution authority with respect to the Senior Notes, the Company shall provide a written notice to DTC as soon aspracticable regarding such exercise of the U.K. bail-in power for purposes of notifying Holders of such occurrence. The Company shallalso deliver a copy of such notice to the Trustee for information purposes. Any delay or failure by the Company in delivering the noticesreferred to in this paragraph shall not affect the validity and enforceability of the U.K. bail-in power.The Company’s obligations to indemnify theTrustee in accordance with Section 6.07 of the Indenture shall survive any exercise of the U.K. bail-in power by the relevant U.K. resolutionauthority with respect to the Senior Notes.The Indenture permits, with certain exceptionsas therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holdersof the Senior Notes to be affected thereby by the Company and the Trustee with the consent of the Holders of not less than a majorityin principal amount of the Senior Notes at the time outstanding of each such series. The Indenture also contains provisions permittingthe Holders of a majority in aggregate principal amount of the outstanding Senior Notes, on behalf of the Holders of all Senior Notesof such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indentureand their consequences. Any such consent or waiver by the Holder of this Senior Note shall be conclusive and binding upon such Holderand upon all future Holders of this Senior Note and of any Senior Note issued in exchange herefor or in lieu hereof, whether or not notationof such consent or waiver is made upon this Senior Note. | C-22 || --- | No reference herein to the Indenture and no provisionof this Senior Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay,if and when due and payable, the principal of (and premium, if any) and interest on, this Senior Note at the times, place and rate, andin the coin or currency, herein prescribed.As set forth in, and subject to, the provisionsof the Indenture, no Holder of the Senior Notes will have the right to institute any proceeding with respect to the Indenture, this SeniorNote or any remedy thereunder; provided, however, that such limitations do not apply to a suit instituted by the Holder hereoffor the enforcement of payment of the principal or interest as and when the same shall have become due and payable in accordance withthe terms hereof and the Indenture.No reference herein to the Indenture and no provisionof this Senior Note or of the Indenture shall alter or impair the right of the Holder of this Senior Note, which is absolute and unconditional,to receive payment of the principal of (and premium, if any) and interest on, this Senior Note when due and payable in accordance withthe provisions of this Senior Note and the Indenture.This Senior Note is governed by the laws of theState of New York, except for the waiver of set-off provisions relating to the Senior Notes which are governed by and construed in accordancewith the laws of Scotland.Unless otherwise defined herein,all terms used in this Senior Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. | C-23 || --- | Exhibit 5.1| | CMS Cameron McKenna Nabarro Olswang LLP || --- | --- || Lloyds Banking Group plc 25 Gresham Street London EC2V 7HN | Saltire Court 20 Castle Terrace Edinburgh EH1 2EN || | DX ED 194 EDINBURGH T +44 131 200 8000 F +44 131 200 8888 cms.law || | 26 November 2024 || Your ref | || --- | --- || Our ref | PUAL/STPH/EDN/0X2244.10017 |Dear Ladies and Gentlemen,We haveacted as solicitors in Scotland for Lloyds Banking Group plc (the Company) in connection with the offering by the Company of (i)$1,250,000,000 5.087% Senior Callable Fixed-to-Fixed Rate Notes due 2028 (the 2028 Fixed Rate Notes), of (ii) $1,000,000,000 5.590%Senior Callable Fixed-to-Fixed Rate Notes due 2035 (the 2035 Fixed Rate Notes), and of (iii) $750,000,000 Senior Callable FloatingRate Notes due 2028 (the Floating Rate Notes, and together with the 2028 Fixed Rate Notes and the 2035 Fixed Rate Notes, the Notes)in an underwritten public offering pursuant to underwriting agreements and pricing agreements dated as of 19 November 2024.The Notesare to be issued pursuant to a senior debt securities indenture dated as of 6 July 2010, between the Company and The Bank of New YorkMellon, acting through its London Branch, as trustee, as amended by the First Supplemental Indenture dated as of 6 July 2016 (the SeniorIndenture), as supplemented by a twentieth supplemental indenture dated as of 26 November 2024in respect of the Notes (the Supplemental Indenture, and, together with the Senior Indenture, the Indenture).We, as your solicitors,have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificatesof public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion. For the purposes ofopinion (2) in the next paragraph, we have assumed (i) the genuineness of all signatures and seals, (ii) the conformity to original documents,and completeness, of all documents submitted to us as copies and the authenticity of the originals, and (iii) that all relevant resolutionsof the directors of the Company were duly passed at properly convened meetings, and have not been amended or rescinded.CMS Cameron McKenna NabarroOlswang LLP is a limited liability partnership registered in England and Wales with registration number OC310335. It is a body corporatewhich uses the word “partner” to refer to a member, or an employee or consultant with equivalent standing and qualifications.It is authorised and regulated by the Solicitors Regulation Authority of England and Wales with SRA number 423370. A list of membersand their professional qualifications is open to inspection at the registered office, Cannon Place, 78 Cannon Street, London EC4N 6AF.Members are either solicitors or registered foreign lawyers. VAT registration number: 974 899 925. Further information about the firmcan be found at cms.lawCMS Cameron McKenna NabarroOlswang LLP is a member of CMS Legal Services EEIG (CMS EEIG), a European Economic Interest Grouping that coordinates an organisationof independent law firms. CMS EEIG provides no client services. Such services are solely provided by CMS EEIG’s member firms intheir respective jurisdictions. CMS EEIG and each of its member firms are separate and legally distinct entities, and no such entityhas any authority to bind any other. CMS EEIG and each member firm are liable only for their own acts or omissions and not those of eachother. The brand name “CMS” and the term “firm” are used to refer to some or all of the member firms or theiroffices. Further information can be found at www.cmslegal.comNotice: the firm does notaccept service by e-mail of court proceedings, other processes or formal notices of any kind without specific prior written agreement. On the basis of theforegoing, we advise you that, in our opinion, (1) the Notes have been duly authorised in accordance with the Indenture, and, when theNotes have been (a) executed and authenticated, and (b) delivered and duly paid for by the purchasers thereof, the Notes will constitutevalid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy,insolvency and similar laws affecting creditors' rights generally (including the Banking Act 2009 and any secondary legislation, instrumentsor orders made, or which may be made, under it) and equitable principles of general applicability, (2) the Senior Indenture and the SupplementalIndenture have been duly authorised by all necessary corporate action on the part of the Company, and, insofar as Scots law governs theformalities of execution and delivery thereof, have been duly executed and delivered by or on behalf of the Company, and (3) subject tothe laws and equitable principles referred to above the Indenture constitutes valid and binding obligations of the Company, enforceableagainst the Company in accordance with its terms.The foregoing opinionis limited to the laws of Scotland. We have made no investigation of the laws of any jurisdiction other than Scotland and neither expressnor imply any opinion as to any other laws and in particular the laws of the State of New York and the Federal laws of the United Statesof America and our opinion is subject to such laws including the matters stated in the opinion of Davis Polk & Wardwell London LLP.The laws of the State of New York are the chosen governing law of the Notes and the Indenture and we have assumed that the Notes and theIndenture constitute valid, binding and enforceable obligations of the Company, enforceable against the Company in accordance with theirterms, under such laws.We hereby consent tothe filing of this opinion as an exhibit to a report on Form 6-K to be filed by the Company on the date hereof. In giving this consent,we do not admit that we are in the category of persons whose consent is required under Section 7 of the US Securities Act of 1933, asamended.This opinion is renderedsolely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon byor furnished to any other person without our prior written consent, except that it may be disclosed (on a non-reliance basis) to affiliatesof the Company.Yours faithfully/s/ CMS Cameron McKenna Nabarro Olswang LLPCMS Cameron McKennaNabarro Olswang LLP | 2 || --- | Exhibit 5.2***| | draft || --- | --- || Davis Polk & Wardwell London llp 5 Aldermanbury Square London EC2V 7HR davispolk.com | || November 26, 2024 || --- || Lloyds Banking Group plc 26 Gresham Street London EC2V 8HN United Kingdom |Ladies and Gentlemen:We have acted as special United States counsel for Lloyds Banking Groupplc, a public limited company organized under the laws of Scotland (the “Company”), in connection with the Company’soffering of $1,250,000,000 aggregate principal amount of the Company’s 5.087% Senior Callable Fixed-to-Fixed Rate Notes due 2028(the “2028 Fixed Rate Notes”), $1,000,000,000 aggregate principal amount of the Company’s 5.590% Senior CallableFixed-to-Fixed Rate Notes due 2035 (the “2035 Fixed Rate Notes”) and $750,000,000 aggregate principal amount of theCompany’s Senior Callable Floating Rate Notes due 2028 (the “Floating Rate Notes”, together with the 2028 FixedRate Notes and the 2035 Fixed Rate Notes, the “Securities”), in an underwritten public offering pursuant to (i) theUnderwriting Agreements dated November 19, 2024 (the “Base Underwriting Agreements”) and (ii) the Pricing Agreementsdated as of November 19, 2024 (the “Pricing Agreements” and, together with the Base Underwriting Agreements, the “UnderwritingAgreements”). The Securities are to be issued pursuant to the provisions of the senior debt securities indenture dated as ofJuly 6, 2010, as amended by the First Supplemental Indenture dated as of July 6, 2016 (the “Senior Indenture”) betweenthe Company and The Bank of New York Mellon, acting through its London Branch, as trustee (the “Trustee”), as supplementedby the twentieth supplemental indenture dated as of the date hereof among the Company, the Trustee, The Bank of New York Mellon, actingthrough its London Branch, as paying agent and The Bank of New York Mellon SA/NV, Dublin Branch, as senior debt security registrar (the“Senior Debt Security Registrar”) (the “Twentieth Supplemental Indenture” and, together with theSenior Indenture, the “Indenture”).We, as your counsel, have examined originals or copies of such documents,corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose ofrendering this opinion.In rendering the opinions expressed herein, we have, without independentinquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submittedto us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) allnatural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials andofficers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of factin the documents that we reviewed were and are accurate.DavisPolk & Wardwell London LLP is a limited liability partnership formed under the laws of the State of New York, USA and is authorisedand regulated by the Solicitors Regulation Authority with registration number 566321.Davis Polk includes Davis Polk & Wardwell LLP and its associated entities | | draft || --- | --- || Lloyds Banking Group plc | | Based upon the foregoing, and subject to the additional assumptionsand qualifications set forth below, we advise you that, in our opinion:| (1) | Assuming that the Senior Indenture and the Twentieth Supplemental Indenture have been duly authorized, executed and delivered by the Company insofar as Scots law is concerned, the Senior Indenture and the Twentieth Supplemental Indenture have been duly executed and delivered by the Company, and assuming that the Senior Indenture and the Twentieth Supplemental Indenture have been duly authorized, executed and delivered by each of the Company, the Trustee and the Senior Debt Security Registrar and that each of the Company, the Trustee and the Senior Debt Security Registrar has full power, authority and legal right to enter into and perform its obligations thereunder, the Senior Indenture and the Twentieth Supplemental Indenture constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their terms, provided that we express no opinion as to the validity, legally binding effect or enforceability (i) of any provision expressed to be governed by Scots law or (ii) of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Securities to the extent determined to constitute unearned interest; and || --- | --- || (2) | Assuming that the Securities have been duly authorized, executed and delivered by the Company insofar as Scots law is concerned, the Securities, when authenticated in accordance with the terms of the Indenture and delivered and paid for in accordance with the terms of the Underwriting Agreements, will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture, enforceable against the Company in accordance with their terms, provided that we express no opinion as to the validity, legally binding effect or enforceability (i) of any provision expressed to be governed by Scots law or (ii) of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Securities to the extent determined to constitute unearned interest. || --- | --- |Our opinions in paragraphs (1) and (2) are subject to (i) the effectsof applicable bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights generally, concepts of reasonablenessand equitable principles of general applicability and (ii) possible judicial or regulatory actions giving effect to governmental actionsor foreign laws affecting creditors’ rights.We express no opinion with respect to the provisions in the Securitiesrelating to the acknowledgement of and consent to the exercise of any U.K. bail-in power (as defined therein) or Section 3.16 of the TwentiethSupplemental Indenture.We are members of the Bar of the State of New York, and the foregoingopinion is limited to the laws of the State of New York and the federal laws of the United States, except that we express no opinion asto any law, rule or regulation that is applicable to the Company, the Documents or the transactions contemplated thereby solely becausesuch law, rule or regulation is part of a regulatory regime applicable to any party to any of the Documents or any of its affiliates dueto the specific assets or business of such party or such affiliate. Insofar as the foregoing opinion involves matters governed by Scotslaw, we have relied, without independent inquiry or investigation, on the opinion of CMS Cameron McKenna Nabarro Olswang LLP, speciallegal counsel in Scotland for the Company, dated as of November 26, 2024, to be filed as an exhibit to a report on Form 6-K concurrentlywith this opinion. | November 26, 2024 | 2 || --- | --- | | | draft || --- | --- || Lloyds Banking Group plc | | We hereby consent to the filing of this opinion as an exhibit to a reporton Form 6-K to be filed by the Company on the date hereof. In giving this consent, we do not admit that we are in the category of personswhose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended.Very truly yours,/s/ Davis Polk & Wardwell London LLP | November 26, 2024 | 3 || --- | --- |*

LYG 6-K