LYG 0000950103-25-007385 6-K Filing: Jun 13, 2025

FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

For June 13, 2025

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 4.818% Senior Callable Fixed to Fixed Rate Notes due 2029, (ii) $500,000,000 aggregate principal amount of Senior Callable Floating Rate Notes due 2029 and (iii) $1,250,000,000 aggregate principal amount of 6.068% Fixed Rate Reset Dated Subordinated Tier 2 Notes due 2036, Lloyds Banking Group plc is filing the following documents solely for incorporation into the Registration Statement on Form F-3ASR (File No. 333-287829):

Exhibit List

Exhibit No.	Description
4.1	Twenty-First 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 June 13, 2025
4.2	Eleventh Supplemental Indenture to the Subordinated 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 subordinated debt security registrar, dated as of June 13, 2025
5.1	Opinion of CMS Cameron McKenna Nabarro Olswang LLP in connection with 4.818% Senior Callable Fixed to Fixed Rate Notes due 2029 and Senior Callable Floating Rate Notes due 2029
5.2	Opinion of CMS Cameron McKenna Nabarro Olswang LLP in connection with 6.068% Fixed Rate Reset Dated Subordinated Tier 2 Notes due 2036
5.3	Opinion of Davis Polk & Wardwell London LLP in connection with 4.818% Senior Callable Fixed to Fixed Rate Notes due 2029 and Senior Callable Floating Rate Notes due 2029
5.4	Opinion of Davis Polk & Wardwell London LLP in connection with 6.068% Fixed Rate Reset Dated Subordinated Tier 2 Notes due 2036

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>(Registrant)
Dated:	June 13, 2025	By:	/s/ Kristofer Middleton
			Name:	Kristofer Middleton
			Title:	Head of Term Issuance and Capital Structuring

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

_______________________________________

TWENTY-FIRST SUPPLEMENTAL INDENTURE

dated as of June 13, 2025

THE SENIOR DEBT SECURITIES INDENTURE

dated as of July 6, 2010

_______________________________________

TWENTY-FIRST SUPPLEMENTAL INDENTURE (“Twenty-FirstSupplemental Indenture”), dated as of June 13, 2025, among 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 Twenty-First 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 Twenty-First 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 Twenty-First 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 4.818% Senior Callable Fixed-to-Fixed Rate Notes due 2029 (the “Fixed Rate Notes”) and $500,000,000 Senior Callable Floating Rate Notes due 2029 (the “FloatingRate 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 Twenty-First Supplemental Indenture and whereas all actions required by it to be taken in order to make this Twenty-First 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 Twenty-First Supplemental Indenture has been duly authorized in all respects; and

WHEREAS, where indicated, this Twenty-First 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 Twenty-First Supplemental Indenture, the terms of this Twenty-First Supplemental Indenture shall govern.

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

Article 1

DEFINITIONS

Section 1.01. Definitionof Terms. For all purposes of this Twenty-First Supplemental Indenture:

(a) a term defined anywhere in this Twenty-First 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 Twenty-First 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 Twenty-First Supplemental Indenture shall be deemed to include any supplements or amendments thereto; and

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

Article 2

FORM OF SECURITIES

Section 2.01. Termsof the Fixed Rate Notes.

(a) The title of the Fixed Rate Notes shall be the “4.818% Senior Callable Fixed-to-Fixed Rate Notes due 2029”;

(b) The aggregate principal amount of the 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 Fixed Rate Notes shall be issued in global registered form on June 13, 2025 (the “Issue Date”).

During the period from, and including, the Issue Date to, but excluding June 13, 2028 (the “Initial Fixed Rate Period”), interest shall accrue from the Issue Date at a fixed rate of 4.818% per annum. Interest accrued during the Initial Fixed Rate Period shall be payable semi-annually in arrears on June 13 and December 13 of each year (each, a “Fixed Rate Interest Payment Date”), commencing on December 13, 2025.

During the period from, and including, June 13, 2028 (the “Reset Date”) to, but excluding, June 13, 2029 (the “Reset Fixed Rate Period”), interest shall accrue at a fixed annual rate equal to the 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 83 basis points (0.830%). Interest accrued during the Reset Fixed Rate Period shall be payable semi-annually in arrears on December 13, 2028 and June 13, 2029 (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 Fixed Rate Notes shall be 15 calendar days immediately preceding the relevant 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.

“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 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 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.

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 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 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 Fixed Rate Notes or an interest therein, each Holder and beneficial owner of 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.

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 Fixed Rate Notes and the Indenture.

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

(f) Principal of and any interest on the 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 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 Fixed Rate Notes, in whole, but not in part, on June 13, 2028 at a redemption price equal to 100% of the principal amount of the Fixed Rate Notes being redeemed plus accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption, as provided in the Senior Indenture;

(h) The Fixed Rate Notes are redeemable pursuant to Section 11.08 of the Indenture. In connection with any redemption of the Fixed Rate Notes pursuant to Section 11.08 of the Indenture, the date referenced therein shall be June 13, 2025;

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

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

(l) The 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 Fixed Rate Notes shall be denominated in, and payments thereon shall be made in, Dollars;

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

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

(q) The calculation agent (the “Calculation Agent”) for the 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 June 13, 2025;

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

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

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

Section 2.02. Termsof the Floating Rate Notes.

(a) The title of the Floating Rate Notes shall be the “Senior Callable Floating Rate Notes due 2029”;

(b) The aggregate principal amount of the Floating Rate Notes that may be authenticated and delivered under the Indenture shall not exceed $500,000,000, except as otherwise provided in the Indenture;

(d) The Floating Rate Notes shall be issued in global registered form on June 13, 2025 (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 September 13, 2025. Thereafter, interest on the Floating Rate Notes will be paid quarterly in arrears on March 13, June 13, September 13 and December 13 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.

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 June 13, 2025 and will end on and exclude September 13, 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 Twenty-First 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.

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 June 10, 2025.

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;

“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.

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.

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).

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;

“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;

“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

(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;

(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 June 13, 2028 at a redemption price equal to 100% of the principal amount of the Floating Rate Notes plus 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 June 13, 2025;

(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, 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 June 13, 2025;

(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 B 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. Additionof 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.

“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 a 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 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).

“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 in such circumstances.

“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” means the Company’s 4.818% Senior Callable Fixed-to-Fixed Rate Notes due 2029 and Senior Callable Floating Rate Notes due 2029.

“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. Deletionof 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. Amendmentof 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:

“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.

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 thereon, if any, 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. Eventsof 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. Accelerationof 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 (on behalf of the Holders) or the Holders.

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.

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.

No remedy against the Company other than as referred to in this Article 5 shall be available to the Trustee (on behalf of the Holders) 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. Deletionof Satisfaction and Discharge Provisions. With respect to the Securities only, Article 4 of the Senior Indenture is deleted in its entirety.

Section 3.12. Compensationand 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 Twenty-First 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. *CertainRights 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.

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. CertainRights 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. Agreementwith Respect to Exercise of U.K. Bail-In Power. The following provisions relate solely to the Securities established pursuant to this Twenty-First Supplemental Indenture:

(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 Twenty-First 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 Twenty-First Supplemental Indenture, unless the Company and the Trustee agree in writing that a supplemental indenture is not necessary.

(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) Neither a reduction or cancellation, in part or in full, of the principal amount of, or interest on, the Securities or the conversion thereof into another security or obligation of the Company or another person, as a result of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Company, nor the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Securities will be a Default or an Event of Default for any purpose.

(g) 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.

(h) 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. Redemptionof 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:

Section 11.09. Optional Redemption.

Subject to Section 11.11 and on at least 5 Business Days’, but no more than 30 Business Days’, prior written notice delivered to the Holders of the Fixed Rate Notes (with a copy to the Trustee), the Company may, at the Company’s option and 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 Fixed Rate Notes, in whole, but not in part, on June 13, 2028, at a Redemption Price equal to 100% of the principal amount of the Fixed Rate Notes being redeemed together with accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption.

Subject to Section 11.11 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, at the Company’s option and 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 June 13, 2028, at a Redemption Price equal to 100% of the principal amount of the Floating Rate Notes being redeemed together with accrued and 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 less than 15 nor more than 30 days’ notice to holders, redeem all but not some of a series of Securities outstanding at any time at 100% of their principal amount together with accrued but unpaid interest thereon, if any, to the date of redemption, if immediately prior to the giving of the notice referred to above, the Company delivers to the Trustee an Officer’s Certificate stating that a Loss Absorption Disqualification Event has occurred. The Trustee shall be entitled to accept such Officer’s Certificate without any further inquiry and without liability to any person, in which event such Officer’s Certificate shall be conclusive and binding on the Trustee and the Holders and beneficial owners.

Section 11.11. Conditions to Redemptionand Repurchase, etc.

Notwithstanding anything herein to the contrary, any redemption or purchase of Securities (other than redemption on the relevant Maturity Date), and any modification to the terms of the Securities or any indenture relating thereto, is 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 therefor and otherwise to compliance with the Loss Absorption Regulations if and to the extent then required thereunder.

Section 3.18. AdditionalAmounts. With respect to the Securities only, Section 10.04 of the Senior Indenture is hereby amended and restated in its entirety as follows:

Section 10.04. Additional Amounts.

Amounts to be paid on any series of Senior Debt Securities 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 imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or authority thereof or therein having the power to tax (the “Taxing Jurisdiction”), unless such deduction or 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 Debt Securities (“AdditionalAmounts”) that are necessary in order that the net amounts of interest paid to the Holders of Senior Debt Securities of the particular series, after the deduction or withholding, shall equal the amounts of interest only which would have been payable on the Senior Debt 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 or the beneficial owner of the relevant Senior Debt Security is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or is physically present in, the Taxing Jurisdiction or otherwise has some connection with the Taxing Jurisdiction other than the holding or ownership of the relevant Senior Debt Security, or the collection of any payment of (or in respect of) principal of, or any interest, or other payment on, any Senior Debt Security of the relevant series,

(ii) except in the case of winding-up in the United Kingdom, the relevant Senior Debt Security is presented (where presentation is required) for payment in the United Kingdom,

(iii) the relevant Senior Debt Security is presented (where presentation is required) for payment more than 30 days after the date payment became due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to the Additional Amounts on presenting the same for payment at the close of that 30 day period,

(iv) the Holder or the beneficial owner of the relevant Senior Debt Security or the beneficial owner of any payment of (or in respect of) principal of or any interest or other payment on, the relevant Senior Debt Security failed to comply with a request of the Company or its liquidator or other authorized person addressed to the Holder (x) to provide information concerning the nationality, residence or identity of the Holder 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 precondition to exemption from all or part of the tax, levy, impost, duty, charge or fee,

(v) the deduction or withholding is imposed by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement, or

(vi) any combination of subclauses (i) through (v) above,

nor shall Additional Amounts be paid with respect to any interest only on the Senior Debt Securities to any Holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of any Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been 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 Debt Securities in the events described in clauses (i) through (vi) above, the amounts so deducted or withheld shall be treated as having been paid to the holder of the Senior Debt Securities, 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 obligation under applicable law.

Whenever in this Senior Debt Securities Indenture there is mentioned, in any context, the payment of interest on, in respect of, any Senior Debt Security of any series such mention shall 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 mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made. Upon request from the Trustee or a paying agent, the Company shall provide information reasonably necessary and readily available in order to enable to the Trustee or paying agent to determine whether any withholding obligations under FATCA apply. Neither the Company, the Trustee or a paying agent shall have any liability in connection with the Company’s or Trustee’s or paying agent’s compliance with any such withholding obligation under applicable law.

Section 3.19. SeniorDebt Security Registrar. With respect to the Securities only, for the avoidance of doubt, notwithstanding Section 3.05 of the Senior Indenture, the Senior Debt Security Registrar shall be The Bank of New York Mellon SA/NV, Dublin Branch, Riverside 2, Sir John Rogerson’s Quay, Grand Canal Dock, Dublin 2, Ireland. The Senior Debt Security Registrar shall maintain the Senior Debt Security Register for the Securities at its office in Dublin, Ireland.

Section 3.20. PayingAgent. With respect to the Securities only, Section 3.01(f) of the Senior Indenture is amended and restated in its entirety and shall read as follows:

(f) the place or places where the principal of (and premium, if any) and any interest on Senior Debt Securities of the series shall be payable, and the Paying Agent or Paying Agents who shall be authorized to pay principal of (and premium, if any) and interest on Senior Debt Securities of such series;

Article 4

MISCELLANEOUS

Section 4.01. Effectof Supplemental Indenture. Upon the execution and delivery of this Twenty-First Supplemental Indenture by each of the Company and the Trustee, and the delivery of the documents referred to in Section 4.02 herein, the Senior Indenture shall be supplemented in accordance herewith, and this Twenty-First Supplemental Indenture shall form a part of the Senior Indenture for all purposes in respect of the Securities or otherwise as applicable.

Section 4.02. OtherDocuments to be Given to the Trustee. The Trustee shall be entitled to receive an Officer’s Certificate and an 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 and valid obligation of the Company enforceable in accordance with its terms. As specified in Section 9.03 of the Senior Indenture and subject to the provisions of Section 6.03 of the Senior Indenture, the Trustee shall also be entitled to receive an Opinion of Counsel stating that that this Twenty-First Supplemental Indenture is authorized or permitted by the Indenture, and the Twenty-First Supplemental Indenture and the Securities whose terms are incorporated by reference herein are each, subject to 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 or affecting creditor’s rights generally, by equitable principles of general applicability and by possible judicial actions giving effect to governmental actions or foreign laws affecting creditors’ rights, and the Twenty-First Supplemental Indenture is permitted under the Indenture. The Trustee may rely on such Officer’s Certificate and Opinion of Counsel as conclusive evidence that this Twenty-First Supplemental Indenture complies with the applicable provisions of the Senior Indenture.

Section 4.03. Confirmationof Indenture. The Senior Indenture, as supplemented by this Twenty-First Supplemental Indenture with respect to the Securities or otherwise as applicable, is in all respects ratified and confirmed, and the Senior Indenture, this Twenty-First Supplemental 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 Twenty-First Supplemental Indenture constitutes an integral part of the Senior Indenture and, where applicable, with respect to the Securities. In the event of a conflict between the terms and conditions of the Senior Indenture and the terms and conditions of this Twenty-First Supplemental Indenture, the terms and conditions of this Twenty-First Supplemental Indenture shall prevail where applicable.

Section 4.04. Concerningthe Trustee. The Trustee does not make any representations as to the validity or sufficiency of this Twenty-First Supplemental 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 Twenty-First Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Senior Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee.

Section 4.05. GoverningLaw. This Twenty-First Supplemental Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York, except that the waiver of set-off provisions set forth in the third paragraph of Section 5.03 of the Indenture, shall be governed by and construed in accordance with the laws of Scotland, and that the authorization and execution by the Company of this Twenty-First Supplemental Indenture and the Securities shall be governed by (in addition to the laws of the State of New York relevant to execution) the respective jurisdictions of the Company, the Trustee and the Senior Debt Security Registrar, as the case may be.

Section 4.06. Separability. In case any provision contained in this Twenty-First 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 Twenty-First 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, agreement or document related to this Twenty-First Supplemental Indenture shall include electronic signatures (including, without limitation, DocuSign and Adobe Acrobat Sign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

Section 4.08. ConcerningU.K. Bail-in Liability. Notwithstanding and to the exclusion of any other term of this Twenty-First Supplemental Indenture or the Senior Indenture or any other agreements, arrangements, or understanding between the Company and the Trustee, the Trustee acknowledges and accepts that a U.K. Bail-in Liability arising under this Twenty-First Supplemental Indenture may be subject to the exercise of 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 Liability of the Company to the Trustee under this Twenty-First Supplemental Indenture or the Senior Indenture, that (without limitation) may include and 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 Company or 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 Twenty-First 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-inRelating to BRRD Party. Notwithstanding any other term of this Twenty-First Supplemental Indenture or any other agreements, arrangements, or understanding between the parties, each counterparty to a BRRD Party under this Twenty-First 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 BRRD Party to it under this Twenty-First Supplemental Indenture, that (without limitation) may include and result in any of the following, or some combination thereof:

(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 BRRD Party 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 Twenty-First 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]

IN WITNESS WHEREOF, the parties hereto have caused this Twenty-First Supplemental Indenture to be duly executed as of the date first written above.

LLOYDS BANKING GROUP PLC
By:	/s/ Kristofer Middleton
	Name:	Kristofer Middleton
	Title:	Head of Term Issuance and Capital Structuring

[Signature Page to Supplemental Indenture]

THE BANK OF NEW YORK MELLON,<br><br> <br>acting through its London Branch, as Trustee and as Paying Agent
By:	/s/ Colin Lamb
	Name:	Colin Lamb
	Title:	Authorised Signatory
THE BANK OF NEW YORK MELLON SA/NV, DUBLIN BRANCH,<br><br> <br>as Senior Debt Security Registrar
---	---	---
By:	/s/ Colin Lamb
	Name:	Colin Lamb
	Title:	Authorised Signatory

[Signature Page to Supplemental Indenture]

EXHIBIT A

FORM OF SENIOR CALLABLE FIXED-TO-FIXED RATEGLOBAL NOTE

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, 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 DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE 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.

A-1

CUSIP No. 539439 BD0

ISIN No. US539439BD02

Common Code: 309617622

LLOYDS BANKING GROUP plc

4.818% SENIOR CALLABLE FIXED-TO-FIXED RATE NOTE DUE 2029

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 promises to pay to CEDE & CO., or registered assigns, the principal sum of $[·] ([·] Dollars) on June 13, 2029 (the “Maturity Date”) or on such earlier date as the principal hereof may become due in accordance with the terms hereof and to pay interest thereon (i) from, and including, the date of issuance hereof to, but excluding, June 13, 2028, semi-annually in arrears on the Fixed Rate Interest Payment Dates (as defined on the reverse hereof) and (ii) from, and including, June 13, 2028 to, but excluding, June 13, 2029, semi-annually in arrears on the Reset Rate Interest Payment Dates (as defined in the reverse hereof). Interest so payable on any Interest Payment Date (as defined on the reverse hereof) shall be paid to the Holder in whose name this Security 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 Company fails to pay any installment of interest on this Security on or before its Interest Payment Date and such failure continues for 14 days or (ii) the Company fails to pay all or any part of the principal of this Security 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 the winding up of the Company, provided that the Trustee may not, upon the occurrence of a Default, declare the principal amount of any of the Outstanding Securities to be due and payable.

As set forth on the reverse hereof, interest shall accrue on this Security from day to day from the date of issuance hereof until the principal amount hereof is paid or made available for payment.

Payments of interest on this Security shall be 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 actual number of days elapsed in such period.

A-2

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner of such Security for the purpose of receiving payment of principal and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this Security shall not be entitled to 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 Security, by purchasing or acquiring this Security, each Holder (including each beneficial owner) of this Security 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.

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 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 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) 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. 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 this Security to be duly executed.

Dated:

LLOYDS BANKING GROUP PLC
Name:
Title:

[Global Note Signature Page]

A-5

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.

Dated:

THE BANK OF NEW YORK MELLON,<br><br> <br>acting through its London Branch, as Trustee
By:
	Authorized Signatory

[Global Note Signature Page]

A-6

[REVERSE OF SECURITY]

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”) issued and to be issued in one or more series under a Senior Debt Securities Indenture, dated as of July 6, 2010, as amended by the First Supplemental Indenture dated as of July 6, 2016 (herein called the “Senior Indenture”), among the Company, as issuer, and The Bank of New York Mellon, acting through its London Branch as trustee (herein called the “Trustee,” which term includes any successor trustee under the Senior Indenture), as supplemented by the Twenty-First Supplemental Indenture dated as of June 13, 2025, among the Company, the Trustee, The Bank of New York Mellon, acting through its London Branch, as paying agent (herein called the “Paying Agent”) and The Bank of New York Mellon SA/NV, Dublin Branch, as Senior Debt Security Registrar (the “Twenty-First Supplemental Indenture”, and, together with the Senior Indenture, the “Indenture”) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.

This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to $1,250,000,000. The Company may, without the consent of the Holders of the Securities, issue additional notes having the same ranking and interest rate, maturity date, redemption terms and other terms as the Securities except for the price to the public, issue date and first interest payment date, provided that such additional notes must be fungible with the outstanding Securities for U.S. federal income tax purposes. Any such Securities, together with this Security, will constitute a single series of securities under the Indenture. The Securities will initially be issued in the form of one or more global Securities (each, a “Global Security”). Except as provided in the Indenture, a Global Security shall not be exchangeable for one or more definitive Securities.

The Securities of this series will constitute direct, unconditional, unsecured and unsubordinated obligations of the Company, as described herein, and will rank pari passu and without any preference among themselves and at least pari passu with all of the Company’s other outstanding unsecured and unsubordinated obligations, present and future subject to such exceptions as may be provided by mandatory provisions of applicable law.

During the period from, and including, June 13, 2025 to, but excluding, June 13, 2028 (the “Initial Fixed Rate Period”), interest shall accrue from the Issue Date at a fixed rate of 4.818% per annum. Interest accrued during the Initial Fixed Rate Period shall be payable semi-annually in arrears on June 13 and December 13 of each year (each, a “Fixed Rate Interest Payment Date”), commencing on December 13, 2025.

A-7

During the period from, and including, June 13, 2028 (the “Reset Date”) to, but excluding, June 13, 2029 (the “Reset Fixed Rate Period”), interest shall accrue at a fixed annual rate equal to the 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 83 basis points (0.830%). Interest accrued on the Securities during the Reset Fixed Rate Period will be payable semi-annually in arrears on December 13, 2028 and June 13, 2029 (each a “Reset Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates”).

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.

“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 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 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 (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 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 securities dealers, and their respective successors, or (ii) market makers in pricing corporate bond issues denominated in Dollars.

A-8

“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 case as a percentage of its principal amount, at 11:00 a.m. (New York City time), on the Reset Determination Date.

“Reset Determination Date” 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.

The U.S. Treasury Rate shall be determined by The Bank of New York Mellon, London Branch as calculation agent (the “Calculation Agent”).

A-9

The interest rate on the Securities 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 Securities or an interest therein, each holder and beneficial owner of Securities 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 herewith or any losses suffered in connection therewith.

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 Securities (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 Securities, in whole, but not in part, on June 13, 2028 at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption.

If an Event of Default with respect to the Securities of this series shall have occurred and be continuing, the Trustee or the Holder or Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of, and any accrued interest on and any Additional Amounts on, all the Securities to be due and payable immediately, in the manner, with the effect and subject to the conditions provided in the Indenture.

Except as otherwise provided in Article 5 of the Indenture, 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 Holders of Securities 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 the 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 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, or any interest on, the Securities prior to any date on which the principal of, or any interest on, the Securities would have otherwise been payable by the Company.

A-10

If a Default occurs, 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, 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 Securities to be due and payable.

Failure to make any payment in respect of this Security shall not be a Default if such payment is withheld or refused and an Opinion of Counsel is delivered to the Trustee 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) of the Indenture) or seven days (in the case of payments under 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 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 Securities. The Holders of 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 Securities or the Indenture (or between the obligations under or in respect of the Securities and any liability owed by a Holder to the Company) that they might otherwise have against the Company.

No remedy against the Company other than as referred to in Article 5 of the Indenture shall be available to the Trustee (on behalf of the Holders) or the Holders, whether for the recovery of amounts owing in respect of the Securities or under the Indenture or in respect of any breach by the Company of any of its other obligations under or in respect of the Securities or under the 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.

A-11

Amounts to be paid on the Securities of this series 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 imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or authority thereof or therein having the power to tax (the “Taxing Jurisdiction”), unless such deduction or 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 Securities of this series (“Additional Amounts”) that are necessary in order that the net amounts of interest paid to the Holders, after the deduction or withholding, shall equal the amounts of interest only which would have been payable on the 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 or the beneficial owner of a Security is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or is physically present in, the Taxing Jurisdiction or otherwise has some connection with the Taxing Jurisdiction other than the holding or ownership of a Security, or the collection of any payment of (or in respect of) principal of, or interest or other payments on, any Security,

(ii) except in the case of winding-up in the United Kingdom, the relevant Security is presented (where presentation is required) for payment in the United Kingdom,

(iii) the relevant Security is presented (where presentation is required) for payment more than 30 days after the date payment became due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to the Additional Amounts on presenting the same for payment at the close of that 30 day period,

(iv) the Holder or the beneficial owner of the relevant Security or the beneficial owner of any payment of (or in respect of) principal of, or interest or other payments on, the Security failed to comply with a request of the Company or its liquidator or other authorized person addressed to the Holder (x) to provide information concerning the nationality, residence or identity of the Holder or such 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 precondition to exemption from all or part of the tax, levy, impost, duty, charge or fee,

(v) the deduction or withholding is imposed by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted or issued in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement; or

(vi) any combination of clauses (i) through (v) above,

A-12

nor shall Additional Amounts be paid with respect to interest only on the Securities to any Holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of any Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been 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 Securities in the events described in clauses (i) through (vi) above, the amounts so deducted or withheld shall be treated as having been paid to the holder of the Securities, 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 obligation under applicable law.

References herein to the payment of interest on the Securities shall be deemed to include mention of the payment of Additional Amounts provided for in the foregoing paragraph to the extent that, in such context, Additional Amounts are, were or would be payable under the foregoing provisions.

In addition to the Company’s right to redeem the Securities on June 13, 2028, the Securities of this series are redeemable, as a whole but not in part, at the option of the Company (subject to, if and to the extent 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), 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 thereon, if any, in respect of the Securities to the date fixed for redemption, if, at any time, the Company shall determine that as a result of a change in 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 change or amendment becomes effective on or after June 13, 2025:

(a) in making payment under the Securities the Company has or will or would on the next Payment Date become obligated to pay Additional Amounts;

(b) the payment of interest on the next Payment Date in respect of the Securities would be treated as a “distribution” within the meaning of Chapter 2 of Part 23 of the Corporation 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 would not be entitled to claim a deduction in respect of such payment of interest in computing its United Kingdom taxation liabilities (or the value of such deduction to the Company would be materially reduced).

A-13

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 Securities of this series, the Company shall be required to deliver to the Trustee prior to the giving of any notice of redemption (i) a written legal opinion of independent United Kingdom counsel of recognized standing (selected by the Company) in a form satisfactory to the Trustee confirming that the relevant change or 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 Securities pursuant to the terms of the Securities.

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 less than 15 nor more than 30 days’ notice to holders, redeem all but not some only of the Securities outstanding at any time at 100% of their principal amount together with accrued but unpaid interest thereon, if any, to the date of redemption, if immediately prior to the giving of the notice referred to above, the Company delivers to the Trustee an Officer’s Certificate stating that a Loss Absorption Disqualification Event has occurred. Any redemption or purchase of Securities (other than redemption on the relevant maturity date), and any modification to the terms of the Securities or any indenture relating thereto, is 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 therefor and otherwise to compliance with the Loss Absorption Regulations if and to the extent then required thereunder. The Trustee shall be entitled to accept such Officer’s Certificate without any further inquiry and without liability to any person, in which event such Officer’s Certificate shall be conclusive and binding on the Trustee and the Holders and beneficial owners.

If the Company elects to redeem the Securities of this series, the Securities will cease to accrue interest from the date of redemption, provided the redemption price has been paid in accordance with the Indenture.

Upon payment of (i) the amount of principal (and premium, if any) so declared due and payable and (ii) accrued and unpaid interest, all of the Company’s obligations in respect of the payment of the principal of (and premium, if any), and accrued and unpaid interest on, the Securities of this series shall terminate.

A-14

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.

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

(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 the Twenty-First 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 shall agree pursuant to a supplemental indenture or an amendment to the Twenty-First Supplemental Indenture, unless the Company and the Trustee agree in writing that a supplemental indenture is not necessary.

A-15

Each Holder or beneficial owner that 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.

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.

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.

Neither a reduction or cancellation, in part or in full, of the principal amount of, or interest on, the Securities or the conversion thereof into another security or obligation of the Company or another person, as a result of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Company, nor the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Securities will be a Default or an Event of Default for any purpose.

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 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.

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.

A-16

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities to be affected thereby by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities at the time outstanding of each such series. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the outstanding Securities, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

No reference herein to the Indenture and no provision of this Security 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 Security at the times, place and rate, and in the coin or currency, herein prescribed.

As set forth in, and subject to, the provisions of the Indenture, no Holder of the Securities will have the right to institute any proceeding with respect to the Indenture, this Security or any remedy thereunder; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal or interest as and when the same shall have become due and payable in accordance with the terms hereof and the Indenture.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the right of the Holder of this Security, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and interest on, this Security when due and payable in accordance with the provisions of this Security and the Indenture.

This Security is governed by the laws of the State of New York, except for the waiver of set-off provisions relating to the Securities which are governed by and construed in accordance with the laws of Scotland.

Unless otherwise defined herein, all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

A-17

EXHIBIT B

FORM OF SENIOR CALLABLE FLOATING RATE GLOBALNOTE

B-1

CUSIP No. 539439 BC2

ISIN No. US539439BC29

Common Code: 309617649

LLOYDS BANKING GROUP plc

SENIOR CALLABLE FLOATING RATE NOTE DUE 2029

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 promises to pay to CEDE & CO., or registered assigns, the principal sum of $[·] ([·] Dollars) on June 13, 2029 (the “Maturity Date”) or on such earlier date as the principal hereof may become due in accordance with the terms hereof and to pay interest thereon from, and including, the date of issuance hereof to, but excluding, June 13, 2029, quarterly in arrears on the Floating Rate Notes Interest Payment Dates (as defined on the reverse hereof). Interest so payable on any Floating Rate Notes Interest Payment Date (as defined on the reverse hereof) shall be paid to the Holder in whose name this Security is registered on the 15^th^calendar day immediately preceding the 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 Security on or before its Floating Rate Notes Interest Payment Date and such failure continues for 14 days or (ii) the Company fails to pay all or any part of the principal of this Security 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 the winding up of the Company, provided that the Trustee may not, upon the occurrence of a Default, declare the principal amount of any of the Outstanding Securities to be due and payable.

As set forth on the reverse hereof, interest shall accrue on this Security from day to day from the date of issuance hereof until the principal amount hereof is paid or made available for payment.

Payments of interest on this Security shall be computed on the basis of a 360-day year and the actual number of days elapsed in such period.

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Payment of the principal amount of (and premium, if any) and any interest on, this Security will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Such payment shall be made to the Holder including through a Paying Agent of the Company. 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 Maturity Date, 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 Securities.

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IN WITNESS WHEREOF, the Company has caused this Security to be duly executed.

Dated:

LLOYDS BANKING GROUP PLC
Name:
Title:

[Global Floating Rate Note Signature Page]

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CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.

Dated:

THE BANK OF NEW YORK MELLON,<br><br> <br>acting through its London Branch, as Trustee
By:
	Authorized Signatory

[Global Floating Rate Note Signature Page]

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[REVERSE OF SECURITY]

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”) issued and to be issued in one or more series under a Senior Debt Securities Indenture, dated as of July 6, 2010, as amended by the First Supplemental Indenture dated as of July 6, 2016 (herein called the “Senior Indenture”), among the Company, as issuer, and The Bank of New York Mellon, acting through its London Branch as trustee (herein called the “Trustee,” which term includes any successor trustee under the Senior Indenture), as supplemented by the Twenty-First Supplemental Indenture dated as of June 13, 2025, among the Company, the Trustee, The Bank of New York Mellon, acting through its London Branch, as paying agent (herein called the “Paying Agent”) and The Bank of New York Mellon SA/NV, Dublin Branch, as Senior Debt Security Registrar (the “Twenty-first Supplemental Indenture”, and, together with the Senior Indenture, the “Indenture”) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.

This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to $500,000,000. The Company may, without the consent of the Holders of the Securities, issue additional notes having the same ranking and interest rate, maturity date, redemption terms and other terms as the Securities except for the price to the public, issue date and first interest payment date, provided that such additional notes must be fungible with the outstanding Securities for U.S. federal income tax purposes. Any such Securities, together with this Security, will constitute a single series of securities under the Indenture. The Securities will initially be issued in the form of one or more global Securities (each, a “Global Security”). Except as provided in the Indenture, a Global Security shall not be exchangeable for one or more definitive Securities.

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.

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The first Floating Rate Notes Interest Payment Date (as defined below) will fall on September 13, 2025. Thereafter, interest on the Securities will be paid quarterly in arrears on March 13, June 13, September 13 and December 13 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 Maturity Date, 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 will be adjusted accordingly to calculate the amount of interest payable on the Securities.

The Floating Rate Notes Interest Rate will be reset on each Floating Rate Notes Interest Payment Date (together with the initial Floating Rate Notes Reset Date, 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 Securities 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 June 13, 2025 and will end on and exclude September 13, 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.

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The Calculation Agent in respect of the Security 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 the Twenty-first 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.

Subject to the circumstances described herein, 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 June 10, 2025.

Subject to the circumstances described herein, 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:

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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;

“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 Screen SOFRRATE Page” 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’s Website” 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:

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“SOFR Determination Time” 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 Observation Period” 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.

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 Securities, 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 Securities, in accordance with the provisions below.

In the absence of fraud, the Company (or its designee) and any Independent Adviser appointed pursuant hereto, as applicable, shall have no liability whatsoever to the Company, the Trustee, the Calculation Agent, any paying agent or the Holders of the Securities 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 hereto.

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/or any amendments contemplated by and in accordance herewith (with the relevant provisions herein applying mutatis mutandis 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 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 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 Securities, shall become effective without consent from the Holders of the Securities 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 “Determination Cut-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 hereof 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 hereof during any other future Floating Rate Notes Interest Period(s)).

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Promptly following the determination of the SOFR Benchmark Replacement as described herein, the Company (or its designee) shall give notice thereof pursuant hereto to the Trustee, the Calculation Agent, any paying agents and the Holders of the Securities. 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 Securities, 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 hereof, including, but not limited to:

(i) changes to the terms and conditions of the Securities 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 Securities 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 Securities 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 shall be entitled to rely conclusively on any certifications provided to each of them in this regard.

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No consent of the Holders of the Securities shall be required in connection with effecting the relevant SOFR Benchmark Replacement as described herein or such other relevant adjustments pursuant hereto, 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).

By its acquisition of the Securities, each Holder and beneficial owner of the Securities 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 Securities, including an amendment of the amount of interest due on the Securities, as may be required in order to give effect hereto, without the need for any further consent from the Holders of the Securities. 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 hereof.

By its acquisition of the Securities, each Holder and beneficial owner of the Securities 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 herewith or any losses suffered in connection therewith.

Notwithstanding any other provision hereof, 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 Securities 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 Securities (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 hereunder;

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

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“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 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 Governmental Body” 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):

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(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;

“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:

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

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

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

“SOFR Benchmark Replacement Date” 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):

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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.

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 Securities (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 Securities, in whole, but not in part, on June 13, 2028 at a redemption price equal to 100% of the principal amount of the Securities plus accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption.

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Subject to applicable law, 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 Securities. The Holders of 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 Securities or the Senior Indenture (or between the obligations under or in respect of the Securities and any liability owed by a Holder to the Company) that they might otherwise have against the Company.

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(ii) except in the case of winding-up in the United Kingdom, the relevant Security is presented (where presentation is required) for payment in the United Kingdom,

(v) the deduction or withholding is imposed by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted or issued in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement; or

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(vi) any combination of clauses (i) through (v) above,

(a) in making payment under the Securities the Company has or will or would on the next Payment Date become obligated to pay Additional Amounts;

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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 less than 15 nor more than 30 days’ notice to holders, redeem all but not some only of the Securities outstanding at any time at 100% of their principal amount together with any accrued but unpaid interest thereon, if any, to the date of redemption, if immediately prior to the giving of the notice referred to above, the Company delivers to the Trustee an Officer’s Certificate stating that a Loss Absorption Disqualification Event has occurred. Any redemption or purchase of Securities (other than redemption on the relevant maturity date), and any modification to the terms of the Securities or any indenture relating thereto, is 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 therefor and otherwise to compliance with the Loss Absorption Regulations if and to the extent then required thereunder. The Trustee shall be entitled to accept such Officer’s Certificate without any further inquiry and without liability to any person, in which event such Officer’s Certificate shall be conclusive and binding on the Trustee and the Holders and beneficial owners.

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

(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 the Twenty-first 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 shall agree pursuant to a supplemental indenture or an amendment to the Twenty-first Supplemental Indenture, unless the Company and the Trustee agree in writing that a supplemental indenture is not necessary.

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Unless otherwise defined herein, all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

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Exhibit 4.2_______________________________________LLOYDS BANKING GROUP PLCas Issuer,THE BANK OF NEW YORK MELLON,acting through its London Branch,as Trustee and Paying AgentandTheBank of New York Mellon SA/NV, Dublin Branch,as Subordinated Debt Security Registrar_______________________________________ELEVENTH SUPPLEMENTAL INDENTUREdated as of June 13, 2025toTHE SUBORDINATED DEBT SECURITIES INDENTUREdated as of November 4, 2014_______________________________________ TABLEOF CONTENTSPage| Article 1 Definitions | || --- | --- || Section 1.01. Definition of Terms. | 2 || Article 2 Form of Securities | || Section 2.01. Terms of the Securities. | 2 || Article 3 Additional Terms Applicable to the Securities | || Section 3.01. Addition of Definitions. | 7 || Section 3.02. Amendment of Definition. | 10 || Section 3.03. Deletion of Definitions. | 10 || Section 3.04. Deletion of Deferred Payment Provisions. | 12 || Section 3.05. Deletion of Exchange Provisions. | 14 || Section 3.06. Correction of Minor Defects in or Amendment of Subordinated Debt Securities. | 14 || Section 3.07. Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee. | 15 || Section 3.08. Deletion of Satisfaction and Discharge Provisions. | 16 || Section 3.09. Unconditional Right of Holders to Receive Principal, Premium and Interest,if any. | 17 || Section 3.10. Undertaking for Costs. | 17 || Section 3.11. Redemption and Purchase of Subordinated Debt Securities. | 17 || Section 3.12. Exchanges Not Deemed Payment. | 23 || Section 3.13. Exchange of Subordinated Debt Securities. | 23 || Section 3.14. Events of Default. | 23 || Section 3.15. Compensation and Reimbursement. | 24 || Section 3.16. Certain Rights of Trustee. | 25 || Section 3.17. Certain Rights of Subordinated Debt Security Registrar and Paying Agent. | 25 || Section 3.18. Subordinated Debt Securities Subordinate to Claims of Senior Creditors. | 25 || Section 3.19. Reliance on Judicial Order or Certificate of Liquidating Agent. | 26 || Section 3.20. Additional Subordinated Debt Securities. | 26 || Section 3.21. Agreement with Respect to Exercise of U.K. Bail-in Power. | 27 || Section 3.22. Notification of Assumption or Substitution to the Relevant Regulator. | 29 || Section 3.23. Notification of Modification or Supplemental Indenture to Relevant Regulator. | 29 || Article 4 Amendments to the Subordinated Indenture | || Section 4.01. Appointment of Agent for Service. | 30 || Section 4.02. Notices to Trustee. | 31 || Section 4.03. Additional Amounts. | 32 | i | Section 4.04. Sanctions. | 34 || --- | --- || Article 5 Miscellaneous | || Section 5.01. Effect of Supplemental Indenture. | 34 || Section 5.02. Other Documents to be Given to the Trustee. | 35 || Section 5.03. Confirmation of Indenture. | 35 || Section 5.04. Concerning the Trustee. | 35 || Section 5.05. Governing Law. | 36 || Section 5.06. Separability. | 36 || Section 5.07. Concerning U.K. Bail-in Liability. | 36 || Section 5.08. Counterparts; Electronic Signatures. | 37 || Section 5.09. Bail-in Relating to BRRD Party. | 37 | ii ELEVENTH SUPPLEMENTAL INDENTURE (“EleventhSupplemental Indenture”), dated as of June 13, 2025, among LLOYDS BANKING GROUP PLC, a corporation incorporated in Scotlandwith registered number 95000, and with its principal executive offices located at 25 Gresham Street, London EC2V 7HN, United Kingdom,as issuer (the “Company”) and 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 subordinated debt security registrar (the “Subordinated Debt Security Registrar”).WITNESSETHWHEREAS, the Company and the Trustee have executedand delivered a Subordinated Debt Securities Indenture dated as of November 4, 2014 (the “Subordinated Indenture,”and together with this Eleventh Supplemental Indenture, the “Indenture”) to provide for the issuance of the Company’ssubordinated debt securities (the “Subordinated Debt Securities”), including the Securities (as defined below).WHEREAS, Section 9.01(d) of the Subordinated Indenturepermits the Company and the Trustee to add to, change or eliminate any provisions of the Subordinated Indenture without the consent ofHolders as permitted under Sections 2.01 and 3.01 of the Subordinated Indenture, subject to certain conditions;WHEREAS, Section 9.01(f) of the Subordinated Indenturepermits the Company and the Trustee to enter into a supplemental indenture to establish the forms or terms of Subordinated Debt Securitiesof any series as permitted under Sections 2.01 and 3.01 of the Subordinated Indenture without the consent of Holders;WHEREAS, there are no debt securities Outstandingof any series created prior to the execution of this Eleventh Supplemental Indenture which are entitled to the benefit of the provisionsset forth herein or would be adversely affected by such provisions;WHEREAS, the Board of Directors has authorizedthe entry into this Eleventh Supplemental Indenture, as required by Section 9.01 of the Subordinated Indenture;WHEREAS, the parties hereto desire to establisha series of Subordinated Debt Securities to be known as the 6.068% Fixed Rate Reset Dated Subordinated Tier 2 Notes due 2036 (the “Securities”)pursuant to Sections 2.01 and 3.01 of the Subordinated Indenture. The Securities may be issued from time to time and any Securities issuedas part of this 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 Trusteeexecute and deliver this Eleventh Supplemental Indenture and whereas all actions required by it to be taken in order to make this EleventhSupplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, have been taken and performed, and theexecution and delivery of this Eleventh Supplemental Indenture has been duly authorized in all respects; and WHEREAS, where indicated, this Eleventh SupplementalIndenture shall amend and supplement the Subordinated Indenture; to the extent that the terms of the Subordinated Indenture are inconsistentwith such provisions of this Eleventh Supplemental Indenture, the terms of this Eleventh Supplemental Indenture shall govern.NOW, THEREFORE, the Company and the Trustee mutuallycovenant and agree as follows:Article1DefinitionsSection 1.01. Definition of Terms. Forall purposes of this Eleventh Supplemental Indenture:(a) aterm defined anywhere in this Eleventh Supplemental Indenture has the same meaning throughout;(b) capitalizedterms used herein but not otherwise defined shall have the meanings assigned to them in the Subordinated Indenture;(c) thesingular includes the plural and vice versa;(d) headingsare for convenience of reference only and do not affect interpretation;(e) Referencesto the Subordinated Indenture or the Eleventh Supplemental Indenture shall be deemed to include any supplements or amendments thereto;(f) forthe purposes of this Eleventh Supplemental Indenture and the Subordinated Indenture, the term “series” shall mean a seriesof Securities;(g) whereverthe words “include”, “includes” or “including” are used in this Eleventh Supplemental Indenture, theyshall be deemed to be followed by the words “without limitation”; and(h) theuse of “or” is not intended to be exclusive unless expressly indicated otherwise.Article2Form of SecuritiesSection 2.01. Terms of the Securities. Thefollowing terms relating to the Securities are hereby established pursuant to Section 3.01 of the Subordinated Indenture, as amended bythis Eleventh Supplemental Indenture:(a) Thetitle of the Securities shall be: the 6.068% Fixed Rate Reset Dated Subordinated Tier 2 Notes due 2036; 2 (b) Theaggregate principal amount of the Securities that may be authenticated and delivered under the Indenture shall not exceed $1,250,000,000,except as otherwise provided in the Indenture;(c) Principalon the Securities shall be payable on June 13, 2036;(d) TheSecurities shall be issued in global registered form on June 13, 2025 and shall bear interest from (and including) June 13, 2025 to (butexcluding) June 13, 2035 (the “Reset Date”), at a rate of 6.068% per annum (the “Initial Interest Rate”),and from (and including) the Reset Date to (but excluding) Maturity (as defined below) (the “Reset Period”), at a rateper annum calculated by the Calculation Agent on the Reset Determination Date (as defined below) as being equal to the sum of the applicableU.S. Treasury Rate (as defined below) (expressed as a rate per annum) and 1.600% (the “Margin”), such sum being convertedto a semi-annual rate in accordance with market convention (rounded to three decimal places, with 0.0005 rounded down) (each a “ResetRate of Interest”). Interest will be payable semi-annually in arrears on June 13 and December 13 of each year (each, an “InterestPayment Date”), commencing on December 13, 2025 to (and including) Maturity.Interest on the Securities will be calculated onthe 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 numberof days elapsed in such period. Interest will be paid to holders of record of the Securities in respect of the principal amount thereofoutstanding 15 calendar days preceding the relevant Interest Payment Date, whether or not a Business Day (such date, a “RegularRecord Date”).“Calculation Agent” means TheBank of New York Mellon, London Branch, or its successor appointed by the Company pursuant to the Calculation Agent Agreement betweenthe Company and The Bank of New York Mellon, London Branch, dated as of the date hereof.“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 businessdays immediately prior to the Reset Determination Date and appearing under the caption “Treasury constant maturities” on theReset 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 Systemthat establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity, under the caption “Treasury constantmaturities”, for the maturity of one year; provided that if the Yield is not available through such release (or successorpublication) for any relevant business day, then the arithmetic average will be determined based on the Yields for the remaining businessdays during the five business day period described above (provided further that if the Yield is available for only a single business dayduring such five business day period, the “U.S. Treasury Rate” will mean the single-day Yield for such day); or (2) if suchrelease (or any successor release) is not published during the week immediately prior to the Reset Determination Date or does not containsuch yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated usinga price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price forthe Reset Date. 3 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 notifiedby the Calculation Agent to the Company equal to the last reported Yield on U.S. Treasury securities having a maturity of one year basedon information appearing in the most recently published statistical release designated “H.15 Daily Update” (orany 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.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 Securities.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-half cent being rounded upwards).The interest rate on the Securities during theReset 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 Securities or an interesttherein, each Holder and Beneficial Owner of Securities and each subsequent holder and Beneficial Owner waives any and all claims in lawand/or equity against the Trustee, the Calculation Agent or any paying agent for, agrees not to initiate a suit against the Trustee, theCalculation Agent and any paying agent in respect of, and agrees that none of the Trustee, the Calculation Agent or any paying agent willbe 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.For the avoidance of doubt, the Trustee shall havethe rights set forth in Section 9.03 of the Subordinated Indenture with respect to any amendment or alteration of the terms and conditionsof the Securities and the Indenture. 4 “Comparable Treasury Issue”means, with respect to the Reset Period, the U.S. Treasury security or securities selected by the Company with a maturity date on or aboutthe last day of the Reset 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 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 Quotation 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 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 theReset Determination Date.(e) Nopremium, upon redemption or otherwise, shall be payable by the Company on the Securities;(f) Principalof and any interest on the Securities 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) TheSecurities shall not be redeemable except as provided in Article 11 of the Subordinated Indenture, as supplemented by this Eleventh SupplementalIndenture;(h) TheCompany shall have no obligation to redeem or purchase the Securities pursuant to any sinking fund or analogous provision;(i) TheSecurities shall be issued only in denominations of $200,000 and in integral multiples of $1,000 in excess thereof;(j) Theprincipal amount of the Securities shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the SubordinatedIndenture, as amended by this Eleventh Supplemental Indenture; 5 (k) AdditionalAmounts in respect of the Securities shall be payable as set forth in the Subordinated Indenture, as supplemented by this Eleventh SupplementalIndenture;(l) TheSecurities shall not be converted into or exchanged at the option of the Company;(m) TheSecurities shall be denominated in, and payments thereon shall be made in, Dollars;(n) Thepayment of principal of (and premium, if any) or interest, if any, on the Securities shall be payable only in the coin or currency inwhich the Securities are denominated;(o) TheSecurities will be issued in the form of one or more global certificates in registered form (“Global Securities”) andwill be deposited with a custodian for The Depository Trust Company (“DTC”) and registered in the name of DTC or itsnominee;(p) TheSecurities will not be initially issued in definitive form;(q) TheBank of New York Mellon, London Branch will be the Calculation Agent for the Securities.(r) NotwithstandingSection 3.05(a) of the Indenture, The Bank of New York Mellon SA/NV, Dublin Branch is hereby appointed “Subordinated Debt SecurityRegistrar” for the purpose of registering the Securities and transfers of the Securities. The Subordinated Debt Security Registershall be maintained at the corporate trust office of the Subordinated Debt Security Registrar, which is currently located at Riverside2, Sir John Rogerson’s Quay, Grand Canal Dock, Dublin 2, Ireland.(s) TheEvents of Default on the Securities are as provided for in Section 5.01 of the Subordinated Indenture, as amended by this Eleventh SupplementalIndenture;(t) Thesubordination terms of the Securities are as provided for in Article 12 of the Subordinated Indenture as amended by ‎Section3.18 of this Eleventh Supplemental Indenture;(u) Theform of the Securities to be issued on the date hereof shall be substantially in the form of Exhibit A hereto; and(v) TheCompany may issue additional Securities (“Additional Securities”) after the date hereof having the same ranking andsame interest rate, Maturity, redemption terms and other terms as the Securities except for the price to the public, issue date and firstinterest payment date, provided that such Additional Securities must be fungible with the outstanding Securities for U.S. federal incometax purposes. Any such Additional Securities, together with the Securities shall constitute a single series of securities underthe Indenture. 6 Article3Additional Terms Applicable to the SecuritiesSection 3.01. Addition of Definitions. Withrespect to the Securities only, Section 1.01 of the Subordinated Indenture is amended to include the following definitions (which shallbe deemed to arise in ‎Section 1.01 in their proper alphabetical order):“Applicable Regulations”means, at any time, the laws, regulations, requirements, guidelines and policies relating to capital adequacy and prudential supervision(including, without limitation, as to leverage) then in effect in the United Kingdom including, without limitation to the generality ofthe foregoing (and for so long as the same are applicable in the United Kingdom), any regulations, requirements, guidelines and policiesrelating to capital adequacy adopted by the Relevant Regulator, from time to time (whether or not such requirements, guidelines or policiesare applied generally or specifically to the Company or the Group).“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, therelevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.“Bail-in Powers” meansany Write-down and Conversion Powers as defined in relation to the relevant Bail-in Legislation.“Banking Act” shallhave the meaning given to it within the definition of “U.K. bail-in power” within Section 3.01 of the Eleventh SupplementalIndenture.“Beneficial Owners”shall mean (a) if any Subordinated Debt Securities are in global form, the beneficial owners of the Subordinated Debt Securities (andany interest therein) and (b) if the Subordinated Debt Securities are held in definitive form, the holders in whose names the SubordinatedDebt Securities are registered in the Subordinated Debt Security Register and any beneficial owners holding an interest in such SubordinatedDebt Securities held in definitive form.“BRRD” means Directive2014/59/EU (as amended or superseded) establishing a framework for the recovery and resolution of credit institutions and investment firms.“BRRD Liability” hasthe same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in Legislation.“BRRD Party” meansthe Subordinated Debt Security Registrar. 7 “Compliant Securities”means securities issued directly by the Company that:(a) have terms not materially less favorableto an investor than the terms of the Subordinated Debt Securities (as reasonably determined by the Company in consultation with an investmentbank or financial adviser of international standing (which in either case is independent of the Company)) and provided that the Companyhas delivered an Officer’s Certificate to such effect (including as to such consultation) to the Trustee (upon which the Trusteeshall be entitled to rely without further inquiry and without liability to any person) prior to the issue or variation of the relevantsecurities);(b) subject to (a) above (1) containterms which comply with the then current requirements of the Relevant Regulator in relation to Tier 2 capital; (2) provide for the sameinterest rate and Interest Payment Dates from time to time applying to the Subordinated Debt Securities; (3) rank pari passu with theranking of the Subordinated Debt Securities; (4) preserve any existing rights under the Indenture to any accrued interest or other amountswhich have not been either paid or canceled; and (5) preserve the obligations of the Company as to payments of principal in respect ofthe Subordinated Debt Securities, including (without limitation) as to the timing and amount of such payments;(c) are (1) listed on the New York StockExchange or (2) listed on such other stock exchange as is a Recognized Stock Exchange at that time as selected by the Company; and(d) where the Subordinated Debt Securitieswhich have been substituted or varied had a published rating (solicited by, or assigned with the cooperation of, the Company) from a RatingAgency immediately prior to their substitution or variation, each such Rating Agency has ascribed, or announced its intention to ascribe,an equal or higher published rating to the relevant Compliant Securities.“Electronic Means”shall mean the following communications methods: e-mail, secure electronic transmission containing applicable authorization codes, passwordsand/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connectionwith its services hereunder.“Eleventh Supplemental Indenture”means the Eleventh Supplemental Indenture, dated as of June 13, 2025, among the Company, the Trustee, the Paying Agent and The Bank ofNew York Mellon SA/NV, Dublin Branch, as Subordinated Debt Security Registrar.“EU Bail-in Legislation Schedule”means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from timeto time at http://www.lma.eu.com/. 8 “Group” means theCompany and its subsidiaries and subsidiary undertakings from time to time.“Issue Date” meansJune 13, 2025, being the date of the initial issue of the Securities.“Maturity” means June13, 2036.“Recognized Stock Exchange”means a recognized stock exchange as defined in section 1005 of the U.K. Income Tax Act 2007 as the same may be amended from time to timeand any provision, statute or statutory instrument replacing the same from time to time.“Relevant Regulator”means the Bank of England acting through its Prudential Regulation Committee 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 supervisoryauthority with respect to prudential matters, as the case may be.“Relevant Resolution Authority”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” meansthe Company’s 6.068% Fixed Rate Reset Dated Subordinated Tier 2 Notes due 2036.“U.K. bail-in power”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 theUnited Kingdom to the Company or other members of the Group, including but not limited to any such laws, regulations, rules or requirementswhich are implemented, adopted or enacted in the United Kingdom within the context of the U.K. resolution regime under the Banking Act2009, 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) (the “Banking Act”), 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 sharesor other 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.“U.K. Taxing Jurisdiction”shall have the meaning given to it in Section 10.04. 9 Section 3.02. Amendment of Definition. Withrespect to the Securities only, the following definitions shall be amended in their entirety in Section 1.01 of the Subordinated Indentureand replaced with the following definitions:“Business Day” meansany day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or requiredby law or regulation to close in the City of New York or in the City of London.“Capital Disqualification Event”shall occur if at any time the Company determines that as a result of a change or pending change to the regulatory classification of theSecurities which becomes effective on or after the Issue Date some or all of the aggregate outstanding principal amount of the Securitiesceases or would be likely to cease to be included in, or count towards, the Tier 2 Capital of the Company and/or the Group.“Corporate Trust 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]) orsuch other location as shall be notified to the Company by the Trustee from time to time.“Executive Officer”means any individual authorized or designated by the Board of Directors through a power of attorney or otherwise for the purpose of executingthis Subordinated Debt Securities Indenture and any other certificates, forms, notes and ancillary documents in connection therewith.“Senior Creditors”means in respect of the Company (i) creditors of the Company whose claims are admitted to proof in the winding-up or administration ofthe Company and who are unsubordinated creditors of the Company and (ii) creditors of the Company whose claims are or are expressed tobe subordinated to the claims of other creditors of the Company (other than those whose claims constitute, or would, but for any applicablelimitation on the amount of such capital, constitute Tier 1 Capital or Tier 2 Capital of the Company, or whose claims rank or are expressedto rank pari passu with, or junior to, the claims of holders of the Securities).“Tier 1 Capital” hasthe meaning given to it by the Relevant Regulator from time to time.“Tier 2 Capital” hasthe meaning given to it by the Relevant Regulator from time to time.Section 3.03. Deletion of Definitions. Withrespect to the Securities only, the following definitions shall be deleted in their entirety in Section 1.01 of the Subordinated Indenture: 10 “ADR Custodian” meansthe custodian under the ADR Deposit Agreement.“ADR Deposit Agreement”means the deposit agreement between the Company and The Bank of New York Mellon (previously named The Bank of New York) and the holdersfrom time to time of American Depositary Receipts issued thereunder.“ADR Depositary” meansthe depositary under the ADR Deposit Agreement.“Applicable Banking Regulations”means, at any time, the laws, regulations, requirements, guidelines and policies relating to capital adequacy then in effect in the UnitedKingdom including, without limitation to the generality of the foregoing, any delegated or implementing acts (such as regulatory technicalstandards) adopted by the European Commission and any regulations, requirements, guidelines and policies relating to capital adequacyadopted by the Relevant Regulator, from time to time (whether or not such requirements, guidelines or policies are applied generally orspecifically to the Company or to the Company and its subsidiaries).“Capital Resources Requirement”and “Overall Financial Adequacy Rule” have the respective meanings given to such terms in the Applicable Banking Regulationsand shall include any successor terms from time to time equivalent thereto as agreed between the Company and the Trustee.“CRD IV” means, takentogether, (i) the CRD IV Directive, (ii) the CRD IV Regulation and (iii) applicable capital adequacy banking regulations then in effectin the United Kingdom.“CRD IV Directive”means Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutionsand the prudential supervision of credit institutions and investment firms amending Directive 2002/87/EC and repealing Directives 2006/48/ECand 2006/49/EC, and any successor directive.“CRD IV Regulation”means Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for creditinstitutions and investment firms amending Regulation (EU) No 648/2012, and any successor regulation.“Deferred Amounts”means any Deferred Interest (including any interest amounts accrued thereon) and any amount of principal and/or premium payment of whichhas been deferred pursuant to ‎Section 3.07 (including any interestamounts accrued thereon) which has not been satisfied.“Deferred Interest”has the meaning specified in Section 3.07. 11 “Deferred Payment Date”has the meaning specified in Section 3.07.“Deferred Record Date”,when used for the interest payable on any Deferred Payment Date on Subordinated Debt Securities of any series, means the date specifiedfor the purpose pursuant to Section 3.01.“Exchange Date”, whenused with respect to any applicable series of Subordinated Debt Securities, has the meaning specified in Section 13.03.“Exchange Securities”means securities issued by the Company provided that such securities shall contain terms which comply with the then current requirementsof the Relevant Regulator in relation to Tier 2 Capital or Tier 1 Capital).“Foreign Currency”means the euro or any currency issued by the government of any country (or a group of countries or participating member states) otherthan the United States which as at the time of payment is legal tender for the payment of public and private debts.“Foreign Government Securities”means with respect to Subordinated Debt Securities of any series that are denominated in a Foreign Currency, non-callable (i) direct obligationsof the participating member state or government that issued such Foreign Currency for the payment of which obligations its full faithand credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such participatingmember state or government, the payment of which obligations is unconditionally guaranteed as a full faith and credit obligation of suchparticipating member state or government. For the avoidance of doubt, for all purposes hereof, euro shall be deemed to have been issuedby each participating member state from time to time.“Liquidator” has themeaning specified in Section 12.06.“Taxing Jurisdiction”has the meaning specified in Section 10.04.Section 3.04. Deletion of Deferred PaymentProvisions. With respect to the Securities only, the following Sections of the Subordinated Indenture are amended and restatedin their entirety and shall read as follows:Section 3.01. Amount Unlimited, Issuablein Series.(d) therate or rates, if any, at which the Subordinated Debt Securities of the series shall accrue interest or the manner of calculation of suchrate or rates, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shallbe payable or the manner of determination of such Interest Payment Dates, if other than as specified in Section 3.07, and, in the caseof registered Subordinated Debt Securities, the Regular Record Date for the interest payable on any Interest Payment Date, and any datesrequired to be established pursuant to Section 7.01; 12 (f) the place or places where the principalof (and premium, if any) and any interest on Subordinated Debt Securities of the series shall be payable, and the Paying Agent or PayingAgents who shall be authorized to pay principal of (and premium, if any) and interest on Subordinated Debt Securities of such series;Section 3.03. Execution,Authentication, Delivery and Dating. The first sentence of the fifth paragraph of Section 3.03 shall read as follows:No Subordinated Debt Security shall beentitled to any benefit under this Subordinated Debt Securities Indenture or be valid or obligatory for any purpose unless there appearson such Subordinated Debt Security a certificate of authentication substantially in the form provided for herein executed by or on behalfof the Trustee by manual or electronic signature, and such certificate upon any Subordinated Debt Security shall be conclusive evidence,and the only evidence, that such Subordinated Debt Security has been duly authenticated and delivered hereunder and that such SubordinatedDebt Security is entitled to the benefits of this Subordinated Debt Securities Indenture.Section 3.07. Payment;Interest Rights Preserved. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of SubordinatedDebt Securities, interest, if any, on any Subordinated Debt Securities which is payable, and is paid or duly provided for, on any InterestPayment Date shall be paid, in the case of registered Subordinated Debt Securities, to the Person in whose name that Subordinated DebtSecurity (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest or,in the case of Global Securities held by any Holder, to the Holder including through a Paying Agent of the Company designated pursuantto Section 3.01.Section 11.06. SubordinatedDebt Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Subordinated DebtSecurities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and fromand after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any) such SubordinatedDebt Securities shall cease to accrue interest. Upon surrender of any such Subordinated Debt Security for redemption in accordance withsaid notice, such Subordinated Debt Security shall be paid by the Company at the Redemption Price, together with accrued but unpaid interestthereon, if any, to the Redemption Date; provided, however, that with respect to any Subordinated Debt Securities in registered form,unless otherwise specified as contemplated by Section 3.01, a payment of interest which is payable on an Interest Payment Date which isthe Redemption Date, shall be payable to the Holders of such Subordinated Debt Securities, or one or more Predecessor Securities, registeredas such at the close of business on the relevant Regular Record Date according to the terms of the Subordinated Debt Securities and theprovisions of Section 3.07. Subordinated Debt Securities in definitive form shall be presented for redemption to the PayingAgent. 13 If any Subordinated Debt Security calledfor redemption shall not be so paid upon surrender thereof for redemption, the Subordinated Debt Security shall, until paid, continueto accrue interest from and after the Redemption Date in accordance with its terms and the provisions of Section 3.07.Section 3.05. Deletion of Exchange Provisions. Withrespect to the Securities only:(i) Sections1.13 and 9.02(a) of the Subordinated Indenture is amended by deleting the reference to “Exchange Date” therein,(ii) Section3.01(l) of the Subordinated Indenture is amended and restated in its entirety and shall read as follows:(l) [Reserved];(iii) Section3.05 of the Subordinated Indenture is amended by deleting the following paragraph:In the event that a Global Security issurrendered for redemption or exchange for Preference Shares or Exchange Securities in part pursuant to Section 11.07 or Section 13.05,the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Global Security, without service charge,a new Global Security in a denomination equal to and in exchange for the unredeemed or unexchanged portion of the principal of the GlobalSecurity so surrendered.(iv) Section3.05(b) of the Subordinated Indenture is amended and restated in its entirety as follows:(b) Exceptas otherwise specified pursuant to Section 3.01, Subordinated Debt Securities of any series may only be exchanged for a like aggregateprincipal amount of Subordinated Debt Securities of such series of other authorized denominations containing identical terms and provisions.Subordinated Debt Securities to be exchanged shall be surrendered at an office or agency of the Company designated pursuant to Section10.02 for such purpose, and the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor the SubordinatedDebt Security or Subordinated Debt Securities of the same series which the Holder making the exchange shall be entitled to receive.Section 3.06. Correction of Minor Defectsin or Amendment of Subordinated Debt Securities. With respect to the Securities only, Article 3 of the Subordinated Indentureis amended by adding Section 3.13, which shall read as follows: 14 Section 3.13. Correction of MinorDefects in or Amendment of Subordinated Debt Securities. If the Company or the Trustee shall become aware of any ambiguity,defect or inconsistency in any term of a Subordinated Debt Security or certificate, as the case may be, or, with respect to any SubordinatedDebt Security (including any certificate) issued on or after the date hereof, the Company and the Trustee may amend such SubordinatedDebt Security (including any certificate) as contemplated by Section 9.01(h) (subject to Section 9.07) and the parties hereto shall providefor the execution, authentication, delivery and dating of one or more replacement Subordinated Debt Securities or Global Securities, asthe case may be, pursuant to Section 3.03 hereto, provided, however, that such amendment is not materially adverse to Holders of any OutstandingSubordinated Debt Securities.Section 3.07. Defaults; Collection of Indebtednessand Suits for Enforcement by Trustee. With respect to the Securities only, the following sections of the Subordinated Indentureare amended in part: (i) to amend and restate, each in its entirety, Sections 5.03(a) and 5.03(b), which shall read as follows:(a) theCompany fails to pay any installment of interest on any Subordinated Debt Security of such series on or before its Interest Payment Dateand such failure continues for 14 days; or(b) theCompany fails to pay all or any part of the principal of any Subordinated Debt Security of such series on any date on which such principalshall otherwise have become due and payable, whether upon redemption or otherwise, and such failure continues for seven days.(ii) toamend and restate the second paragraph of Section 5.03 in its entirety, which shall read as follows:If a Default occurs, the Trustee may commencea proceeding for the winding-up of the Company and/or prove in a winding-up of the Company or a Qualifying Administration for all dueand payable amounts, provided that the Trustee may not declare the principal amount of any Outstanding Subordinated Debt Security to bedue and payable.(iii) toamend and restate the third paragraph of Section 5.03 in its entirety, which shall read as follows: 15 Subject to applicable law, includingthe Trust Indenture Act, no Holder may exercise or claim any right of set-off, counterclaim, combination of accounts, compensation orretention in respect of any amount owed to it by the Company arising under or in connection with the Subordinated Debt Securities. Byaccepting a Subordinated Debt Security, each Holder will be deemed to have waived any right of set-off, counterclaim, combination of accounts,compensation or retention with respect to the Subordinated Debt Securities or this Subordinated Debt Securities Indenture (or betweenthe obligations under or in respect of any Subordinated Debt Securities and any liability owed by a Holder to the Company) that they mightotherwise have against the Company, whether before or during a winding-up, liquidation of the Company or a Qualifying Administration.Notwithstanding the above, if any of such rights and claims of any such Holder against the Company are discharged by set-off, counterclaim,combination of accounts, compensation or retention, such Holder will immediately pay an amount equal to the amount of such discharge tothe Company or, in the event of the winding up of the Company or a Qualifying Administration, the liquidator or administrator (or otherrelevant insolvency official), as the case may be, and until such time as payment is made will hold a sum equal to such amount in trustfor the Company or the liquidator or administrator (or other relevant insolvency official), as the case may be, and accordingly such dischargeshall be deemed not to have taken place.(iv) toamend and restate the fifth paragraph of Section 5.03 in its entirety, which shall read as follows:Except as otherwise provided in this Article5, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Subordinated Debt Securitiesof 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 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 Indenture or by law, provided, however, that the Companyshall not, as a result of the bringing of such judicial proceedings, be required to pay any amount representing or measured by referenceto the principal of, or any interest on, the Subordinated Debt Securities prior to any date on which the principal of, or any intereston, the Subordinated Debt Securities would have otherwise been payable by the Company.(v) toadd the following sentence at the end of Section 5.03:No remedy against the Company other thanas referred to in this Article 5 shall be available to the Trustee (on behalf of the Holders) or the Holders, whether for the recoveryof amounts owing in respect of the Subordinated Debt Securities or under this Subordinated Debt Securities Indenture or in respect ofany breach by the Company of any of its other obligations under or in respect of the Subordinated Debt Securities or under this SubordinatedDebt Securities Indenture, except that the Trustee and the Holders shall have such rights and powers as they are required to have underthe Trust Indenture Act.(vi) toamend and restate Section 5.12(a) in its entirety, which shall read as follows:(a) suchdirection shall not be in conflict with any rule of law or with this Subordinated Debt Securities Indenture or shall not expose the Trusteeto undue risk;Section 3.08. Deletion of Satisfaction andDischarge Provisions. With respect to the Securities only, Article 4 of the Subordinated Indenture is deleted in its entirety. 16 Section 3.09. Unconditional Right of Holdersto Receive Principal, Premium and Interest, if any. With respect to the Securities only, Section 5.08 of the SubordinatedIndenture is amended and restated in its entirety, which shall read as follows:Section 5.08. UnconditionalRight of Holders to Receive Principal, Premium and Interest, if any. Subject to Section 12.01 in relation to subordinationof Subordinated Debt Securities, and notwithstanding any other provision in this Subordinated Debt Securities Indenture, the Holder ofany Subordinated Debt Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (andpremium, if any) and interest, if any, on such Subordinated Debt Security on the respective Stated Maturities as expressed in such SubordinatedDebt Security (or, in the case of redemption, on the Redemption Date) and, subject to Section 5.07, to institute suit for the enforcementof any such payment, and such rights shall not be impaired without the consent of such Holder or holder.Section 3.10. Undertaking for Costs. Withrespect to the Securities only, Section 5.14 of the Subordinated Indenture is amended and restated in its entirety, which shall read asfollows:Section 5.14. Undertakingfor Costs. All parties to this Subordinated Debt Securities Indenture agree, and each Holder of any Subordinated Debt Securityby his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcementof any right or remedy under this Subordinated Debt Securities Indenture, or in any suit against the Trustee for any action taken, sufferedor omitted by it as Trustee, the filing by any party litigant to such suit of an undertaking to pay the costs of such suit, and that suchcourt may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigantin such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisionsof this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder or group of Holders holdingin the aggregate more than 10% in principal amount of the Outstanding Subordinated Debt Securities of any series, or to any suit institutedby any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest, if any, on any Subordinated DebtSecurity on or after the respective Stated Maturities expressed in such Subordinated Debt Security (or, in the case of redemption, onor after the Redemption Date).Section 3.11. Redemption and Purchase ofSubordinated Debt Securities. With respect to the Securities only, Article 11 of the Subordinated Indenture is amendedby amending and restating Sections 11.01, 11.03, 11.04, 11.08, 11.09 and 11.10 in their entirety, and by adding Sections 11.11, 11.12and 11.13, each of which shall read as follows: 17 Section 11.01. Applicability ofArticle. Subordinated Debt Securities of any series shall be redeemable in accordance with their terms and (except as otherwisespecified pursuant to Section 3.01 for Subordinated Debt Securities of any series) in accordance with this Article 11. SubordinatedDebt Securities of any series may not be redeemed except in accordance with provisions of applicable law, applicable provisions of theApplicable Regulations and Section 11.13 below. The Subordinated Debt Securities of any series may not be redeemed in whole or in partat the option of the Holder thereof.Section 11.03. Selection by Trusteeof Subordinated Debt Securities to Be Redeemed. If fewer than all the Subordinated Debt Securities of any series are to be redeemed,the particular Subordinated Debt Securities to be redeemed shall be selected not more than 30 days nor less than 15 days prior to theRedemption Date by the Trustee, from the Outstanding Subordinated Debt Securities of such series not previously called for redemption,by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equalto the minimum authorized denomination for Subordinated Debt Securities of that series or any multiple thereof) of the principal amountof Subordinated Debt Securities of such series of a denomination larger than the minimum authorized denomination for Subordinated DebtSecurities of that series, all in accordance with the rules and regulations of the applicable clearing system.The Trustee shall promptly notify theCompany in writing of the Subordinated Debt Securities selected for redemption and, in the case of any Subordinated Debt Securities selectedfor partial redemption, the principal amount thereof to be redeemed.For all purposes of this SubordinatedDebt Securities Indenture, unless the context otherwise requires, all provisions relating to the redemption of Subordinated Debt Securitiesshall relate in the case of any Subordinated Debt Securities redeemed or to be redeemed only in part, to the portion of the principalamount of such Subordinated Debt Security which has been or is to be redeemed.Section 11.04. Notice of Redemption.Notice of redemption shall be given not less than 15 nor more than 30 days prior to the Redemption Date to each Holder of SubordinatedDebt Securities to be redeemed in the manner and to the extent provided in Section 1.06.All notices of redemption shall state:(a) the Redemption Date,(b) the Redemption Price,(c) if fewer than all the OutstandingSubordinated Debt Securities of any series are to be redeemed, the principal amount of the Subordinated Debt Securities to be redeemed, 18 (d) that on the Redemption Date the RedemptionPrice, accrued but unpaid interest on the Subordinated Debt Securities, if any, and any Deferred Amounts will become due and payable uponeach such Subordinated Debt Security to be redeemed and, if applicable, that interest thereon will cease to accrue on or after the saiddate,(e) the place or places where such SubordinatedDebt Securities are to be surrendered for payment of the Redemption Price, and(f) the CUSIP, Common Code and/or ISINnumber or numbers, if any, with respect to such Subordinated Debt Securities.Notice of redemption of SubordinatedDebt Securities to be redeemed at the selection of the Company shall be given by the Company or, at the Company’s Request, by theTrustee in the name and at the expense of the Company, and the Company shall deliver written notice thereof to the Trustee no less than10 Business Days prior to the date of the notice to Holders of Subordinated Debt Securities.Section 11.08. OptionalTax Redemption.(a) Subjectalways to Section 11.13 below, the Company will have the option to redeem the relevant series of Subordinated Debt Securities, as a wholebut not in part, having given notice in accordance with Section 11.04 hereof, at a redemption price equal to 100% of the principal amountof the Subordinated Debt Securities then outstanding, together with any accrued interest to (but excluding) the date fixed for redemption,if at any time the Company determines that:(i) asa result of a change in, or amendment to, the laws or regulations of the United Kingdom, or any political subdivision or authority thereinor thereof, having the power to tax, including any treaty to which the United Kingdom is a party, or any change in any generally publishedapplication or interpretation of such laws, including a decision of any court or tribunal, or any change in the generally published applicationor interpretation of such laws by any relevant tax authority or any generally published pronouncement by any tax authority, which change,amendment or pronouncement (x) (subject to (y)) becomes effective on or after the Issue Date, or (y) in the case of a change in law, ifsuch change is enacted by United Kingdom Act of Parliament or implemented by statutory instrument, on or after the Issue Date (a “TaxLaw Change”), the Company has paid or will or would on the next payment date be required to pay Additional Amounts to any Holderof the Subordinated Debt Securities; and/or(ii) aTax Law Change would:(A) resultin the Company not being entitled to claim a deduction in respect of any payments (or its corresponding funding costs as recognized inits financial statements) in respect of the Subordinated Debt Securities in computing its taxation liabilities or the amount or valueof such deduction to the Company would be materially reduced; 19 (B) preventthe Subordinated Debt Securities from being treated as loan relationships for United Kingdom tax purposes;(C) asa result of the Subordinated Debt Securities being in issue, result in the Company not being able to have losses or deductions set againstthe profits or gains, or profits or gains offset by the losses or deductions, of companies with which it is or would otherwise be so groupedfor applicable United Kingdom tax purposes (whether under the group relief system current as of the Issue Date or any similar system orsystems having like effect as may from time to time exist);(D) resultin a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax, in respect of a write-downof the principal amount of the Subordinated Debt Securities or the conversion of the Subordinated Debt Securities into shares or otherobligations of the Company (including, pursuant to the terms and conditions of the Subordinated Debt Securities or as a result of theexercise of any regulatory powers under the Banking Act); or(E) resultin a Subordinated Debt Security or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes,(each such Tax Law Change, a “Tax Event”);provided, however, in each case that the Company could not avoid the consequences of the Tax Event by taking measures reasonablyavailable to it.(b) Priorto the delivery of any such notice of redemption the Company shall deliver to the Trustee (i) a written legal opinion of independent UnitedKingdom counsel of recognized standing (selected by the Company), in a form satisfactory to the Trustee, to the effect that a Tax Eventhas occurred, and (ii) an Officer’s Certificate confirming (1) that all the conditions necessary for redemption have occurred andthat the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to it, and (2) that if, andto the extent required under Applicable Regulations, the Company has demonstrated to the satisfaction of the Relevant Regulator that therelevant change or event is material and was not reasonably foreseeable by the Company on the Issue Date. The Trustee is entitled to conclusivelyrely on and accept such opinion and Officer’s Certificate without any duty whatsoever of further inquiry and without liability toany person, in which event such opinion and Officer’s Certificate shall be conclusive and binding on the Trustee, the Holders andthe Beneficial Owners. 20 Section 11.09. OptionalRedemption Due to a Capital Disqualification Event. Unless otherwise provided as contemplated by Section 3.01 with respect to anyseries of Subordinated Debt Securities and subject to the conditions set out in Section 11.13 below, the Subordinated Debt Securitiesare redeemable, as a whole but not in part, at the option of the Company, on not less than 15 calendar days’ nor more than 30 calendardays’ notice to each Holder of Subordinated Debt Securities to be redeemed, at any time, at a redemption price equal to 100% ofthe principal amount, together with accrued but unpaid interest thereon, if any, in respect of such series of Subordinated Debt Securitiesto, but excluding, the date fixed for redemption if, immediately prior to the giving of the notice referred to above, a Capital DisqualificationEvent has occurred.Prior to the giving of any notice ofredemption, the Company must deliver to the Trustee an Officer’s Certificate stating that (i) a Capital Disqualification Event hasoccurred, and (ii) if, and to the extent required under Applicable Regulations, the Company has demonstrated to the satisfaction of theRelevant Regulator that the relevant change was not reasonably foreseeable by the Company as at the Issue Date. The Trustee shall be entitledto accept such Officer’s Certificate without any further inquiry and without liability to any person, in which event such Officer’sCertificate shall be conclusive and binding on the Trustee and the Holders and Beneficial Owners.Section 11.10. Purchase. Subjectto the conditions set out in Section 11.13 below, and to applicable law in force at the relevant time, including the Applicable Regulations,the Company may at any time, and from time to time purchase Subordinated Debt Securities in the open market or by tender or by privateagreement, in any manner and at any price or at differing prices. Subordinated Debt Securities purchased or otherwise acquired by theCompany may be (i) held, (ii) resold or (iii) at the Company’s sole discretion, surrendered to the Trustee for cancellation (inwhich case all Subordinated Debt Securities so surrendered will forthwith be canceled in accordance with applicable law and thereaftermay not be re-issued or resold).Section 11.11. OptionalRedemption. Subject to the conditions set out in Section 11.13 below, the Subordinated Debt Securities are redeemable,in whole but not in part, at the option of the Company, on not less than 15 calendar days’ nor more than 30 calendar days’notice to each Holder of Subordinated Debt Securities to be redeemed, at any time, at a redemption price equal to 100% of the principalamount, together with accrued but unpaid interest thereon, if any, to, but excluding, June 13, 2035, at the option of the Company on theReset Date. Notice shall be given to the Trustee at least five Business Days prior to the date notice is sent to Holders, unless a shorternotice period shall be satisfactory to the Trustee. 21 Section 11.12. Substitution or Variation. Uponthe occurrence of a Tax Event or a Capital Disqualification Event, the Company may, subject to the conditions set out in Section 11.13below, but without any requirement for the consent or approval of the Holders of the Subordinated Debt Securities, at any time (whetherbefore, on or following the Reset Date) on not less than 15 calendar days’ nor more than 30 calendar days’ notice to eachHolder of Subordinated Debt Securities to be substituted or varied, either substitute all (but not some only) of the Subordinated DebtSecurities for, or vary the terms of the Subordinated Debt Securities so that they remain or, as appropriate, become, Compliant Securities,and the Trustee shall (subject to the below) agree to such substitution or variation. Upon the expiry of such notice, the Company shalleither vary the terms of or substitute the Subordinated Debt Securities, as the case may be.Prior to the giving of any notice of substitutionor variation, the Company must deliver to the Trustee an Officer’s Certificate stating that a Tax Event or a Capital DisqualificationEvent, as the case may be, has occurred, setting out the details thereof, and stating that the terms of the relevant Compliant Securitiescomply with the definition thereof. The Trustee shall be entitled to accept such Officer’s Certificate without any further inquiryand without liability to any person, in which event such Officer’s Certificate shall be conclusive and binding on the Trustee andthe Holders and Beneficial Owners of the Subordinated Debt Securities.Section 11.13 Early Redemption, Purchase,Substitution or Variation – Relevant Regulator. Subordinated Debt Securities may be redeemed, purchased, substitutedor varied by the Company prior to Maturity as provided under Article 11 of this Subordinated Debt Securities Indenture, subject to:(a) the Company giving notice to theRelevant Regulator and the Relevant Regulator granting permission to the Company to redeem, purchase, substitute or vary the SubordinatedDebt Securities, as the case may be (in each case to the extent, and in the manner, required by the Applicable Regulations);(b) in respect of any redemption of theSubordinated Debt Securities proposed to be made prior to the fifth anniversary of the Issue Date, if and to the extent then requiredunder the Applicable Regulations (A) in the case of an optional redemption due to a Tax Event, the Company having demonstrated to thesatisfaction of the Relevant Regulator that the relevant change or event is material and was not reasonably foreseeable by the Companyas at the Issue Date or (B) in the case of redemption following the occurrence of a Capital Disqualification Event, the Company havingdemonstrated to the satisfaction of the Relevant Regulator that the relevant change (or pending change) was not reasonably foreseeableby the Company as at the Issue Date and the Relevant Regulator considering such change to be sufficiently certain;(c) if and to the extent then requiredunder the Applicable Regulations, either: (A) the Company having replaced the Subordinated Debt Securities with instruments qualifyingas own funds of equal or higher quality on terms that are sustainable for the income capacity of the Company; or (B) (save in the caseof sub-paragraph (d)(A) below) the Company demonstrating to the satisfaction of the Relevant Regulator that the own funds and eligibleliabilities of the Company would, following such redemption, purchase, substitution or variation, exceed its minimum applicable capitalrequirements (including any applicable buffer requirements) by a margin that the Relevant Regulator considers necessary at such time;and 22 (d) in the case of any purchase priorto the fifth anniversary of the Issue Date, in addition to satisfying either of the conditions specified in paragraph (c) above, either:(A) the Company having, before or at the same time as such purchase, replaced the Subordinated Debt Securities with own funds instrumentsof equal or higher quality at terms that are sustainable for the income capacity of the Company, and the Relevant Regulator having permittedsuch action on the basis of the determination that it would be beneficial from a prudential point of view and justified by exceptionalcircumstances; or (B) the relevant Subordinated Debt Securities being purchased for market-making purposes in accordance with the ApplicableRegulations.Any refusal by the Relevant Regulator togrant its permission as contemplated above shall not constitute a Default or an Event of Default for any purpose. Notwithstanding theabove conditions, if, at the time of any redemption, purchase, substitution or variation the then-prevailing Applicable Regulations permitthe repayment, purchase, substitution or variation only after compliance with one or more alternative or additional preconditions to thoseset out above, the Company shall comply with such other and/or, as appropriate, additional pre-condition(s).Section 3.12. Exchanges Not Deemed Payment. Withrespect to the Securities only, Section 12.10 of the Subordinated Indenture is deleted in its entirety.Section 3.13. Exchange of Subordinated DebtSecurities. With respect to the Securities only, Article 13 of the Subordinated Indenture is deleted in its entirety.Section 3.14. Events of Default. Withrespect to the Securities only:(i) Section 5.01 of the Subordinated Indentureis amended by adding the following sentence at the end of the section:The exercise of any U.K. bail-in powerby the relevant U.K. resolution authority shall not constitute a Default or an Event of Default under this Section 5.01 or a Default underSection 5.03; and(ii) Section 5.02 of the Subordinated Indentureis amended in part to restate in its entirety the first paragraph of such section as follows:Section 5.02. Acceleration of Maturity;Rescission and Annulment. If an Event of Default occurs with respect to Subordinated Debt Securities of any series and is continuing,then in every such case the Trustee or the Holder or Holders of not less than 25% in aggregate principal amount of the Outstanding SubordinatedDebt Securities of such series may declare the principal amount, together with accrued interest (if any) and Additional Amounts (if any),payable on such Subordinated Debt Securities, of all the Subordinated Debt Securities of that series to be due and payable immediately,by a notice in writing to the Company (and to the Trustee if given by the Holder or Holders), and upon any such declaration such amountshall become immediately due and payable. 23 (iii) Section 5.02(a)(i) is hereby restated inits entirety as follows:(i) the principal of, and premium, ifany, on, any Subordinated Debt Securities of such series which have become due otherwise than by such declaration of acceleration andany due and payable interest, if any, thereon at the rate or rates prescribed therefor in such Subordinated Debt Securities,(iv) Section 5.02 of the Subordinated Indentureis amended in part to restate in its entirety the last paragraph of such section as follows:If the Subordinated Debt Securities becomedue and payable (whether pursuant to this Section 5.02 above or Article 11 below) and the Company fails to pay such amounts (or any damagesawarded for breach of any obligations in respect of the Subordinated Debt Securities or this Indenture) forthwith upon demand, notwithstandingthe continuing right of any Holder to receive payment of the principal of and interest on Subordinated Debt Securities, or to institutesuit for the enforcement of any such payment, each in accordance with Section 316(b)(Directions and Waivers by Bondholders; Prohibitionof Impairment of Holders’ Right to Repayment) of the Trust Indenture Act, the Trustee, in its own name and as trustee of anexpress trust, may institute proceedings for the winding up of the Company, and/or prove in a winding up of the Company or in a QualifyingAdministration for all such due and payable amounts (including any damages awarded for breach of any obligations in respect of the SubordinatedDebt Securities or this Indenture) but no other remedy shall be available to the Trustee (on behalf of the Holders) or the Holders.Section 3.15. Compensation and Reimbursement. Withrespect to the Securities only, Section 6.07 of the Subordinated Indenture is amended in part to:(i) restate in its entirety Section 6.07(b) asfollows:except as otherwise expressly providedherein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trusteein accordance with any provision of this Subordinated Debt Securities Indenture (including the reasonable compensation and the expensesand disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined in a final, non-appealableorder by a court of competent jurisdiction to have been caused by its own negligence or bad faith; and(ii) to add the following sentence at the end ofthe section: 24 The Trustee’s right to reimbursementand indemnity under this Section 6.07 shall survive the payment in full of the Subordinated Debt Securities, the discharge of this SubordinatedDebt Securities Indenture, the resignation or removal of the Trustee and (without prejudice to Section 5.07 of the Eleventh SupplementalIndenture 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 authoritywith respect to the obligations owed or owing to Holders pursuant to or in connection with the Subordinated Debt Securities.Section 3.16. Certain Rights of Trustee. Withrespect to the Securities only, Section 6.03 of the Subordinated Indenture is amended in part to add the following at the end of the section:(m) The Trustee shall not be liablefor errors in judgment made in good faith unless it was negligent in ascertaining the relevant facts; and(n) The Trustee may hold funds uninvestedwithout liability for interest in the absence of an agreement signed by the Trustee to the contrary.Section 3.17. Certain Rights of SubordinatedDebt Security Registrar and Paying Agent. The Subordinated Debt Security Registrar and Paying Agent shall have the benefitof the rights, protections, indemnifications and immunities granted to the Trustee in the Indenture, including, without limitation, Section6.07 of the Indenture, mutatis mutandis.Section 3.18. Subordinated Debt SecuritiesSubordinate to Claims of Senior Creditors. With respect to the Securities only, Section 12.01 of the Subordinated Indentureis amended and restated in its entirety, which shall read as follows:Section 12.01. SubordinatedDebt Securities Subordinate to Claims of Senior Creditors.(a) Unlessotherwise provided as contemplated by Section 3.01 with respect to any series of Subordinated Debt Securities, the Company covenants andagrees, and each Holder of Subordinated Debt Securities of each series, by his acceptance thereof, likewise covenants and agrees, that,to the extent and in the manner hereinafter set forth in this Article 12, in the event of:(i) anorder being made, or an effective resolution being passed, for the winding-up of the Company (except, in any such case, a solvent winding-upsolely for the purposes of a reorganization, reconstruction or amalgamation of the Company, the terms of which reorganization, reconstruction,amalgamation do not provide that the Subordinated Debt Securities shall thereby become redeemable or repayable in accordance with theirterms); or(ii) aQualifying Administration, 25 the Holders will have a right againstthe Company in respect of or arising under (including any damages awarded for breach of any obligations under) the Subordinated Debt Securitiesand the Subordinated Debt Securities Indenture relating to them to claim for all amounts due to them in respect of the Subordinated DebtSecurities including the principal amount thereof (plus any premium) and accrued but unpaid interest thereon, if any. Such rights andclaims will be subordinated to, and subject in right of payment to, the prior payment in full of, all claims of all Senior Creditors.The rights and claims of the Holders of the Subordinated Debt Securities shall rank pari passu without any preference among themselvesand rank junior in right of payment to the claims of any existing and future unsecured and unsubordinated indebtedness of the Companyand shall rank at least pari passu with the claims of holders of all obligations of the Company which constitute, or would butfor any applicable limitation on the amount of such capital constitute, Tier 2 Capital of the Company and in priority to (1) the claimsof holders of all obligations of the Company which constitute Tier 1 Capital of the Company, (2) the claims of holders of all undatedor perpetual subordinated obligations of the Company and (3) the claims of holders of all ordinary share capital of the Company.(b) Theprovisions of this Article 12 shall apply only to rights or claims payable under Section 12.01 (a) or to amounts payable pursuant theretoand under any Subordinated Debt Securities of any series and nothing herein shall affect or prejudice the payment of the costs, charges,expenses, liabilities, indemnity or remuneration of the Trustee, the first lien rights of the Trustee under Sections 5.03(a)(i) and 5.06hereof, or the rights and remedies of the Trustee in respect thereof.Section 3.19. Reliance on Judicial Orderor Certificate of Liquidating Agent. With respect to the Securities only, Section 12.06 of the Subordinated Indenture isamended and restated in its entirety, which shall read as follows:Section 12.06. Reliance on JudicialOrder or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article,the Trustee, subject to the provisions of Section 6.01, and the Holders of the Subordinated Debt Securities of the series shall be entitledto rely upon (a) any order or decree entered by any court in which such winding-up of the Company or similar case or proceeding, includinga proceeding for the suspension of payments is pending, or (b) a certificate of the administrator of the Company, assignee for the benefitof creditors, agent or other person making such payment or distribution, delivered to the Trustee or the Holders of such SubordinatedDebt Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the Senior Creditorsand other claims against the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and allother facts pertinent thereto or to this Article 12.Section 3.20. Additional Subordinated DebtSecurities. With respect to the Securities only, Section 3.12 of the Subordinated Indenture is amended and restated inits entirety, which shall read as follows: 26 Section 3.12. AdditionalSubordinated Debt Securities. The Company may, from time to time, without the consent of the Holders of the Subordinated Debt Securitiesof any series, issue additional Subordinated Debt Securities of one or more of the series of Subordinated Debt Securities issued underthis Subordinated Debt Securities Indenture, having the same ranking and same interest rate, Maturity, redemption terms and other terms,except for the price to the public, issue date and first Interest Payment Date, as the Subordinated Debt Securities. Any such additionalSubordinated Debt Securities, together with the Subordinated Debt Securities of the applicable series, shall constitute a single seriesof Subordinated Debt Securities under this Subordinated Debt Securities Indenture and shall be included in the definition of “SubordinatedDebt Securities” in this Subordinated Debt Securities Indenture where the context requires; provided, however, that if the originalSubordinated Debt Securities are determined by the Company to be debt for U.S. federal income tax purposes and the additional SubordinatedDebt Securities are not fungible with the outstanding Subordinated Debt Securities for U.S. federal income tax purposes, the additionalSubordinated Debt Securities must have CUSIP, ISIN and/or other identifying numbers different from those used for the outstanding SubordinatedDebt Securities.Section 3.21. Agreement with Respect to Exerciseof U.K. Bail-in Power. The following provisions relate solely to the Securities established pursuant to this Eleventh SupplementalIndenture:(a) Notwithstandingany other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of the Securities, by purchasingor acquiring the Securities each Holder (including each Beneficial Owner) of the Securities acknowledges, accepts, agrees to be boundby 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 reductionor 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 anotherperson (and the issue to or conferral on the holder of such shares, securities or obligations, including by means of amendment, modificationor variation of the terms of the Securities); and/or (iii) the amendment or alteration of the Maturity of the Securities, or amendmentof the amount of interest due on the Securities, or the dates on which interest becomes payable, including by suspending payment for atemporary period; any U.K. bail-in power may be exercised by means of variation of the terms of the Securities solely to give effect tothe exercise by the relevant U.K. resolution authority of such U.K. bail-in power. With respect to (i), (ii) and (iii) above, referencesto principal and interest shall include payments of principal and interest that have become due and payable (including principal thathas become due and payable at Maturity), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each Holder andeach Beneficial Owner of the Securities further acknowledges and agrees that the rights of the Holders and/or Beneficial Owners underthe 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 therelevant U.K. resolution authority. 27 (b) Bypurchasing or acquiring the Securities, each Holder and each Beneficial Owner of the Securities:(i) acknowledgesand agrees that no exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the Securities shall giverise to a Default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trusteein Case of Default) of the Trust Indenture Act;(ii) tothe extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit againstthe 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 theSecurities; and(iii) acknowledgesand 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 requiredto take any further directions from Holders or Beneficial Owners of the Securities under Section 5.12 of the Subordinated Indenture, and(b) neither the Subordinated Indenture nor this Eleventh Supplemental Indenture shall impose any duties upon the Trustee whatsoever withrespect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, followingthe 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), thenthe Trustee’s duties under the Indenture shall remain applicable with respect to the Securities following such completion to theextent that the Company and the Trustee agree pursuant to a supplemental indenture or an amendment to this Eleventh Supplemental Indenture,unless the Company and the Trustee agree in writing that a supplemental indenture is not necessary.(c) EachHolder or Beneficial Owner that purchases or acquires its Securities in the secondary market shall be deemed to acknowledge, agree tobe bound by and consent to the same provisions specified in the Indenture to the same extent as the Holders and Beneficial Owners of theSecurities that acquire the Securities upon their initial issuance, including, without limitation, with respect to the acknowledgementand agreement to be bound by and consent to the terms of the Securities, including in relation to the U.K. bail-in power.(d) Bypurchasing or acquiring the Securities, each Holder and each Beneficial Owner shall be deemed to have (i) consented to the exercise ofany 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 exercisesuch power with respect to the Securities and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediarythrough which it holds such Securities to take any and all necessary action, if required, to implement the exercise of any U.K. bail-inpower with respect to the Securities as it may be imposed, without any further action or direction on the part of such Holder or BeneficialOwner or the Trustee. 28 (e) Norepayment of the principal amount of the Securities or payment of interest on the Securities shall become due and payable after the exerciseof 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 theUnited Kingdom applicable to the Company and the Group.(f) Neithera reduction or cancellation, in part or in full, of the principal amount of, or interest on, the Securities or the conversion thereofinto another security or obligation of the Company or another person, as a result of the exercise of the U.K. bail-in power by the relevantU.K. resolution authority with respect to the Company, nor the exercise of the U.K. bail-in power by the relevant U.K. resolution authoritywith respect to the Securities will be a Default or an Event of Default for any purpose.(g) Uponthe exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Securities, the Company shall providea written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying Holders andBeneficial Owners of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes. Anydelay or failure by the Company in delivering the notices referred to in this paragraph shall not affect the validity and enforceabilityof the U.K. bail-in power.(h) TheCompany’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Indenture shall survive any exercise of theU.K. bail-in power by the relevant U.K. resolution authority with respect to the Securities.Section 3.22. Notification of Assumptionor Substitution to the Relevant Regulator. With respect to any series of Subordinated Debt Securities issued under theSubordinated Indenture, including the Securities, Section 8.04 of the Subordinated Indenture is amended and restated in its entirety toread as follows:Section 8.04. Notification of Assumptionor Substitution to the Relevant Regulator. No such assumption or substitution as is referred to in either Section 8.02 or 8.03 shallbe effected in relation to any series of Subordinated Debt Securities, unless, in each case to the extent and manner required by the ApplicableRegulations at such time, the Company has given notice thereof to the Relevant Regulator and the Relevant Regulator has granted its permissionor no objection in relation thereto.Section 3.23. Notification of Modificationor Supplemental Indenture to Relevant Regulator. With respect to any series of Subordinated Debt Securities issued underthe Subordinated Indenture, including the Securities, Section 9.07 of the Subordinated Indenture is amended and restated in its entiretyto read as follows: 29 Section 9.07. Notification of Modificationor Supplemental Indenture to Relevant Regulator. No such modification shall be effected in relation to any series of SubordinatedDebt Securities, unless, in each case to the extent and manner required by the Applicable Regulations at such time, the Company has givennotice thereof to the Relevant Regulator and the Relevant Regulator has granted its permission or no objection in relation thereto.Article4Amendments to the Subordinated IndentureSection 4.01. Appointment of Agent for Service. Withrespect to any series of Subordinated Debt Securities issued under the Subordinated Indenture, including the Securities, Section 1.14of the Subordinated Indenture is amended and restated in its entirety and shall read as follows:Section 1.14. Appointment of Agentfor Service. The Company has designated and appointed the Chief Legal Officer, Lloyds Securities Inc. and Deputy ChiefLegal Officer, North America of Lloyds Bank Corporate Markets plc (or any successor thereto), currently of 1095 Avenue of the Americas,New York, NY 10036 as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court inthe Borough of Manhattan, The City of New York, New York, arising out of or relating to the Subordinated Debt Securities, this SubordinatedDebt Securities Indenture or this Eleventh Supplemental Indenture, but for that purpose only, and agrees that service of process uponsuch authorized agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federalor State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of theSubordinated Debt Securities remain Outstanding until the appointment of a successor by the Company and such successor’s acceptanceof such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Companyfurther agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may benecessary to continue such designation and appointment of such authorized agent in full force and effect so long as any of the SubordinatedDebt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failureby the Company to take any such action. The Company and the Trustee each hereby submits (for the purposes of any such suit or proceeding)to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectivelydo so, any right to trial by jury and any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding. 30 Section 4.02. Notices to Trustee. Withrespect to any series of Subordinated Debt Securities issued under the Subordinated Indenture, including the Securities, Section 1.05of the Subordinated Indenture is amended and restated in its entirety to read as follows:Section 1.05. (a) Notices, Etc. toTrustee, Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document providedor permitted by the Subordinated Debt Securities Indenture or the Eleventh Supplemental Indenture to be made upon, given or furnishedto, or filed with,(i) the Trustee by any Holder or by the Company shall besufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or filed in writing (whichmay be via e-mail) to the Trustee at its Corporate Trust Office and the Trustee agrees to accept and act upon electronic transmissionof written instructions pursuant to the Subordinated Debt Securities Indenture or the Eleventh Supplemental Indenture; provided, however,that (x) the party providing such written instructions, subsequent to such transmission of written instructions, shall provide the originallyexecuted instructions or directions to the Trustee in a timely manner, and (y) such originally executed instructions or directions shallbe signed by an authorized representative of the party providing such instructions or directions; or(ii) the Company by the Trustee or by any Holder shall besufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and (i) mailed, in the case of the Company,first-class postage prepaid, addressed to it at the address of its principal office specified in the first paragraph of this SubordinatedDebt Securities Indenture (unless another address has been previously furnished in writing to the Trustee by the Company, in which caseat the last such address) marked “Attention: Company Secretary”, or (ii) faxed to +44 20 7158 3298/3299 marked “Attention:Company Secretary”.(b) The Trustee shall have the right to accept and act uponinstructions, including funds transfer instructions (“Instructions”) given pursuant to the Indenture and delivered using ElectronicMeans; provided, however, that the Company shall provide to the Trustee evidence of the Executive Officers. If the Companyelects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions,the Trustee’s understanding of such Instructions shall be deemed controlling. The Company understands and agrees thatthe Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume thatdirections that purport to have been sent by an Executive Officer have been sent by such Executive Officer. The Company shallbe responsible for ensuring that only Executive Officers transmit such Instructions to the Trustee and that the Company and all ExecutiveOfficers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/orauthentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs or expenses arising directly orindirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or areinconsistent with a subsequent written instruction. The Company agrees: (i) to assume all risks arising out of the use of Electronic Meansto submit Instructions to the Trustee, and the risk of interception and misuse by third parties; (ii) that it is fully informed of theprotections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more securemethods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followedin connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particularneeds and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the securityprocedures. 31 Section 4.03. Additional Amounts. Withrespect to any series of Subordinated Debt Securities issued under the Subordinated Indenture, including the Securities, Section 10.04of the Subordinated Indenture is hereby amended and replaced in its entirety as follows: Section 10.04. Additional Amounts. Amountsto be paid on any series of Subordinated Debt Securities will be made without deduction or withholding for, or on account of, any andall present and future income, stamp and other taxes, levies, imposts, duties, charges or fees imposed, levied, collected, withheld orassessed by or on behalf of the United Kingdom or any political subdivision thereof or authority thereof that has the power to tax (a“U.K. Taxing Jurisdiction”), unless such deduction or withholding is required by law. If at any time a U.K. TaxingJurisdiction requires the Company to make such deduction or withholding, the Company will pay additional amounts with respect to the interestonly on the Subordinated Debt Securities (“Additional Amounts”) that are necessary in order that the net amounts ofinterest paid to the Holders of Subordinated Debt Securities of the particular series, after the deduction or withholding, shall equalthe amounts of interest only which would have been payable on the Subordinated Debt Securities if the deduction or withholding had notbeen required. However, this will not apply to any such tax, levy, impost, duty, charge or fee which would not have been deductedor withheld but for the fact that:(i) the Holder or the Beneficial Ownerof the Subordinated Debt Security is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishmentor physically present in, the U.K. Taxing Jurisdiction or otherwise having some connection with the U.K. Taxing Jurisdiction other thanthe holding or ownership of a Subordinated Debt Security, or the collection of any payment of, or in respect of, principal of, or anyinterest or other payment on, any Subordinated Debt Security of the relevant series,(ii) except in the case of a winding-upin the United Kingdom, the relevant Subordinated Debt Security is presented (where presentation is required) for payment in the UnitedKingdom, 32 (iii) the relevant Subordinated DebtSecurity is presented (where presentation is required) for payment more than 30 days after the date payment became due or was providedfor, whichever is later, except to the extent that the Holder would have been entitled to the Additional Amounts on presenting the samefor payment at the close of that 30 day period,(iv) the Holder or the Beneficial Ownerof the relevant Subordinated Debt Security or the Beneficial Owner of any payment of or in respect of principal of, or any interest orother payment on, the Subordinated Debt Security failed to comply with a request of the Company or its liquidator or other authorizedperson addressed to the Holder (x) to provide information concerning the nationality, residence or identity of the Holder or the BeneficialOwner or (y) to make any declaration or other similar claim to satisfy any requirement, which in the case of (x) or (y), is required orimposed by a statute, treaty, regulation or administrative practice of the U.K. Taxing Jurisdiction as a precondition to exemption fromall or part of the tax, levy, impost, duty, charge or fee,(v) the deduction or withholding is imposedby reason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474 of the US Internal Revenue Codeand the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States andthe United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted or issuedin any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement, or(vi) any combination of subclauses (i)through (v) above,nor shall Additional Amounts be paid withrespect to any interest only on the Subordinated Debt Securities to any Holder who is a fiduciary or partnership or settlor with respectto such fiduciary or a member of such partnership other than the sole Beneficial Owner of such payment to the extent such payment wouldbe required by the laws of any taxing jurisdiction to be included in the income for tax purposes of a beneficiary or partner or settlorwith respect to such fiduciary or a member of such partnership or a Beneficial Owner who would not have been entitled to such AdditionalAmounts, had it been the Holder. With respect to any deduction or withholding made by any of the Company, the Trustee, the Paying Agentor another withholding agent from any amount payable on, or in respect of, the Subordinated Debt Securities in the events described inclauses (i) through (vi) above, the amounts so deducted or withheld shall be treated as having been paid to the holder of the SubordinatedDebt Securities, 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. 33 Whenever in this Subordinated Debt SecuritiesIndenture there is mentioned, in any context, the payment of interest on, or in respect of, any Subordinated Debt Security of any seriessuch mention shall 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 asif express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mentionis not made. Upon request from the Trustee or a paying agent, the Company shall provide information reasonably necessary and readily availablein order to enable to the Trustee or paying agent to determine whether any withholding obligations under FATCA apply. None of the Company,the Trustee or a paying agent shall have any liability in connection with the Company’s or Trustee’s or paying agent’scompliance with any such withholding obligation under applicable law.Section 4.04. Sanctions. (a)The Company covenants and represents that neither they nor any of their affiliates, subsidiaries, directors or officers are the targetor subject of any sanctions enforced by the US Government, (including, the Office of Foreign Assets Control of the U.S. Department ofthe Treasury (“OFAC”)), the United Nations Security Council, the European Union, HM Treasury, or other relevant sanctionsauthority (collectively “Sanctions”).(b) TheCompany covenants and represents that neither they nor any of their affiliates, subsidiaries, directors or officers will use any paymentsmade pursuant to this Indenture, (i) to fund or facilitate any activities of or business with any person who, at the time of such fundingor facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business with any country or territorythat 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 CouncilRegulation (EC) No 2271/96 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the EEA )or (ii) any similar blocking or anti-boycott law in the United Kingdom or elsewhere. However, if the aforementioned Council Regulationpurports to make compliance with any portion of this Section unenforceable by the Company, the Company will nonetheless take such measuresas may be necessary to ensure that the Company does not use the services in any manner which would cause the Trustee, Paying Agent orSubordinated Debt Security Registrar to violate Sanctions applicable to them.Article5MiscellaneousSection 5.01. Effect of Supplemental Indenture. Uponthe execution and delivery of this Eleventh Supplemental Indenture by each of the Company and the Trustee, and the delivery of the documentsreferred to in ‎Section 5.02 herein, the Subordinated Indenture shallbe supplemented in accordance herewith, and this Eleventh Supplemental Indenture shall form a part of the Subordinated Indenture for allpurposes in respect of the Securities or otherwise as applicable. 34 Section 5.02. Other Documents to be Givento the Trustee. The Trustee shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel statingthe recitals contained in Section 1.02 of the Subordinated Indenture and, in the case of the Opinion of Counsel, stating the Indentureis a legal, binding and valid obligation of the Company enforceable in accordance with its terms. As specified in Section 9.03 of theSubordinated Indenture and subject to the provisions of Section 6.03 of the Subordinated Indenture, the Trustee shall also be entitledto receive an Opinion of Counsel stating that that this Eleventh Supplemental Indenture is authorized or permitted by the SubordinatedIndenture, and the Eleventh Supplemental Indenture, and the Securities whose terms are incorporated by reference herein are each, subjectto Section 1.03 of the Subordinated Indenture, a legal, valid and binding obligation of the Company enforceable in accordance with theirterms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relatingto or affecting 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 Eleventh Supplemental Indenture is permittedunder the Indenture. The Trustee may rely on such Officer’s Certificate and Opinion of Counsel as conclusive evidence that thisEleventh Supplemental Indenture complies with the applicable provisions of the Subordinated Indenture.Section 5.03. Confirmation of Indenture. TheSubordinated Indenture, as supplemented and amended by this Eleventh Supplemental Indenture with respect to the Securities or otherwiseas applicable, is in all respects ratified and confirmed, and the Subordinated Indenture, this Eleventh Supplemental Indenture and allindentures supplemental thereto shall, in respect of the Securities or otherwise as applicable, be read, taken and construed as one andthe same instrument. This Eleventh Supplemental Indenture constitutes an integral part of the Subordinated Indenture and, whereapplicable, with respect to the Securities. In the event of a conflict between the terms and conditions of the SubordinatedIndenture and the terms and conditions of this Eleventh Supplemental Indenture, the terms and conditions of this Eleventh SupplementalIndenture shall prevail where applicable.Section 5.04. Concerning the Trustee. TheTrustee does not make any representations as to the validity or sufficiency of this Eleventh Supplemental Indenture or the Securities. Therecitals and statements herein are deemed to be those of the Company and not the Trustee. In entering into this Eleventh SupplementalIndenture, the Trustee shall be entitled to the benefit of every provision of the Subordinated Indenture relating to the conduct of oraffecting the liability of or affording protection to the Trustee. 35 Section 5.05. Governing Law. ThisEleventh Supplemental Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of NewYork, except that (i) the authorization and execution by the Company of this Eleventh Supplemental Indenture and the Securities shallbe governed by (in addition to the laws of the State of New York relevant to execution) the respective jurisdictions of the Company andthe Trustee and the Subordinated Debt Security Registrar, as the case may be and (ii) ‎Section3.18 of this Eleventh Supplemental Indenture (other than the Trustee’s and the Subordinated Debt Security Registrar’s ownrights, duties or immunities thereunder) and the third paragraph of Section 5.03 of the Subordinated Indenture in relation to the waiverof any right of set-off or counterclaim with respect to the Securities or the Indenture shall be governed by and construed in accordancewith the laws of Scotland.Section 5.06. Separability. Incase any provision contained in this Eleventh Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legalityand enforceability of the remaining provisions shall not in any way be affected or impaired thereby.Section 5.07. Concerning U.K. Bail-in Liability. Notwithstandingand to the exclusion of any other term of this Eleventh Supplemental Indenture or the Subordinated Indenture or any other agreements,arrangements, or understanding between the Company and the Trustee, the Trustee acknowledges and accepts that a U.K. Bail-in Liabilityarising under this Eleventh Supplemental Indenture may be subject to the exercise of U.K. bail-in power by the relevant U.K. resolutionauthority and acknowledges, accepts, and agrees to be bound by:(a) theeffect of the exercise of U.K. bail-in power by the relevant U.K. resolution authority in relation to any U.K. Bail-in Liability of theCompany to the Trustee under this Eleventh Supplemental Indenture or the Subordinated Indenture, that (without limitation) may includeand result in any of the following, or some combination thereof:(i) thereduction of all, or a portion, of the U.K. Bail-in Liability or outstanding amounts due thereon;(ii) theconversion of all, or a portion, of the U.K. Bail-in Liability into shares, other securities or other obligations of the Company or anotherperson (and the issue to or conferral on the Trustee of such shares, securities or obligations, including by means of amendment, modificationsor variation of the terms of the Securities);(iii) thecancellation of the U.K. Bail-in Liability; and/or(iv) theamendment 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) thevariation of the terms of this Eleventh Supplemental Indenture, as deemed necessary by the relevant U.K. resolution authority, to giveeffect to the exercise of U.K. bail-in power by the relevant U.K. resolution authority. 36 “U.K. Bail-in Liability” means a liabilityin respect of which the U.K. bail-in power may be exercised.Section 5.08. Counterparts; Electronic Signatures. ThisEleventh Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterpartsshall 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, agreement or document related to this Eleventh SupplementalIndenture shall include electronic signatures (including, without limitation, DocuSign and Adobe Sign). The use of electronic signaturesand electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received,or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or useof a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signaturesin Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including,without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.Section 5.09. Bail-in Relating to BRRD Party. Notwithstandingany other term of this Eleventh Supplemental Indenture or any other agreements, arrangements, or understanding between the parties, eachcounterparty to a BRRD Party under this Eleventh Supplemental Indenture acknowledges, accepts, and agrees to be bound by:(a) theeffect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party to itunder this Eleventh Supplemental Indenture, that (without limitation) may include and result in any of the following, or some combinationthereof:(i) thereduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;(ii) theconversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant BRRD Party oranother person (and the issue to or conferral on it of such shares, securities or obligations);(iii) thecancellation of the BRRD Liability;(iv) theamendment or alteration of the amounts due in relation to the BRRD Liability, including any interest, if applicable, thereon, the Maturityor the dates on which any payments are due, including by suspending payment for a temporary period; and(b) thevariation of the terms of this Eleventh Supplemental Indenture, as deemed necessary by the Relevant Resolution Authority, to give effectto the exercise of Bail-in Powers by the Relevant Resolution Authority.[Signature Pages Follow] 37 IN WITNESS WHEREOF, the parties hereto have causedthis Eleventh Supplemental Indenture to be duly executed as of the date first written above.| LLOYDS BANKING GROUP PLC, as Issuer | || --- | --- || By: | /s/ Kristofer Middleton || | Name: Kristofer Middleton || | Title: Head of Term Issuance and Capital Structuring | [Signature Page to Eleventh Supplemental Indenture] | THE BANK OF NEW YORK MELLON, acting through its London Branch, as Trustee and as Paying Agent | || --- | --- || By: | /s/ Colin Lamb || | Name: Colin Lamb || | Title: Authorised Signatory || The Bank of New York Mellon SA/NV, Dublin Branch, as Subordinated Debt Security Registrar | || --- | --- || By: | /s/ Colin Lamb || | Name: Colin Lamb || | Title: Authorised Signatory | [Signature Page to Eleventh Supplemental Indenture] EXHIBIT AFORM OF GLOBAL SECURITYUNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR INPART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARYOR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO ASUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVEOF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATIONOF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTEDBY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZEDREPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THEREGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.THE RIGHTS OF THE HOLDER OF THIS SUBORDINATED DEBT SECURITY ARE, TOTHE EXTENT AND IN THE MANNER SET FORTH IN SECTION 12.01 OF THE INDENTURE, SUBORDINATED TO THE CLAIMS OF OTHER CREDITORS OF THE COMPANY,AND THIS SUBORDINATED NOTE IS ISSUED SUBJECT TO THE PROVISIONS OF THAT SECTION 12.01, AND THE HOLDER OF THIS SUBORDINATED NOTE, BY ACCEPTINGTHE SAME, AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS. THE PROVISIONS OF SECTION 12.01 OF THE INDENTURE AND THE TERMS OF THIS PARAGRAPHARE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF SCOTLAND. A-1 CUSIP No. 539439 BE8ISIN No. US539439BE84Common Code: 309617592LLOYDS BANKING GROUP PLC6.068% FIXED RATE RESET DATED SUBORDINATED TIER2 NOTES DUE 2036| 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 June 13, 2036 or on such earlierdate as the principal hereof may become due in accordance with the terms hereof and to pay interest thereon semi-annually in arrears onJune 13 and December 13 of each year, commencing on December 13, 2025, and ending on June 13, 2036 (each, a “Payment Date”).Interest so payable on any Payment Date shall be paid to the holder in whose name this Subordinated Debt Security is registered on May29 and November 28 immediately preceding the related Payment Date, whether or not a Business Day (each a “Regular Record Date”).If (i) the Company fails to pay any installment of interest on any Subordinated Debt Security on or before its Payment Date and such failurecontinues for 14 days or (ii) the Company fails to pay all or any part of the principal of any Subordinated Debt Security on any dateon which such principal shall otherwise have become due and payable, whether upon redemption or otherwise, and such failure continuesfor seven days (each of (i) and (ii), a “Default”), the Trustee may commence a proceeding for the winding up of the Companyor a Qualifying Administration, provided that the Trustee may not, upon the occurrence of a Default, declare the principalamount of any of the Outstanding Subordinated Debt Securities to be due and payable.Interest shall accrue on this Subordinated DebtSecurity from (and including) the date of issuance to (but excluding) June 13, 2035 (the “Reset Date”) at the rate of 6.068%per annum (the “Initial Interest Rate”) and from (and including) the Reset Date to (but excluding) June 13, 2036 (the “Maturity”)(the “Reset Period”), at a rate per annum calculated by the Calculation Agent on the second Business Day immediately precedingthe Reset Date (the “Reset Determination Date”) as being equal to the sum of the applicable U.S. Treasury Rate (as definedbelow) (expressed as a rate per annum) and 1.600% (the “Margin”), such sum being converted to a semi-annual rate in accordancewith market convention (rounded to three decimal places, with 0.0005 rounded down) (the “Reset Rate of Interest”).Interest on the Subordinated Debt Securities willbe 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. If any scheduled Interest Payment Date is not a Business Day, the Company will payinterest on the next Business Day, but interest on that payment will not accrue during the period from and after the scheduled InterestPayment Date. If the scheduled Maturity date or date of redemption or repayment is not a Business Day, the Company may payinterest and principal on the next succeeding Business Day, but interest on that payment will not accrue during the period from and afterthe scheduled Maturity date or date of redemption or repayment. A-2 Payment of the principal amount of (and premium,if any) and any interest on, this Subordinated Debt Security will be made in Dollars. Such payment shall be made through oneor more Paying Agents appointed under the Indenture to the Holder of this Subordinated Debt Security. If the date for payment of the principalamount hereof (and premium, if any) or interest thereon is not a Business Day, then (subject as provided in the Indenture) such paymentshall be made on the next succeeding Business Day with the same force and effect as if made on such date for payment and without any interestor other payment in respect of such delay.Prior to due presentment of this Subordinated DebtSecurity for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whosename this Subordinated Debt Security is registered as the owner of such Subordinated Debt Security for the purpose of receiving paymentof principal and interest, if any, on such Subordinated Debt Security and for all other purposes whatsoever, whether or not such SubordinatedDebt Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by noticeto the contrary.Reference is hereby made to the further provisionsof this Subordinated Debt Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effectas if set forth at 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 Subordinated Debt Securityshall not be entitled to 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 Subordinated Debt Security, by purchasing or acquiringthis Subordinated Debt Security, each Holder (including each Beneficial Owner) of this Subordinated Debt Security 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 resultin (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Subordinated Debt Securities;(ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Subordinated Debt Securities into shares orother securities or other obligations of the Company or another person (and the issue to or conferral on the holder of such shares, securitiesor obligations, including by means of amendment, modification or variation of the terms of the Subordinated Debt Securities); and/or (iii)the amendment or alteration of the Maturity of the Subordinated Debt Securities, or amendment of the amount of interest due on the SubordinatedDebt Securities, or the dates on which interest becomes payable, including by suspending payment for a temporary period; any U.K. bail-inpower may be exercised by means of variation of the terms of the Subordinated Debt Securities 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 Maturity), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each Holder and each BeneficialOwner of the Subordinated Debt Securities further acknowledges and agrees that the rights of the Holders and/or Beneficial Owners underthe Subordinated Debt 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. 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), pursuant to which obligations of a bank, banking group company, credit institution or investment firm or anyof its affiliates can be reduced, canceled, modified, transferred and/or converted into shares or other securities or obligations of theobligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligationsmay be deemed to have been exercised. A reference to the “relevant U.K. resolution authority” is to any authority with theability to exercise a U.K. bail-in power.“U.S. Treasury Rate” means, with respectto the Reset Date, the rate per annum equal to: (1) the arithmetic average of the yields on actively traded U.S. Treasury securities adjustedto constant maturity for the maturity of one year (“Yields”), for the five consecutive business days immediately prior tothe Reset Determination Date and appearing under the caption “Treasury constant maturities” on the Reset Determination Dateas 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 activelytraded U.S. Treasury securities adjusted to constant maturity, under the caption “Treasury constant maturities”, for the maturityof 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 perioddescribed 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) isnot published during the week immediately prior to the Reset Determination Date or does not contain such yields, the rate per annum equalto the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable TreasuryIssue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Reset Date. A-4 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 notifiedby the Calculation Agent to the Company equal to the last reported Yield on U.S. Treasury securities having a maturity of one year basedon information appearing in the most recently published statistical release designated “H.15 Daily Update” (orany 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.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 Subordinated Debt Securities.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-half cent being rounded upwards).The interest rate on the Subordinated Debt Securitiesduring the Reset 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 Subordinated Debt Securitiesor an interest therein, each Holder and Beneficial Owner of Subordinated Debt Securities and each subsequent holder and Beneficial Ownerwaives any and all claims in law and/or equity against the Trustee, the Calculation Agent or any paying agent for, agrees not to initiatea suit against the Trustee, the Calculation Agent and any paying agent in respect of, and agrees that none of the Trustee, the CalculationAgent or any paying agent will be liable for, any action that the Trustee, the Calculation Agent or any paying agent, as the case maybe, takes, or abstains from taking, in each case in accordance herewith or any losses suffered in connection therewith.For the avoidance of doubt, the Trustee shall havethe rights set forth in Section 9.03 of the Subordinated Indenture with respect to any amendment or alteration of the terms and conditionsof the Subordinated Debt Securities and the Indenture. A-5 “Comparable Treasury Issue” means,with respect to the Reset Period, the U.S. Treasury security or securities selected by the Company with a maturity date on or about thelast day of the Reset 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 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 Quotation as quoted in writing to the Company by a Reference Treasury Dealer.“Reference Treasury Dealer” means eachof 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 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 theReset Determination Date.“Business Day” means any day, otherthan Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law orregulation to close in the City of New York or in the City of London.“Calculation Agent” means The Bankof New York Mellon, London Branch, or its successor appointed by the Company from time to time in accordance with the Calculation AgentAgreement between the Company and The Bank of New York Mellon, London Branch, dated as of the Issue Date. A-6 IN WITNESS WHEREOF, the Company has caused thisSubordinated Debt Security to be duly executed.Dated:| LLOYDS BANKING GROUP PLC | || --- | --- || By: | || | Name: || | Title: | A-7 CERTIFICATE OF AUTHENTICATIONThis is one of the Subordinated Debt Securitiesof the series designated herein referred to in the within-mentioned Indenture.Dated:| THE BANK OF NEW YORK MELLON, acting through its London Branch, as Trustee | || --- | --- || By: | || | Authorized Signatory | A-8 [REVERSE OF SECURITY]This security is one of a duly authorized issueof securities of the Company (herein called the “Subordinated Debt Securities”) issued and to be issued in one or more seriesunder a Subordinated Indenture, dated as of November 4, 2014 (herein called the “Subordinated Indenture”), between the Company,as issuer, and The Bank of New York Mellon, as Trustee (herein called the “Trustee,” which term includes any successor trusteeunder the Subordinated Indenture), as supplemented by the Eleventh Supplemental Indenture, dated as of June 13, 2025, among the Company,the Trustee, The Bank of New York Mellon, acting through its London Branch, as paying agent (herein called the “Paying Agent”)and The Bank of New York Mellon SA/NV, Dublin Branch, as Subordinated Debt Security Registrar (the “Eleventh Supplemental Indenture”,and, together with the Subordinated Indenture, the “Indenture”) to which Indenture and all indentures supplemental theretoreference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company,the Trustee and the Holders of the Subordinated Debt Securities and of the terms upon which the Subordinated Debt Securities are, andare to be, authenticated and delivered.This Subordinated Debt Security is one of the seriesdesignated on the face hereof, initially limited in aggregate principal amount to $1,250,000,000. The Company may, from time to time,without the consent of the Holders of the Subordinated Debt Securities, issue additional Subordinated Debt Securities of one or more ofthe series of Subordinated Debt Securities issued under the Subordinated Indenture, having the same ranking and the same interest rate,Maturity, redemption terms and other terms as the Subordinated Debt Securities, except for the price to the public, issue date and firstInterest Payment Date, provided that such additional Subordinated Debt Securities must be fungible with the outstanding Subordinated DebtSecurities for U.S. federal income tax purposes. Any such additional Subordinated Debt Securities, together with the SubordinatedDebt Securities of the applicable series, shall constitute a single series of Subordinated Debt Securities under the Subordinated Indentureand shall be included in the definition of “Securities” in the Subordinated Indenture where the context requires.The Subordinated Debt Securities will constituteour direct, unconditional, unsecured, unguaranteed and subordinated obligations ranking pari passu without any preference amongthemselves and ranking junior in right of payment to the claims of any existing and future unsecured and unsubordinated indebtedness ofthe Company.The rights of the Holders of the Subordinated DebtSecurities of this series are, to the extent and in the manner set forth in Section 12.01 of the Indenture, subordinated to the claimsof all Senior Creditors of the Company, and this series of Subordinated Debt Securities is issued subject to the provisions of that Section12.01, and the Holders of this series of Subordinated Debt Securities, by accepting the same, agree to and shall be bound by such provisions. Theprovisions of Section 12.01 of the Indenture and the terms of this paragraph are governed by, and shall be construed in accordance with,the laws of Scotland. A-9 If an Event of Default occurs with respect to SubordinatedDebt Securities of any series, then in every such case the Trustee or the Holder or Holders of not less than 25% in aggregate principalamount of the Outstanding Subordinated Debt Securities of this series may declare the principal amount, together with accrued interest(if any), and Additional Amounts (if any), payable on such Subordinated Debt Securities, of all the Subordinated Debt Securities to bedue and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holder or Holders), and upon anysuch declaration such amount shall become immediately due and payable.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 the Holders of the Subordinated Debt Securities by such appropriate judicial proceedings as the Trustee shall deem mosteffectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in the SubordinatedIndenture or in aid of the exercise of any power granted herein, or to enforce any other legal or equitable right vested in the Trusteeby the Subordinated 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 Subordinated Debt Securitiesprior to any date on which the principal of, or any interest on, the Subordinated Debt Securities would have otherwise been payable bythe 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 or a Qualifying Administration for all due andpayable amounts, provided that the Trustee may not, upon the occurrence of a Default (except in such winding-up, in accordance with Section5.01 of the Indenture), declare the principal amount of any of the Outstanding Subordinated Debt Securities to be due and payable.Failure to make any payment in respect of thisSubordinated Debt Security shall not be a Default if such payment is withheld or refused and an Opinion of Counsel is delivered to theTrustee concluding that such sums were not paid in order to comply with any fiscal or other law or regulation or with the order of anycourt 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 anOpinion of Counsel, upon which opinion the Trustee may conclusively rely, is appropriate and reasonable in the circumstances to resolvesuch doubt, in which case the Company shall forthwith take and expeditiously proceed with such action and shall be bound by any finalresolution of the doubt resulting therefrom. If any such action results in a determination that the relevant payment can be made withoutviolating any applicable law, regulation or order then the provisions of the preceding sentence shall cease to have effect and the paymentshall become due and payable 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 payments under Section 5.03(b) of the Indenture) after the Trustee gives written notice to the Company informing it ofsuch resolution. A-10 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 Subordinated Debt Securities. By accepting a Subordinated Debt Security, each Holderwill be deemed to have waived any right of set-off, counterclaim, combination of accounts, compensation or retention with respect to theSubordinated Debt Securities or this Subordinated Indenture (or between the obligations under or in respect of any Subordinated Debt Securitiesand any liability owed by a Holder to the Company) 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 (on behalf of the Holders) or the Holders, whether for the recoveryof amounts owing in respect of the Subordinated Debt Securities or under the Indenture or in respect of any breach by the Company of anyof its other obligations under or in respect of the Subordinated Debt Securities or under the Subordinated Indenture, except that theTrustee and the Holders shall have such rights and powers as they are required to have under the Trust Indenture Act.Amounts to be paid on the Subordinated Debt Securitieswill 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 imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any politicalsubdivision thereof or authority thereof that has the power to tax (a “U.K. Taxing Jurisdiction”), unless such deduction orwithholding is required by law. If at any time a U.K. Taxing Jurisdiction requires the Company to make such deduction or withholding,the Company will pay additional amounts with respect to the interest only on the Subordinated Debt Securities (“Additional Amounts”)that are necessary in order that the net amounts of interest paid to the Holders of Subordinated Debt Securities of the particular series,after the deduction or withholding, shall equal the amounts of interest only which would have been payable on the Subordinated Debt Securitiesif the deduction or withholding had not been required. However, this will not apply to any such tax, levy, impost, duty, charge or feewhich would not have been deducted or withheld but for the fact that:(i) the Holder or the Beneficial Owner of the SubordinatedDebt Security is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or physicallypresent in, the U.K Taxing Jurisdiction or otherwise having some connection with the U.K. Taxing Jurisdiction other than the holding orownership of a Subordinated Debt Security, or the collection of any payment of, or in respect of, principal of, or any interest or otherpayment on, any Subordinated Debt Security;(ii) except in the case of winding-up in the UnitedKingdom, the relevant Subordinated Debt Security is presented (where presentation is required) for payment in the United Kingdom;(iii) the relevant Subordinated Debt Security ispresented (where presentation is required) for payment more than 30 days after the date payment became due or was provided for, whicheveris later, except to the extent that the Holder would have been entitled to the Additional Amounts on presenting the same for payment atthe close of that 30 day period; A-11 (iv) the Holder or the Beneficial Owner of therelevant Subordinated Debt Security or the Beneficial Owner of any payment of or in respect of principal of, or any interest or otherpayment on, the Subordinated Debt Security failed to comply with a request of the Company or its liquidator or other authorized personaddressed to the Holder (x) to provide information concerning the nationality, residence or identity of the Holder or the Beneficial Owneror (y) to make any declaration or other similar claim to satisfy any requirement, which in the case of (x) or (y), is required or imposedby a statute, treaty, regulation or administrative practice of the U.K. Taxing Jurisdiction as a precondition to exemption from all orpart 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 US Internal Revenue Code andthe U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and the UnitedKingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted or issued in any jurisdictionimplementing, or relating to, FATCA or any intergovernmental agreement; or(vi) any combination of subclauses (i) through(v) above,nor shall Additional Amounts be paid with respectto any interest only on the Subordinated Debt Securities to any Holder who is a fiduciary or partnership or settlor with respect to suchfiduciary or a member of such partnership other than the sole Beneficial Owner of such payment to the extent such payment would be requiredby the laws of any taxing jurisdiction to be included in the income for tax purposes of a beneficiary or partner or settlor with respectto such fiduciary or a member of such partnership or a Beneficial Owner who would not have been entitled to such Additional Amounts, hadit been the Holder. With respect to any deduction or withholding made by any of the Company, the Trustee, the Paying Agent or anotherwithholding agent from any amount payable on, or in respect of, the Subordinated Debt Securities in the events described in clauses (i)through (vi) above, the amounts so deducted or withheld shall be treated as having been paid to the holder of the Subordinated Debt Securities,and no additional amounts will be paid on account of any such deduction or withholding. None of the Company, the Trustee, the Paying Agentor another withholding agent shall have any liability in connection with their compliance with any such withholding obligation under applicablelaw.Whenever in the Indenture there is mentioned, inany context, the payment of interest on, or in respect of, any Subordinated Debt Securities of any series such mention shall be deemedto include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amountsare, were or would be payable in respect thereof pursuant to the provisions of this Section and as if express mention of the payment ofAdditional Amounts (if applicable) were made in any provisions hereof where such express mention is not made. Upon request from the Trusteeor a paying agent, the Company shall provide information reasonably necessary and readily available in order to enable to the Trusteeor paying agent to determine whether any withholding obligations under FATCA apply. None of the Company, the Trustee or a paying agentshall have any liability in connection with the Company’s or Trustee’s or paying agent’s compliance with any such withholdingobligation under applicable law. A-12 Subordinated Debt Securities may not be redeemedexcept in accordance with provisions of applicable law, applicable provisions of the Applicable Regulations and except as provided inthe Indenture. The Subordinated Debt Securities may not be redeemed in whole or in part at the option of the Holder thereof.Subject to the limitations specified below, theCompany may, at the option of the Company, on not less than 15 nor more than 30 days’ notice, redeem the Subordinated Debt Securities,as a whole but not in part, at a redemption price equal to 100% of the principal amount, of the Subordinated Debt Securities then outstanding,together with any accrued interest to (but excluding) the date fixed for redemption, if at any time the Company determines that:(i) asa result of a change in, or amendment to, the laws or regulations of the United Kingdom, or any political subdivision or authority thereinor thereof, having the power to tax, including any treaty to which the United Kingdom is a party, or any change in any generally publishedapplication or interpretation of such laws, including a decision of any court or tribunal, or any change in the generally published applicationor interpretation of such laws by any relevant tax authority or any generally published pronouncement by any tax authority, which change,amendment or pronouncement (x) (subject to (y)) becomes effective on or after the date of issuance of the Subordinated Debt Securities(the “Issue Date”), or (y) in the case of a change in law, if such change is enacted by United Kingdom Act of Parliament orimplemented by statutory instrument, on or after the Issue Date (a “Tax Law Change”), the Company has paid or will or wouldon the next payment date be required to pay Additional Amounts to any Holder of the Subordinated Debt Securities; and/or(ii) aTax Law Change would:(A) resultin the Company not being entitled to claim a deduction in respect of any payments (or its corresponding funding costs as recognized inits financial statements) in respect of the Subordinated Debt Securities in computing its taxation liabilities or the amount or valueof such deduction to the Company would be materially reduced;(B) preventthe Subordinated Debt Securities from being treated as loan relationships for United Kingdom tax purposes;(C) asa result of the Subordinated Debt Securities being in issue, result in the Company not being able to have losses or deductions set againstthe profits or gains, or profits or gains offset by the losses or deductions, of companies with which it is or would otherwise be so groupedfor applicable United Kingdom tax purposes (whether under the group relief system current as of the Issue Date or any similar system orsystems having like effect as may from time to time exist); A-13 (D) resultin a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax, in respect of a write-downof the principal amount of the Subordinated Debt Securities or the conversion of the Subordinated Debt Securities into shares or otherobligations of the Company (including, pursuant to the terms and conditions of the Subordinated Debt Securities or as a result of theexercise of any regulatory powers under the Banking Act); or(E) resultin a Subordinated Debt Security or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes,(each such Tax Law Change, a “Tax Event”); provided,however, in each case that the Company could not avoid the consequences of the Tax Event by taking measures reasonably availableto it.Prior to the delivery of any such notice of redemption,the Company shall deliver to the Trustee (i) a written legal opinion of independent United Kingdom counsel of recognized standing (selectedby the Company), in a form satisfactory to the Trustee, to the effect that a Tax Event has occurred, and (ii) an Officer’s Certificateconfirming (1) that all the conditions necessary for redemption have occurred and that the Company could not avoid the consequences ofthe Tax Event by taking measures reasonably available to it, and (2) that if, and to the extent required under Applicable Regulations,the Company has demonstrated to the satisfaction of the Relevant Regulator that the relevant change or event is material and was not reasonablyforeseeable by the Company on the Issue Date. The Trustee is entitled to conclusively rely on and accept such opinion and Officer’sCertificate without any duty whatsoever of further inquiry and without liability to any person, in which event such opinion and Officer’sCertificate shall be conclusive and binding on the Trustee, the Holders and the Beneficial Owners.Subject to the conditions set out below, the SubordinatedDebt Securities are redeemable, as a whole but not in part, at the option of the Company, on not less than 15 calendar days’ normore than 30 calendar days’ notice, at any time, at a redemption price equal to 100% of the principal amount, together with accruedbut unpaid interest thereon, if any, in respect of Subordinated Debt Securities to, but excluding, the date fixed for redemption if, immediatelyprior to the giving of the notice referred to above, a Capital Disqualification Event has occurred.Prior to the giving of any notice of redemption,the Company must deliver to the Trustee an Officer’s Certificate stating that (i) a Capital Disqualification Event has occurred,and (ii) if, and to the extent required under Applicable Regulations, the Company has demonstrated to the satisfaction of the RelevantRegulator that the relevant change was not reasonably foreseeable by the Company as at the Issue Date. The Trustee shall be entitled toaccept such Officer’s Certificate without any further inquiry and without liability to any person, in which event such Officer’sCertificate shall be conclusive and binding on the Trustee and the Holders and Beneficial Owners. A-14 Subject to the conditions set out below, and toapplicable law in force at the relevant time, including the Applicable Regulations, the Company may from time to time purchase SubordinatedDebt Securities in the open market or by tender or by private agreement, in any manner and at any price or at differing prices. SubordinatedDebt Securities purchased or otherwise acquired by the Company may be held, resold or at the Company’s sole discretion, surrenderedto the Trustee for cancellation (in which case all Subordinated Debt Securities so surrendered will forthwith be cancelled in accordancewith applicable law and thereafter may not be re-issued or resold).Subject to the conditions set out below, the SubordinatedDebt Securities are redeemable, in whole but not in part, at the option of the Company, on not less than 15 calendar days’ nor morethan 30 calendar days’ notice to each Holder of Subordinated Debt Securities to be redeemed, at any time, at a redemption priceequal to 100% of the principal amount, together with accrued but unpaid interest thereon, if any, to, but excluding June 13, 2035, atthe option of the Company on the Reset Date. Notice shall be given to the Trustee at least five Business Days prior to the date noticeis sent to Holders, unless a shorter notice period shall be satisfactory to the Trustee.Upon the occurrence of a Tax Event or a CapitalDisqualification Event, the Company may, subject to the conditions set out in Section 11.13 of the Indenture, but without any requirementfor the consent or approval of the Holders of the Subordinated Debt Securities, at any time (whether before, on or following the ResetDate) either substitute all (but not some only) of the Subordinated Debt Securities for, or vary the terms of the Subordinated Debt Securitiesso that they remain or, as appropriate, become, Compliant Securities, and the Trustee shall (subject to the below) agree to such substitutionor variation. Upon the expiry of such notice, the Company shall either vary the terms of or substitute the Subordinated Debt Securities,as the case may be.Prior to the giving of any notice of substitutionor variation, the Company must deliver to the Trustee an Officer’s Certificate stating that a Tax Event or a Capital DisqualificationEvent, as the case may be, has occurred, setting out the details thereof, and stating that the terms of the relevant Compliant Securitiescomply with the definition thereof. The Trustee shall be entitled to accept such Officer’s Certificate without any further inquiry,in which event such Officer’s Certificate shall be conclusive and binding on the Trustee and the Holders and Beneficial Owners ofthe Subordinated Debt Securities.“Compliant Securities” means securitiesissued directly by the Company that:(a) have terms not materially less favorable toan investor than the terms of the Subordinated Debt Securities (as reasonably determined by the Company in consultation with an investmentbank or financial adviser of international standing (which in either case is independent of the Company)) and provided that the Companyhas delivered an Officer’s Certificate to such effect (including as to such consultation) to the Trustee (upon which the Trusteeshall be entitled to rely without further inquiry and without liability to any person) prior to the issue or variation of the relevantsecurities); A-15 (b) subject to (a) above (1) contain terms whichcomply with the then current requirements of the Relevant Regulator in relation to Tier 2 capital; (2) provide for the same interest rateand Interest Payment Dates from time to time applying to the Subordinated Debt Securities; (3) rank pari passu with the ranking of theSubordinated Debt Securities; (4) preserve any existing rights under the Indenture to any accrued interest or other amounts which havenot been either paid or canceled; and (5) preserve the obligations of the Company as to payments of principal in respect of the SubordinatedDebt Securities, including (without limitation) as to the timing and amount of such payments;(c) are (1) listed on the New York Stock Exchangeor (2) listed on such other stock exchange as is a Recognized Stock Exchange at that time as selected by the Company; and(d) where the Subordinated Debt Securities whichhave been substituted or varied had a published rating (solicited by, or assigned with the cooperation of, the Company) from a RatingAgency immediately prior to their substitution or variation, each such Rating Agency has ascribed, or announced its intention to ascribe,an equal or higher published rating to the relevant Compliant Securities.“Recognized Stock Exchange” means arecognized stock exchange as defined in section 1005 of the U.K. Income Tax Act 2007 as the same may be amended from time to time andany provision, statute or statutory instrument replacing the same from time to time.The Subordinated Debt Securities may be redeemed,purchased, substituted or varied by the Company prior to Maturity as provided in the foregoing paragraphs, subject to:(a) the Company giving notice to the Relevant Regulatorand the Relevant Regulator granting permission to the Company to redeem, purchase, substitute or vary the Subordinated Debt Securitiesas the case may be (in each case to the extent, and in the manner, required by the Applicable Regulations);(b) in respect of any redemption of the SubordinatedDebt Securities proposed to be made prior to the fifth anniversary of the Issue Date, if and to the extent then required under the ApplicableRegulations (a) in the case of an optional redemption due to a Tax Event, the Company having demonstrated to the satisfaction of the RelevantRegulator that the relevant change or event is material and was not reasonably foreseeable by the Company as at the Issue Date or (b)in the case of redemption following the occurrence of a Capital Disqualification Event, the Company having demonstrated to the satisfactionof the Relevant Regulator that the relevant change (or pending change) was not reasonably foreseeable by the Company as at the Issue Dateand the Relevant Regulator considering such change to be sufficiently certain; A-16 (c) if and to the extent then required under theApplicable Regulations, either: (A) the Company having replaced the Subordinated Debt Securities with instruments qualifying as own fundsof equal or higher quality on terms that are sustainable for the income capacity of the Company; or (B) (save in the case of sub-paragraph(d)(A) below) the Company demonstrating to the satisfaction of the Relevant Regulator that the own funds and eligible liabilities of theCompany would, following such redemption, purchase, substitution or variation, exceed its minimum applicable capital requirements (includingany applicable buffer requirements) by a margin that the Relevant Regulator considers necessary at such time; and(d) in the case of any purchase prior to the fifthanniversary of the Issue Date, in addition to satisfying either of the conditions specified in paragraph (c) above, either: (A) the Companyhaving, before or at the same time as such purchase, replaced the Subordinated Debt Securities with own funds instruments of equal orhigher quality at terms that are sustainable for the income capacity of the Company, and the Relevant Regulator having permitted suchaction on the basis of the determination that it would be beneficial from a prudential point of view and justified by exceptional circumstances;or (B) the relevant Subordinated Debt Securities being purchased for market- making purposes in accordance with the Applicable Regulations.Any refusal by the Relevant Regulator to grantits permission as contemplated above shall not constitute a Default or an Event of Default for any purpose. Notwithstanding the aboveconditions, if, at the time of any redemption, purchase, substitution or variation, the then-prevailing Applicable Regulations permitthe repayment, purchase, substitution or variation only after compliance with one or more alternative or additional preconditions to thoseset out above, the Company shall comply with such other and/or, as appropriate, additional pre-condition(s).If the Company elects to redeem the SubordinatedDebt Securities, the Subordinated Debt Securities will cease to accrue interest from the date of redemption, provided the redemption pricehas been paid 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 Subordinated Debt Securities of this seriesshall terminate. A-17 Notwithstanding any other agreements, arrangements,or understandings between the Company and any Holder or Beneficial Owner of the Subordinated Debt Securities, by purchasing or acquiringthe Subordinated Debt Securities, each Holder (including each Beneficial Owner) of the Subordinated Debt 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 resultin (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Subordinated Debt Securities;(ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Subordinated Debt Securities into shares orother securities or other obligations of the Company or another person (and the issue to or conferral on the holder of such shares, securitiesor obligations, including by means of an amendment, modification or variation of the terms of the Subordinated Debt Securities); and/or(iii) the amendment or alteration of the Maturity of the Subordinated Debt Securities, or amendment of the amount of interest due on theSubordinated Debt 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 Subordinated Debt Securities solely to give effect tothe 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 Maturity), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each Holderand Beneficial Owner of the Subordinated Debt Securities further acknowledges and agrees that the rights of the Holders and/or BeneficialOwners under the Subordinated Debt Securities are subject to, and will be varied, if necessary, solely to give effect to, the exerciseof any U.K. bail-in power by the relevant U.K. resolution authority.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), pursuant to which obligations of a bank, banking group company, credit institution or investment firm or anyof its affiliates can be reduced, canceled, modified, transferred and/or converted into shares or other securities or obligations of theobligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligationsmay be deemed to have been exercised. A reference to the “relevant U.K. resolution authority” is to any authority with theability to exercise a U.K. bail-in power.By purchasing or acquiring the Subordinated DebtSecurities, each Holder and each Beneficial Owner of the Subordinated Debt Securities:(i) acknowledges and agrees that no exercise ofthe U.K. bail-in power by the relevant U.K. resolution authority in respect of the Subordinated Debt Securities 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; A-18 (ii) to the extent permitted by the Trust IndentureAct, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees thatthe Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with theexercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Debt Securities; and(iii) acknowledges and agrees that, upon the exerciseof any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directionsfrom Holders or Beneficial Owners of the Subordinated Debt Securities under Section 5.12 of the Subordinated Indenture, and (b) neitherthe Subordinated Indenture nor the Eleventh Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect tothe exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completionof the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Subordinated Debt 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 Subordinated DebtSecurities), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Subordinated Debt Securitiesfollowing such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an amendmentto the Eleventh Supplemental Indenture, unless the Company and the Trustee agree in writing that a supplemental indenture is not necessary.Each Holder or Beneficial Owner that purchasesor acquires its Subordinated Debt Securities in the secondary market shall be deemed to acknowledge, agree to be bound by and consentto the same provisions specified in the Indenture to the same extent as the Holders and Beneficial Owners of the Subordinated Debt Securitiesthat acquire the Subordinated Debt Securities upon their initial issuance, including, without limitation, with respect to the acknowledgementand agreement to be bound by and consent to the terms of the Subordinated Debt Securities, including in relation to the U.K. bail-in power.By purchasing or acquiring the Subordinated DebtSecurities, each Holder and each Beneficial Owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power as itmay be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respectto the Subordinated Debt Securities and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediarythrough which it holds such Subordinated Debt Securities to take any and all necessary action, if required, to implement the exerciseof any U.K. bail-in power with respect to the Subordinated Debt Securities as it may be imposed, without any further action or directionon the part of such Holder or Beneficial Owner or the Trustee.No repayment of the principal amount of the SubordinatedDebt Securities or payment of interest on the Subordinated Debt 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 scheduledto become due, such repayment or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdomapplicable to the Company and the Group. A-19 Neither a reduction or cancellation, in part orin full, of the principal amount of, or interest on, the Subordinated Debt Securities or the conversion thereof into another securityor obligation of the Company or another person, as a result of the exercise of the U.K. bail-in power by the relevant U.K. resolutionauthority with respect to the Company, nor the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respectto the Subordinated Debt Securities will be a Default or an Event of Default for any purpose.Upon the exercise of the U.K. bail-in power bythe relevant U.K. resolution authority with respect to the Subordinated Debt Securities, the Company shall provide a written notice toDTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying Holders of such occurrence. TheCompany shall also deliver a copy of such notice to the Trustee for information purposes. Any delay or failure by the Company in deliveringthe notices referred 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 Subordinated Debt Securities.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 Subordinated Debt Securities to be affected thereby by the Company and the Trustee with the consent of the Holders of not lessthan two-thirds in principal amount of the Subordinated Debt Securities at the time outstanding. The Indenture also containsprovisions permitting the Holders of a majority in aggregate principal amount of the Outstanding Subordinated Debt Securities, on behalfof the Holders of all Subordinated Debt Securities, to waive compliance by the Company with certain provisions of the Indenture and certainpast defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Subordinated DebtSecurity shall be conclusive and binding upon such Holder and upon all future Holders of this Subordinated Debt Security and of any SubordinatedDebt Security issued in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this SubordinatedDebt Security.No reference herein to the Indenture and no provisionof this Subordinated Debt Security 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 Subordinated Debt Security at the times,place and rate, and in the coin or currency, herein prescribed.As set forth in, and subject to, the provisionsof the Indenture, no Holder of any Subordinated Debt Security of this series shall have any right to institute any proceeding, judicialor otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlesssuch holder fulfills the requirements of Section 5.07 under the Indenture. A-20 No reference herein to the Indenture and no provisionof this Subordinated Debt Security or of the Indenture shall alter or impair the right of the Holder of this Subordinated Debt Security,which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and interest, if any, on, this SubordinatedDebt Security when due and payable in accordance with the provisions of this Subordinated Debt Security and the Indenture.The Subordinated Indenture, the Eleventh SupplementalIndenture and the Subordinated Debt Securities are governed by, and construed in accordance with, the laws of the State of New York, exceptfor the subordination and waiver of set-off provisions relating to the Subordinated Debt Securities, which are governed by, and construedin accordance with, the laws of Scotland.Unless otherwise defined herein, all terms usedin this Subordinated Debt Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. A-21 Exhibit 5.1| Lloyds Banking Group plc 25 Gresham Street London EC2V 7HN | CMS Cameron McKenna Nabarro Olswang LLP Saltire Court 20 Castle Terrace Edinburgh EH1 2EN DX ED 194 EDINBURGH T +44 131 200 8000 F +44 131 200 8888 cms.law || --- | --- || | 13 June 2025 || Your ref | || --- | --- || Our ref | PUAL/STPH/EDN/0X2244.10048 |Dear Ladies and Gentlemen,We haveacted as solicitors in Scotland for Lloyds Banking Group plc (the Company) in connection with the issue by Lloyds Banking Groupplc of: $1,250,000,000 4.818% Senior Callable Fixed-to-Fixed Rate Notes due 2029 (the Senior Fixed Rate Notes) and of $500,000,000Senior Callable Floating Rate Notes due 2029 (the Senior Floating Rate Notes and, together with the Senior Fixed Rate Notes, theNotes) in an underwritten public offering pursuant to underwriting agreements and pricing agreements dated as of 10 June2025.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 twenty-first supplemental indenture dated as of 13 June 2025 inrespect 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. UK-709717170.3CMS Cameron McKenna Nabarro Olswang LLP is a limited liability partnership registered in England and Wales with registration number OC310335. It is a body corporate which 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 members and 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 firm can be found at cms.lawCMS Cameron McKenna Nabarro Olswang LLP is a member of CMS Legal Services EEIG (CMS EEIG), a European Economic Interest Grouping that coordinates an organisation of independent law firms. CMS EEIG provides no client services. Such services are solely provided by CMS EEIG’s member firms in their respective jurisdictions. CMS EEIG and each of its member firms are separate and legally distinct entities, and no such entity has 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 each other. The brand name “CMS” and the term “firm” are used to refer to some or all of the member firms or their offices. Further information can be found at www.cmslegal.comNotice: the firm does not accept 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| Lloyds Banking Group plc 25 Gresham Street London EC2V 7HN | CMS Cameron McKenna Nabarro Olswang LLP Saltire Court 20 Castle Terrace Edinburgh EH1 2EN DX ED 194 EDINBURGH T +44 131 200 8000 F +44 131 200 8888 cms.law || --- | --- || | 13 June 2025 || Your ref || --- || Our ref - PUAL/STPH/EDN/0X2244.10049 |Dear Ladies and GentlemenWe have acted as solicitors in Scotland for LloydsBanking Group plc (the Company) in connection with the issue by the Company of $1,250,000,000 6.068% Fixed Rate Reset SubordinatedTier 2 Securities due 2036 (the Notes) in an underwritten public offering pursuant to an underwriting agreement and pricing agreementdated as of 10 June 2025. The Notes are to be issued pursuant to a subordinated indenture dated as of 4 November 2014 (theOriginal Indenture) between the Company and The Bank of New York Mellon, acting through its London branch, as trustee (the Trustee),as amended and supplemented by an eleventh supplemental indenture dated as of 13 June 2025 between, among others, the Company and theTrustee (the Supplemental Indenture and, together with the Original Indenture, the Indenture).We, as your solicitors, have examined originalsor copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officialsand other instruments as we have deemed necessary for the purposes of rendering this opinion. For the purposes of opinion (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.On the basis of the foregoing, we advise you that,in our opinion, (1) the Notes have been duly authorized in accordance with the Indenture, and, when the Notes have been (a) executedand authenticated, and (b) delivered and duly paid for by the purchasers thereof, the Notes will constitute valid and binding obligationsof the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency and similarlaws affecting creditors’ rights generally (including the Banking Act 2009 and any secondary legislation, instruments or ordersmade, or which may be made, under it) and equitable principles of general applicability, and (2) the Original Indenture and the TenthSupplemental Indenture have been duly authorized by all necessary corporate action on the part of the Company, and, insofar as Scots lawgoverns the formalities of execution and delivery thereof, have been duly executed and delivered by or on behalf of the Company. UK - 709718410.3CMS Cameron McKenna Nabarro Olswang LLP is a limited liability partnership registered in England and Wales with registration number OC310335. It is a body corporate which 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 members and 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 firm can be found at cms.lawCMS Cameron McKenna Nabarro Olswang LLP is a member of CMS Legal Services EEIG (CMS EEIG), a European Economic Interest Grouping that coordinates an organisation of independent law firms. CMS EEIG provides no client services. Such services are solely provided by CMS EEIG’s member firms in their respective jurisdictions. CMS EEIG and each of its member firms are separate and legally distinct entities, and no such entity has 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 each other. The brand name “CMS” and the term “firm” are used to refer to some or all of the member firms or their offices. Further information can be found at www.cmslegal.com.Notice: the firm does not accept service by e-mail of court proceedings, other processes or formal notices of any kind without specific prior written agreement. The foregoing opinion is limited to the laws ofScotland. We have made no investigation of the laws of any jurisdiction other than Scotland and neither express nor imply anyopinion as to any other laws and in particular the laws of the State of New York and the laws of the United States of America and ouropinion is subject to such laws including the matters stated in the opinion of Davis Polk & Wardwell London LLP. The lawsof the State of New York are the chosen governing law of the Notes and we have assumed that the Notes constitute valid, binding and enforceableobligations of the Company, enforceable against the Company in accordance with their terms, under such laws.We hereby consent to the filing of this opinionas 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 admitthat we are in the category of persons whose consent is required under Section 7 of the US Securities Act of 1933, as amended.This opinion is rendered solely to you in connectionwith the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by or furnished to any other personwithout our prior written consent.Yours faithfully,/s/ CMS Cameron McKenna Nabarro Olswang LLPCMS Cameron McKenna Nabarro Olswang LLP 2 Exhibit 5.3| Davis Polk & Wardwell London llp 5 Aldermanbury Square London EC2V 7HR davispolk.com || --- |June 13, 2025Lloyds Banking Group plc25 Gresham StreetLondon EC2V 7HNUnited KingdomLadies 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 4.818% Senior Callable Fixed-to-Fixed Rate Notes due 2029(the “Fixed Rate Notes”) and $500,000,000 aggregate principal amount of the Company’s Senior Callable FloatingRate Notes due 2029 (the “Floating Rate Notes”, together with the Fixed Rate Notes, the “Securities”),in an underwritten public offering pursuant to (i) the Underwriting Agreement dated June 10, 2025 (the “Base Underwriting Agreement”)and (ii) the Pricing Agreement dated as of June 10, 2025 (the “Pricing Agreement” and, together with the Base UnderwritingAgreement, the “Underwriting Agreement”). The Securities are to be issued pursuant to the provisions of the seniordebt securities indenture dated as of July 6, 2010, as amended by the First Supplemental Indenture dated as of July 6, 2016 (the “SeniorIndenture”) between the Company and The Bank of New York Mellon, acting through its London Branch, as trustee (the “Trustee”),as supplemented by the twenty-first supplemental indenture dated as of the date hereof among the Company, the Trustee, The Bank of NewYork Mellon, acting through its London Branch, as paying agent and The Bank of New York Mellon SA/NV, Dublin Branch, as senior debt securityregistrar (the “Senior Debt Security Registrar”) (the “Twenty-First Supplemental Indenture” and,together with the Senior Indenture, the “Indenture”, and the Indenture, together with the Securities, the “Documents”).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. Davis Polk & Wardwell London LLP is a limited liability partnership formed under the laws of the State of New York, USA and is authorised and regulated by the Solicitors Regulation Authority with registration number 566321. Davis Polk includes Davis Polk & Wardwell LLP and its associated entities | 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 Twenty-First Supplemental Indenture have been duly authorized, executed and delivered by the Company insofar as Scots law is concerned, the Senior Indenture and the Twenty-First Supplemental Indenture have been duly executed and delivered by the Company, and assuming that the Senior Indenture and the Twenty-First 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 Twenty-First 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 Agreement, 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 Twenty-FirstSupplemental 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 June 13, 2025, to be filed as an exhibit to a report on Form 6-K concurrently withthis opinion. | June 13, 2025 | 2 || --- | --- | | 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 | June 13, 2025 | 3 || --- | --- | Exhibit 5.4| Davis Polk & Wardwell London llp 5 Aldermanbury Square London EC2V 7HR davispolk.com || --- |June 13, 2025Lloyds Banking Group plc25 Gresham StreetLondon EC2V 7HNUnited KingdomLadies 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 6.068% Fixed Rate Reset Subordinated Tier 2 Notes due 2036(the “Securities”), in an underwritten public offering pursuant to (i) the Underwriting Agreement dated June 10, 2025(the “Base Underwriting Agreement”) and (ii) the Pricing Agreement dated as of June 10, 2025 (the “PricingAgreement” and, together with the Base Underwriting Agreement, the “Underwriting Agreement”). The Securitiesare to be issued pursuant to the provisions of the subordinated debt securities indenture dated as of November 4, 2014 (the “BaseIndenture”) between the Company and The Bank of New York Mellon, acting through its London Branch, as trustee (the “Trustee”),as amended and supplemented by the eleventh supplemental indenture dated as of the date hereof among the Company, the Trustee, The Bankof New York Mellon, acting through its London Branch, as paying agent and The Bank of New York Mellon SA/NV, Dublin Branch, as subordinateddebt security registrar (the “Eleventh Supplemental Indenture” and, together with the Base Indenture, the “Indenture”,and the Indenture, together with the Securities, the “Documents”).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. Davis Polk & Wardwell London LLP is a limited liability partnership formed under the laws of the State of New York, USA and is authorised and regulated by the Solicitors Regulation Authority with registration number 566321. Davis Polk includes Davis Polk & Wardwell LLP and its associated entities | 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 Base Indenture and the Eleventh Supplemental Indenture have been duly authorized, executed and delivered by the Company insofar as Scots law is concerned, the Base Indenture and the Eleventh Supplemental Indenture have been duly executed and delivered by the Company, and assuming that the Base Indenture and the Eleventh Supplemental Indenture have been duly authorized, executed and delivered by each of the Company and the Trustee and that each of the Trustee and the Company has full power, authority and legal right to enter into and perform its obligations thereunder, the Base Indenture and the Eleventh 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 Agreement, 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 3.21 of the EleventhSupplemental 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 June 13, 2025, to be filed as an exhibit to a report on Form 6-K concurrently withthis opinion. | June 13, 2025 | 2 || --- | --- | | 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 | June 13, 2025 | 3 || --- | --- |**

LYG 6-K