EXHIBIT 4.3


 





FORM
OF FIXED RATE SENIOR GLOBAL NOTE


 


THIS SECURITY
IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


CUSIP
No. 539439 AK5

ISIN No. US539439AK53

Common Code: 144250141


 


LLOYDS BANKING
GROUP plc


 


3.100% SENIOR
NOTE DUE 2021


 


	No. [1]	$500,000,000


 


 


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
$500,000,000 (five hundred million dollars) on July 6, 2021 or on such earlier date as the principal hereof may become due in
accordance with the terms hereof and to pay interest thereon semi-annually in arrears on January 6 and July 6 of each year, commencing
on January 6, 2017, and ending on July 6, 2021 (each, a “Payment Date”). Interest so payable on any Payment Date shall
be paid to the Holder in whose name this Senior Note is registered on the 15th calendar day immediately preceding the
relevant Payment Date, whether or not such day is a Business Day, as defined in the Indenture (each a “Regular Record Date”).
Any interest which is payable, but is not punctually paid or duly provided for, on any Payment Date is herein called “Default
Interest”. Default Interest shall cease to be payable to the registered Holder on the relevant Regular Record Date by virtue
then of having been such Holder, and such Default Interest may be paid by the Company, at its election in each case, as provided
in clause (x) or (y) below: (x) the Company may elect to make payment of any Default Interest to registered Holders at the close
of business on a Special Record Date (a “Special Record Date”) for the payment of such Default Interest, such Special
Record Date to be fixed in accordance with Section 3.07(a) of the Indenture or, (y) the Company may make payment of any Default
Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Note may be
listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the trustee of the
proposed payment, such manner of payment shall be deemed practicable by the trustee.


 




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Interest
shall accrue on this Senior Note from day to day from the date of issuance hereof or from the most recent Payment Date at the
rate of 3.100% per annum, until the principal amount hereof is paid or made available for payment.


 


Payments
of interest on this Senior Note 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.


 


Payment
of the principal amount of (and premium, if any) and any interest on, this Senior Note will be made in such coin or currency of
the United States of America as at the time 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 outside the United Kingdom for collection by the Holder.
If the date for payment of the principal amount hereof (and premium, if any) or interest thereon is not a Business Day, then (subject
as provided in the Indenture) such payment shall be made on the next succeeding Business Day with the same force and effect as
if made on such date for payment and without any interest or other payment in respect of such delay.


 


Prior
to due presentment of this Senior Note 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 Senior Note is registered as the owner of such Senior Note for the purpose
of receiving payment of principal and interest, if any, on such Senior Note and for all other purposes whatsoever, whether or
not such Senior Note 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 Senior Note 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 signature,
this Senior Note 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 Senior Note,
by purchasing or acquiring this Senior Note, each Holder (including each Beneficial Owner) of this Senior Note acknowledges, accepts,
agrees to be bound by and consents to the exercise of any U.K. bail-in power (as defined below) 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,
this Senior Note; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, this Senior Note into
shares or other securities or other obligations of the Company or another person; and/or (iii) the amendment or alteration of
the maturity of this Senior Note, or amendment of the amount of interest due on this Senior Note, or the dates on which interest
becomes payable, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of
variation of the terms of this Senior Note solely to give effect to the exercise by the


 




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relevant
U.K. resolution authority of such U.K. bail-in power. Each Holder and Beneficial Owner of this Senior Note further acknowledges
and agrees that the rights of the Holders and/or Beneficial Owners under this Senior Note 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.


 


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


 


[The rest
of this page is intentionally left blank]


 




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









 


Dated: July 6, 2016


 


	 	LLOYDS BANKING GROUP PLC
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 


 


 


 


 


 


[2021
Fixed Rate Global Note No. [1] Signature Page]


 






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CERTIFICATE
OF AUTHENTICATION


 


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


 


Dated: July 6, 2016


 


	 	THE BANK OF NEW YORK MELLON,	 
	 	as Trustee	 
	 	 	 
	 	 	 
	 	By:		 
	 	 	Authorized Signatory	 


 


 


 


 


 


 


 


 


[2021
Fixed Rate Global Note No. [1] Signature Page]






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 [REVERSE
OF SECURITY]


 


This
Senior Note is one of a duly authorized issue of securities of the Company (herein called the “Senior Notes”) issued
and to be issued in one or more series under a Senior Debt Securities Indenture, dated as of July 6, 2010 (herein called the “Senior
Indenture”), among the Company, as issuer, and The Bank of New York Mellon, as trustee (herein called the “Trustee,”
which term includes any successor trustee under the Senior Indenture), as supplemented by the First Supplemental Indenture dated
as of July 6, 2016, among the Company and the Trustee (the “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 Senior Notes and of the terms upon which the Senior Notes are, and are to be, authenticated and delivered.


 


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


 


The
Senior Notes of this series will constitute unsecured and unsubordinated obligations of the Company, as described herein, and
will rank pari passu without any preference among themselves.


 


If
an Event of Default with respect to the Senior Notes 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 Senior Notes of this series may declare
the principal amount of, and any accrued interest on, all the Senior Notes to be due and payable immediately, in the manner, with
the effect and subject to the conditions provided in the Indenture.


 


If
an Event of Default with respect to the Senior Notes of this series shall have occurred and be continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of Holders of Senior Notes 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 thereon, or to enforce any other
proper remedy, including the institution of proceedings in England or Scotland (but not elsewhere) for the winding up of the Company.


 




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By
acceptance of the Senior Notes of this Series, the Holder will be deemed to have waived any right of set-off or counterclaim with
respect to such Senior Notes that they might otherwise have against the Company, whether before or during a winding-up of the
Company.


 


Amounts
to be paid on the Senior Notes 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, 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 the principal
of, and interest and any other payments on, the Senior Notes of this series (“Additional Amounts”) that are necessary
in order that the net amounts paid to the Holders, after the deduction or withholding, shall equal the amounts which would have
been payable on the Senior Notes if the deduction or withholding had not been required. However, this will not apply to
any such tax, levy, impost, duty, charge or fee, which would not have been deducted or withheld but for the fact that:


 


(i)
the Holder or the Beneficial Owner of the Senior Note 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 Senior Note, or the collection of any payment of (or in respect of) principal
of, or interest or other payments on, any Senior Note,


 


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


 


(iii)
the relevant Senior Note 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 Note or the Beneficial Owner of any payment of (or in respect of) principal
of, or interest or other payments on, the Senior Note 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,


 




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(v)
the withholding or deduction is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings
income, or any directive amending, supplementing or replacing such directive, or any law implementing or complying with, or introduced
in order to conform to, such directive or directives,


 


(vi)
the Senior Note is presented (where presentation is required) for payment by or on behalf of a Holder who would have been able
to avoid such withholding or deduction by presenting the Senior Note to another paying agent in a Member State of the European
Union,


 


(vii)
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


 


(viii)
any combination of clauses (i) through (vii) above,


 


nor shall
Additional Amounts be paid with respect to the principal of, or any interest or other payments on, the Senior Note 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.


 


References
herein to the payment of the principal of or interest or other payments on any Senior Note 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.


 


The
Senior Notes of this series are redeemable, as a whole but not in part, at the option of the Company, 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, in respect of the Senior Notes 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 July 6, 2016:


 


(a)
in making payment under the Senior Notes 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 any of the Senior Notes would be treated as a “distribution”
within the meaning of Chapter 2 of Part


 




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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).


 


In
any case where the Company shall determine that, in accordance with Section 11.08 of the Senior Indenture, it is entitled to redeem
the Senior Notes of this series, the Company shall be required to deliver to the Trustee prior to the giving of any notice of
redemption 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.


 


If
the Company elects to redeem the Senior Notes of this series, the Senior Notes 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 Senior Notes of this series shall terminate.


 


Notwithstanding
any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of this Senior Note,
by purchasing or acquiring this Senior Note, each Holder (including each Beneficial Owner) of this Senior Note acknowledges, accepts,
agrees to be bound by and consents to the 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 Senior Notes;
(ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into shares or other securities
or other obligations of the Company or another person; and/or (iii) the amendment or alteration of the maturity of the Senior
Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including
by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of
the Senior Notes solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. Each
Holder and Beneficial Owner of the Senior Notes further acknowledges and agrees that the rights of the Holders and/or Beneficial
Owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any
U.K. bail-in power by the relevant U.K. resolution authority.


 


By
purchasing or acquiring the Senior Notes, each Holder and Beneficial Owner of the Securities:


 




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(i)
acknowledges and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the
Senior Notes shall not 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 Senior Notes; and


 


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


 


By
purchasing or acquiring the Senior Notes, each Holder and Beneficial Owner that acquires its Senior Notes in the secondary market
shall be deemed to acknowledge and 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 Senior Notes that acquire the Senior Notes 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 Senior Notes
related to the U.K. bail-in power.


 


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


 




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No
repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable
after the exercise of any U.K. bail-in power by the 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 and the European Union applicable to the Company and the Group.


 


Upon
the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes, 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.


 


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 Senior Notes of each series 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 Senior Notes 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 Senior Notes of each series, on behalf of the Holders of all Senior Notes 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 Senior Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Senior Note and of any Senior Note issued in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Senior Note.


 


No
reference herein to the Indenture and no provision of this Senior Note or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay, if and when due and payable, the principal of (and premium, if any)
and interest on, this Senior Note at the times, place and rate, and in the coin or currency, herein prescribed.


 


As
set forth in, and subject to, the provisions of the Indenture, no Holder of any Senior Note of this series will have the right
to institute any proceeding with respect to the Indenture, this Senior Note 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 Senior Note or of the Indenture shall alter or impair the right of
the Holder of this Senior Note, which is absolute and unconditional, to receive payment of the principal of (and premium, if any)
and interest on, this Senior Note when due and payable in accordance with the provisions of this Senior Note and the Indenture.


 


This
Senior Note will be governed by the laws of the State of New York.


 




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


 


 


 


 


 


 


 






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