Exhibit 4.1


 


 





_______________________________________


 


LLOYDS BANK PLC


 


as Issuer,


 


LLOYDS BANKING GROUP PLC


 


as Guarantor,


 


and


 


THE BANK OF NEW YORK MELLON,

acting through its London Branch


 


as Trustee


 


_______________________________________


 


SIXTH SUPPLEMENTAL INDENTURE


 


dated as of August 17, 2015


 


to


 


THE SENIOR DEBT SECURITIES INDENTURE


 


dated as of January 21, 2011


 


_______________________________________


 




    	 



    	 



    

SIXTH SUPPLEMENTAL INDENTURE (“Sixth Supplemental Indenture”),
dated as of August 17, 2015, among LLOYDS BANK PLC, a corporation incorporated in England and Wales with registered number 2065,
as issuer (the “Company”), LLOYDS BANKING GROUP PLC, a corporation incorporated in Scotland with registered
number 95000, as guarantor (the “Guarantor”) and THE BANK OF NEW YORK MELLON, acting through its London Branch,
as trustee (the “Trustee”).


 


WITNESSETH


 


WHEREAS, the Company, the Guarantor and
the Trustee have executed and delivered a Senior Debt Securities Indenture dated as of January 21, 2011 (the “Senior Indenture,”
and together with this Sixth 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, the Guarantor 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, the Guarantor 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 Sixth 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 and the
Guarantor board of directors have authorized the entry into this Sixth 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 Base Indenture, $700,000,000 2.000% Senior Notes due 2018 (the “2018
Fixed Rate Senior Notes”), $1,000,000,000 2.700% Senior Notes due 2020 (the “2020 Fixed Rate Senior Notes”
and, together with the 2018 Fixed Rate Senior Notes, the “Fixed Rate Senior Notes”) and $300,000,000
Floating Rate Notes due 2018 (the “Floating Rate Notes” and, together with the Fixed Rate Senior Notes, the
“Securities”) and the Guarantees to be endorsed thereon 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 and the Guarantor have
requested that the Trustee execute and deliver this Sixth Supplemental Indenture and whereas all actions required by it to be taken
in order to make this Sixth Supplemental Indenture a valid, binding and






    1


     


    

 


enforceable instrument in accordance with its terms, have
been taken and performed, and the execution and delivery of this Sixth Supplemental Indenture has been duly authorized in all respects;
and


 


WHEREAS, where indicated, this Sixth 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 Sixth Supplemental Indenture, the terms of this Sixth Supplemental Indenture shall govern.


 


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


 


ARTICLE 1

DEFINITIONS


 


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


 


(a)a term defined anywhere in this Sixth
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;


 


(c)the singular includes the plural
and vice versa;


 


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


 


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


 


ARTICLE 2

FORM OF SECURITIES AND GUARANTEE


 


Section 2.01. Terms
of the 2018 Fixed Rate Senior Notes.


 


(a) The title of the
2018 Fixed Rate Senior Notes shall be the “2.000% Senior Notes due 2018”;


 



    2


     


    




(b) The aggregate principal
amount of the 2018 Fixed Rate Senior Notes that may be authenticated and delivered under the Indenture shall not exceed $700,000,000,
except as otherwise provided in the Indenture;


 


(c) Principal on the
2018 Fixed Rate Senior Notes shall be payable on August 17, 2018;


 


(d) The 2018 Fixed
Rate Senior Notes shall be issued in global registered form on August 17, 2015 and shall bear interest from August 17, 2015 payable
semi-annually in arrears on February 17 and August 17 (each, an “Interest Payment Date”), commencing February
17, 2016. The 2018 Fixed Rate Senior Notes shall bear an annual interest rate of 2.000%;


 


Interest on the 2018
Fixed Rate Senior Notes will 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, the actual number of days elapsed in such period. The Regular Record Dates for the 2018 Fixed Rate
Senior Notes will be 15 calendar days immediately preceding the relevant Interest Payment Date, whether or not a Business Day;


 


(e) No premium, upon
redemption or otherwise, shall be payable by the Company on the 2018 Fixed Rate Senior Notes;


 


(f) Principal of and
any interest on the 2018 Fixed Rate Senior Notes shall be paid to the Holder through The Bank of New York Mellon, as paying agent
of the Company having offices in London, United Kingdom;


 


(g) The 2018 Fixed
Rate Senior Notes may be redeemable pursuant to Section 11.08 of the Senior Indenture. In connection with any redemption of the
2018 Fixed Rate Senior Notes pursuant to Section 11.08 of the Senior Indenture, the date referenced therein shall be August 17,
2015;


 


(h) The Company shall
have no obligation to redeem or purchase the 2018 Fixed Rate Senior Notes pursuant to any sinking fund or analogous provision;


 


(i) The 2018 Fixed
Rate Senior Notes shall be issued only in denominations of $200,000 and in integral multiples of $1,000 in excess thereof;


 


(j) The principal amount
of the 2018 Fixed Rate Senior Notes shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the
Senior Indenture;


 


(k) The 2018 Fixed
Rate Senior Notes shall not be converted into or exchanged at the option of the Company or otherwise for stock or other securities
of the Company;


 


(l) The 2018 Fixed
Rate Senior Notes shall be denominated in, and payments thereon shall be made in, U.S. Dollars;


 


(m) The payment of
principal of (and premium, if any) or interest, if any, on the 2018 Fixed Rate Senior Notes shall be payable only in the coin or
currency in which the 2018 Fixed Rate Senior Notes are denominated;


 


(n) The 2018 Fixed
Rate Senior Notes will be issued in the form of one or more global securities in registered form, without coupons attached, and
the initial Holder with






    3


     


    

 


respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company;


 


(o) The 2018 Fixed
Rate Senior Notes will not be initially issued in definitive form;


 


(p) There is no Calculation
Agent for the 2018 Fixed Rate Senior Notes;


 


(q) The Events of Default
on the 2018 Fixed Rate Senior Notes are as provided for in the Senior Indenture;


 


(r) The form of the
2018 Fixed Rate Senior Notes to be issued on the date hereof and the Guarantee to be endorsed on the 2018 Fixed Rate Senior Notes
shall be substantially in the form of Exhibit A hereto;


 


(s) The Company may
issue additional 2018 Fixed Rate Senior Notes (“Additional Notes”) after the date hereof having the same ranking
and same interest rate, maturity date, redemption terms and other terms as the 2018 Fixed Rate 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
2018 Fixed Rate Senior Notes for U.S. federal income tax purposes. Any such Additional Notes, together with the 2018 Fixed Rate
Senior Notes will constitute a single series of securities under the Indenture;


 


(t) Additional Amounts
in respect of the 2018 Fixed Rate Senior Notes shall be payable as set forth in the Senior Indenture, as supplemented by this Sixth
Supplemental Indenture.


 


Section 2.02. Terms
of the 2020 Fixed Rate Senior Notes.


 


(a) The title of the
2020 Fixed Rate Senior Notes shall be the “2.700% Senior Notes due 2020”;


 


(b) The aggregate principal
amount of the 2020 Fixed Rate Senior Notes that may be authenticated and delivered under the Indenture shall not exceed $1,000,000,000,
except as otherwise provided in the Indenture;


 


(c) Principal on the
2020 Fixed Rate Senior Notes shall be payable on August 17, 2020;


 


(d) The 2020 Fixed
Rate Senior Notes shall be issued in global registered form on August 17, 2015 and shall bear interest from August 17, 2015 payable
semi-annually in arrears on February 17 and August 17 (each, an “Interest Payment Date”), commencing February
17, 2016. The 2020 Fixed Rate Senior Notes shall bear an annual interest rate of 2.700%;


 



    4


     


    




Interest on the 2020
Fixed Rate Senior Notes will 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, the actual number of days elapsed in such period. The Regular Record Dates for the 2020 Fixed Rate
Senior Notes will be 15 calendar days immediately preceding the relevant Interest Payment Date, whether or not a Business Day;


 


(e) No premium, upon
redemption or otherwise, shall be payable by the Company on the 2020 Fixed Rate Senior Notes;


 


(f) Principal of and
any interest on the 2020 Fixed Rate Senior Notes shall be paid to the Holder through The Bank of New York Mellon, as paying agent
of the Company having offices in London, United Kingdom;


 


(g) The 2020 Fixed
Rate Senior Notes may be redeemable pursuant to Section 11.08 of the Senior Indenture. In connection with any redemption of the
2020 Fixed Rate Senior Notes pursuant to Section 11.08 of the Senior Indenture, the date referenced therein shall be August 17,
2015;


 


(h) The Company shall
have no obligation to redeem or purchase the 2020 Fixed Rate Senior Notes pursuant to any sinking fund or analogous provision;


 


(i) The 2020 Fixed
Rate Senior Notes shall be issued only in denominations of $200,000 and in integral multiples of $1,000 in excess thereof;


 


(j) The principal amount
of the 2020 Fixed Rate Senior Notes shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the
Senior Indenture;


 


(k) The 2020 Fixed
Rate Senior Notes shall not be converted into or exchanged at the option of the Company or otherwise for stock or other securities
of the Company;


 


(l) The 2020 Fixed
Rate Senior Notes shall be denominated in, and payments thereon shall be made in, U.S. Dollars;


 


(m) The payment of
principal of (and premium, if any) or interest, if any, on the 2020 Fixed Rate Senior Notes shall be payable only in the coin or
currency in which the 2020 Fixed Rate Senior Notes are denominated;


 


(n) The 2020 Fixed
Rate Senior Notes will 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;


 


(o) The 2020 Fixed
Rate Senior Notes will not be initially issued in definitive form;


 



    5


     


    




(p) There is no Calculation
Agent for the 2020 Fixed Rate Senior Notes;


 


(q) The Events of Default
on the 2020 Fixed Rate Senior Notes are as provided for in the Senior Indenture;


 


(r) The form of the
2020 Fixed Rate Senior Notes to be issued on the date hereof and the Guarantee to be endorsed on the 2020 Fixed Rate Senior Notes
shall be substantially in the form of Exhibit B hereto;


 


(s) The Company may
issue additional 2020 Fixed Rate Senior Notes (“Additional Notes”) after the date hereof having the same ranking
and same interest rate, maturity date, redemption terms and other terms as the 2020 Fixed Rate 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
2020 Fixed Rate Senior Notes for U.S. federal income tax purposes. Any such Additional Notes, together with the 2020 Fixed Rate
Senior Notes will constitute a single series of securities under the Indenture;


 


(t) Additional Amounts
in respect of the 2020 Fixed Rate Senior Notes shall be payable as set forth in the Senior Indenture, as supplemented by this Sixth
Supplemental Indenture.


 


Section 2.03. Terms
of the Floating Rate Notes.


 


(a) The title of the
Floating Rate Notes shall be the “Floating Rate Notes due 2018”;


 


(b) The aggregate principal
amount of the Floating Rate Notes that may be authenticated and delivered under the Indenture shall not exceed $300,000,000, except
as otherwise provided in the Indenture;


 


(c) Principal on the
Floating Rate Notes shall be payable on August 17, 2018;


 


(d) The Floating Rate
Notes shall be issued in global registered form on August 17, 2015.


 


The interest rate for
the Floating Rate Notes for the first Floating Rate Interest Period (as defined below) will be LIBOR (as defined below) as determined
on August 13, 2015 plus the Spread. The interest rate for each subsequent Floating Rate Interest Period will be LIBOR as determined
on the applicable Interest Determination Date (as defined below) plus the Spread, in each case calculated on the basis of a 360-day
year and the actual number of days elapsed. The Spread is 78 basis points.


 


The initial Floating
Rate Interest Payment Date (as defined below) will fall on November 17, 2015. Thereafter, interest on the Floating Rate Notes will
be paid quarterly in arrears on February 17, May 17, August 17 and November 17, of each year (together






    6


     


    

 


with the initial interest
payment date, each a “Floating Rate Interest Payment Date”). However, if a Floating Rate Interest Payment Date
would fall on a day that is not a business day, other than the interest payment date that is also the date of maturity, the Floating
Rate 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 Interest Payment
Date will be the immediately preceding business day. In each such case, except for the Floating Rate Interest Payment Date falling
on the maturity date, the Floating Rate Interest Periods and the Interest Reset Dates (as defined below) will be adjusted accordingly
to calculate the amount of interest payable on the notes.


 


The interest rate will
be reset on each Floating Rate Interest Payment Date (together with the initial interest reset date, each an “Interest
Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a business day, that Interest
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 Interest Reset Date will be the immediately preceding business day.


 


Interest will be paid
on the Floating Rate Notes to Holders of record of each Floating Rate Note in respect of the principal amount thereof as at the
15th calendar day prior to the relevant Floating Rate Interest Payment Date.


 


The first interest
period will begin on and include August 17, 2015 and will end on and exclude November 17, 2015. Thereafter, the interest period
will be the periods from and including a Floating Rate Interest Payment Date to but excluding the immediately succeeding Floating
Rate Interest Payment Date (together with the first interest period, each a “Floating Rate Interest Period”).
However, the final Floating Rate Interest Period will be the period from and including the Floating Rate Interest Payment Date
immediately preceding the Maturity Date to but excluding the Maturity Date.


 


The calculation agent
in respect of the Floating Rate Notes will determine LIBOR (as defined below) for each Floating Rate Interest Period other than
the first Floating Rate Interest Period on the second day in which dealings in United States dollars are transacted or, with respect
to any future date, are expected to be transacted in the London interbank market (a “London Banking Day”) prior
to the first day of such Floating Rate Interest Period (an “Interest Determination Date”).


 


“LIBOR,”
with respect to a Floating Rate Interest Period, shall be the offered rate (expressed as a percentage per annum) for deposits of
U.S. dollars having a maturity of three months that appears on the Designated LIBOR Page (as defined below) as of 11:00 a.m., London
time.


 


If no rate appears
on the Designated LIBOR Page, LIBOR will be determined for such Interest Determination Date on the basis of the rates at approximately
11:00 a.m., London time, on such Interest Determination Date at which deposits in U.S. dollars are






    7


     


    

 


offered to prime banks in the
London inter-bank market by four major banks in such market selected by the calculation agent, after consultation with us, for
a term of three months and in a Representative Amount. The calculation agent will request that the principal London office of each
of such banks provide a quotation of its rate. If at least two such quotations are provided, LIBOR for such Floating Rate Interest
Period will be the arithmetic mean of such quotations. If fewer than two such quotations are provided, LIBOR for such Floating
Rate Interest Period will be the arithmetic mean of the rates quoted at approximately 11:00 a.m. in the City of New York on such
Interest Determination Date by three major banks in New York City, selected by the calculation agent, after consultation with us,
for loans in United States dollars to leading European banks, for a term of three months and in a Representative Amount. If at
least two such quotations are provided, LIBOR for such Floating Rate Interest Period will be the arithmetic mean of such quotations.
If fewer than two quotations are provided, then LIBOR for such Floating Rate Period will be LIBOR in effect with respect to the
immediately preceding Floating Rate Interest Period.


 


“Designated
LIBOR Page” means the Reuters Screen LIBOR01 display page, or any successor page, on Reuters or any successor service
(or any such other service(s) as may be nominated by the British Bankers’ Association for the purpose of displaying London
interbank offered rates for U.S. dollar deposits).


 


“Interest
Determination Date” for each Floating Rate Interest Period will be the second London Banking Day preceding the first
day of such Floating Rate Interest Period.


 


“London Banking
Day” is any day in which dealings in United States dollars are transacted or, with respect to any future date, are expected
to be transacted in the London interbank market.


 


“Representative
Amount” means an amount that in the judgment of the calculation agent is representative for a single transaction in U.S.
dollars in such market at such time.


 


All calculations of
the calculation agent, in the absence of manifest error, will be conclusive for all purposes and binding on the Company and on
the Holders of the Floating Rate Notes.


 


All percentages resulting
from any of the above calculations will 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 will be rounded to the nearest cent (with one-half cent being
rounded upwards).


 


The interest rate on
the Floating Rate Notes will in no event be higher than the maximum rate permitted by law.






    8


     


    

 


(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, as paying agent of the
Company having offices in London, United Kingdom;


 


(g) The Floating Rate
Notes may be 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 August 17, 2015;


 


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


 


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


 


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


 


(k) 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;


 


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


 


(m) 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;


 


(n) The Floating Rate
Notes will 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;


 


(o) The Floating Rate
Notes will not be initially issued in definitive form;


 


(p) The Calculation
Agent for the Floating Rate Notes will be The Bank of New York Mellon pursuant to the terms of a Calculation Agency Agreement dated
August 17, 2015;


 


(q) The Events of Default
on the Floating Rate Notes are as provided for in the Senior Indenture;






    9


     


    

 


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


 


(s) The Company may
issue additional Floating Rate Notes (“Additional 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 Notes must be fungible with the outstanding Floating
Rate Notes for U.S. federal income tax purposes. Any such Additional Notes, together with the Floating Rate Notes will constitute
a single series of securities under the Indenture;


 


(t) Additional Amounts
in respect of the Floating Rate Notes shall be payable as set forth in the Senior Indenture, as supplemented by this Sixth Supplemental
Indenture.


 


ARTICLE 3

ADDITIONAL TERMS APPLICABLE TO THE SECURITIES


 


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


 


“Beneficial
Owners” shall mean (a) if any Senior Debt Securities are in global form, the beneficial owners of the Senior Debt Securities
(and any interest therein) and (b) if the Senior Debt Securities are held in definitive form, the Holders in whose names the Senior
Debt Securities are registered in the Senior Debt Security Register and any beneficial owners holding an interest in such Senior
Debt Securities held in definitive form.


 


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


 


“U.K.
bail-in power” means 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 or other members of the Group, including but
not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of
a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery
and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution regime under to 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, pursuant to which obligations of a bank, banking group company, credit institution






    10


     


    

 


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.


 


Section 3.02Events of Default.
With respect to the Securities only, Section 5.01 of the Senior Indenture is amended by adding the following sentence at the end
of the section:


 


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.


 


Section 3.03. Compensation and Reimbursement.
With respect to the Securities only, Section 6.07 of the Senior Indenture is amended in part to add the following sentence at the
end of the section:


 


The Trustee’s right to reimbursement
and indemnity under this Section 6.07 shall survive the payment in full of the Senior Debt Securities, the discharge of this Senior
Debt Securities Indenture, the resignation or removal of the Trustee and any exercise of the U.K. bail-in power by the relevant
U.K. resolution authority with respect to the Senior Debt Securities.


 


Section 3.04. Agreement with Respect
to Exercise of U.K. Bail-In Power. The following provisions relate solely to the Securities established pursuant to this Sixth
Supplemental Indenture:


 


                      
(a)            
Notwithstanding any other agreements, arrangements, or understandings between us and any Holder or Beneficial Owner of the
Securities, by its acquisition of the Securities, each Holder and 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/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; which 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. Each Holder and 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 its acquisition of the Securities, each Holder and each Beneficial Owner of the Securities:


 


                                                    
(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 Securities shall






    11


     


    

 


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 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 of the Securities under Section 5.12 of the Senior
Indenture, and (b) neither the Senior Indenture nor this Sixth 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 this Sixth Supplemental Indenture.


 


                      
(c)            
By its acquisition of the Securities, each Holder and Beneficial Owner that acquires its Securities 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 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
related to the U.K. bail-in power.


 


                     
(d)            
By its acquisition of the Securities, 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 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.


 


                      
(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






    12


     


    

 


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.


 


                      
(f)            
Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Securities, the
Company shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes
of notifying Holders of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes
only.


 


ARTICLE 4

amendments to the senior indenture


 


Section 4.01. Appointment of Agent for
Service. With respect to any series of Senior Debt Securities issued under the Senior Indenture, including the Securities,
Section 1.14 of the Senior Indenture is amended and restated in its entirety and shall read as follows:


 


Section 1.14. Appointment of Agent for Service.
Each of the Company and the Guarantor has designated and appointed the Chief U.S. Counsel, Lloyds Bank plc (or any successor thereto),
currently of 1095 Avenue of the Americas, 34th Floor, 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 in the Borough of Manhattan, The
City of New York arising out of or relating to the Senior Debt Securities, this Senior Debt Securities Indenture or this Sixth
Supplemental Indenture, but for that purpose only, and agrees that service of process upon such authorized agent shall be deemed
in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough
of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Senior Debt Securities
remain Outstanding until the appointment of a successor by the Company or the Guarantor and such successor’s acceptance of
such appointment. Upon such acceptance, the Company or the Guarantor shall notify the Trustee of the name and address of such successor.
Each of the Company and the Guarantor further agrees to take any and all action, including the execution and filing of any and
all such documents and instruments, as may be necessary to continue such designation and appointment of such authorized agent in
full force and effect so long as any of the Senior Debt Securities shall be Outstanding. The Trustee shall not be obligated and
shall have no responsibility with respect to any failure by the Company or the Guarantor to take any such action. Each of the Company
and the Guarantor 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 effectively do 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.






    13


     


    




 


Section 4.02.Notices to Trustee.
With respect to any series of Senior Debt Securities issued under the Senior Indenture, including the Securities, Section 1.05(a)
of the Senior Indenture is amended and restated in part to read as follows:


 


Section 1.05. Notices, Etc. to Trustee, Company
and Guarantor. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided
or permitted by the Senior Debt Securities Indenture or the Sixth Supplemental Indenture to be made upon, given or furnished to,
or filed with,


 


(a) the Trustee by any Holder or by the Company or
the Guarantor shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished
or filed in writing (which may be via facsimile) to the Trustee at its Corporate Trust Office and the Trustee agrees to accept
and act upon facsimile transmission of written instructions pursuant to the Senior Debt Securities Indenture or the Sixth Supplemental
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 4.03. Additional Amounts.
With respect to any series of Senior Debt Securities issued under the Senior Indenture, including the Securities, Section 10.04
of the Senior Indenture is hereby amended and replaced in its entirety as follows:


 


Section 10.04.Additional Amounts.
Amounts to be paid on any series of Senior Debt Securities or under the Guarantee 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 or the Guarantor, as the case may be, to make such deduction
or withholding, the Company, or the Guarantor, as the case may be, will pay additional amounts with respect to the principal of,
interest and any other payment on, the Senior Debt Securities (“Additional Amounts”) that are necessary in order
that the net amounts paid to the Holders of Senior Debt Securities of the particular series, after the deduction or withholding,
shall equal the amounts 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 Senior Debt Security is a domiciliary, national or resident of, or engaging in business or maintaining a






    14


     


    

 


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 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 or under the Guarantee,


 


(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 Senior Debt Security failed to comply with a request of the Company or its liquidator or guarantor 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 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 relevant Senior Debt
Security 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 relevant Senior Debt Security to another paying agent,


 


(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 subclauses
(i) through (vii) above,






    15


     


    

 


nor shall Additional Amounts
be paid with respect to the principal of or any interest or other payment on, the Senior Debt Securities or under the Guarantee
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.


 


Whenever in this Senior Debt
Securities Indenture there is mentioned, in any context, the payment of the principal of or any interest or other payments 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 and/or the Guarantor, as the case may be, 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 Guarantor, 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 4.04. Optional Redemption Due
to Changes in Tax Treatment. With respect to any series of Senior Debt Securities issued under the Senior Indenture, including
the Securities, Section 11.08 of the Senior Indenture is hereby amended in part to amend and restate the final paragraph in its
entirety, which shall read as follows:


 


Section 11.08 Optional
Redemption Due to Changes in Tax Treatment. In any case where the Company (or, if applicable, the Guarantor) shall determine
that as a result of any change in the official application or interpretation of any laws or regulations it is entitled to redeem
the Senior Debt Securities of any series, the Company (or, if applicable, the Guarantor) 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 or, if applicable, the Guarantor) in a form satisfactory to the Trustee confirming that the relevant
change in the application or interpretation of such laws or regulations has occurred and that the Company (or, if applicable, the
Guarantor) is entitled to exercise its right of redemption; and (ii) an Officer’s Certificate, evidencing compliance with
such provisions and stating that it is entitled to redeem the Senior Debt Securities pursuant to the terms of the Senior Debt Securities.






    16


     


    




 


ARTICLE 5

MISCELLANEOUS


 


Section 5.01.Effect Of Supplemental
Indenture. Upon the execution and delivery of this Sixth Supplemental Indenture by each of the Company, the Guarantor and the
Trustee, and the delivery of the documents referred to in Section 5.02 herein, the Senior Indenture shall be supplemented in accordance
herewith, and this Sixth Supplemental Indenture shall form a part of the Senior Indenture for all purposes in respect of the Securities
or otherwise as applicable.


 


Section 5.02.Other Documents 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. 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 Sixth 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 and the Guarantor 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
Sixth 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 Sixth Supplemental Indenture complies with the applicable provisions of the Senior
Indenture.


 


Section 5.03.Confirmation Of Indenture.
The Senior Indenture, as supplemented and amended by this Sixth Supplemental Indenture with respect to the Securities or otherwise
as applicable, is in all respects ratified and confirmed, and the Senior Indenture, this Sixth 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 Sixth 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 Sixth Supplemental Indenture, the terms and conditions of this Sixth Supplemental Indenture shall prevail
where applicable.


 


Section 5.04.Concerning The Trustee.
The Trustee does not make any representations as to the validity or sufficiency of this Sixth Supplemental Indenture, the Guarantee
or the Notes. The recitals and statements herein are deemed to be those of the Company and the Guarantor and not the Trustee. In
entering into this Sixth 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 5.05.Governing Law. This
Sixth Supplemental Indenture, the Securities and the Guarantee shall be governed by and construed in accordance with the laws of
the






    17


     


    

 


State of New York, except that the authorization and execution by the Company and the Guarantor of this Sixth Supplemental
Indenture, the Securities and the Guarantee 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 Guarantor and the Trustee, as the case may be.


 


Section 5.06.Separability. In
case any provision contained in this Sixth 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 5.07.Counterparts. This
Sixth 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.


 


[Signature Pages Follow]


 




    18


     


    

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





 





	 	 	LLOYDS BANK PLC, as Issuer	 
	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 






 


 





	 	 	LLOYDS BANKING GROUP PLC, 
as Guarantor	 
	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 



 





[Signature Page to Sixth Supplemental
Indenture]


 



    	 



    	 



    




 








	 	 	THE
BANK OF NEW YORK MELLON, 
as Trustee	 
	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 






 



[Signature Page to Sixth Supplemental
Indenture]  


 




    	 



    	 



    

EXHIBIT A


 


FORM OF 2018 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. [●]


ISIN No. [●]


Common Code: [●]


 


LLOYDS BANK plc


 


[●]% SENIOR NOTE DUE 2018


 


Guaranteed by


LLOYDS BANKING GROUP plc


 





	No. [●]	$[●]









 


LLOYDS BANK 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 $[●] ([●] million dollars) on August [●],
2018 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 February [●] and August [●] of each year, commencing on February [●], 2016, and ending
on August [●], 2018 (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






    A-1


     


    

 


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.


 


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 [●]% 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.






    A-2


     


    




 


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.


 


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 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 or other members of the Group, including but not limited
to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European
Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution
of credit institutions and investment firms and/or within the context of a U.K. resolution regime under the Banking Act as the
same has been or may be amended from time to time (whether pursuant to the 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]


 




    A-3


     


    

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


 


Dated: August [●], 2015 


 











	 	 	LLOYDS BANK PLC	 
	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 






 


 


 






[20[●] Fixed Rate Global Note No.
[●] Signature Page]


  




    A-4


     


    

GUARANTEE OF LLOYDS BANKING GROUP plc


 


LLOYDS BANKING GROUP plc (herein called the “Guarantor,”
which term includes any successor person under the Indenture (as defined on the reverse hereof)) hereby unconditionally guarantees
(the “Guarantee”) to each Holder of this Senior Note the due and punctual payment of the principal of, any premium
and interest on, and any Additional Amounts with respect to such Senior Note and the due and punctual payment of the sinking fund
payments (if any) provided for pursuant to the terms of such Senior Note and any and all amounts under the Indenture (including
but not limited to, the fees, expenses and indemnities of the Trustee), when and as the same shall become due and payable, whether
at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Senior Note and of the Indenture.
In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts or sinking fund
payment and any and all amounts under the Indenture, (including but not limited to, the fees, expenses and indemnities of the Trustee)
the Guarantor hereby agrees to pay, or cause any such payment to be made, punctually when and as the same shall become due and
payable, whether at maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company
in accordance with the terms of such Senior Note and of the Indenture.


 


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


 




    A-5


     


    

IN WITNESS WHEREOF, the Guarantor has caused
this guarantee to be duly executed.


 


Dated: August [●], 2015


 


 











	 	 	Executed by LLOYDS BANKING GROUP PLC
	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 






 




 














	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 






 





[20[●] Fixed Rate Global Note No.
[●] Signature Page]










 


 




    A-6


     


    

CERTIFICATE OF AUTHENTICATION


 


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


 


Dated: August [●], 2015


 














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






 


 





[20[●] Fixed Rate Global Note No.
[●] Signature Page]


 












    A-7


     


    

[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 January 21, 2011 (herein called the “Senior Indenture”), among
the Company, as issuer, the Guarantor, as guarantor, 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 Sixth Supplemental Indenture dated
as of August [●], 2015, among the Company, the Guarantor and the Trustee (the “Sixth 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 Guarantor, 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 $[●]. 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 and the Guarantor, 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






    A-8


     


    

 


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 or the Guarantor, respectively.


 


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 or the Guarantor, whether before or during a winding-up of the Company or the Guarantor.


 


Amounts to be paid on the Senior Notes of
this Series or under the guarantee 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 or the Guarantor, as the case may be, to make such deduction or withholding, the Company, or the Guarantor, as the case
may be, 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 or under the guarantee,


 


(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






    A-9


     


    

 


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 guarantor 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 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 or under the Guarantee 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.






    A-10


     


    

 


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 or the Guarantor, 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 or, if applicable, the Guarantor 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 August [●], 2015:


 


(a) in making payment under the Senior Notes
the Company (or, if applicable, the Guarantor) 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 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
(or, if applicable, the Guarantor) 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 (or, if applicable,
the Guarantor) shall determine that as a result of any change in the official application or interpretation of any laws or regulations
it is entitled to redeem the Senior Notes of this series, the Company (or, if applicable, the Guarantor) 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 or, if applicable, the Guarantor) in a form satisfactory to the Trustee confirming
that the relevant change in the official application or interpretation of such laws or regulations has occurred and that the Company
(or, if applicable, the Guarantor) is entitled to exercise its right of redemption.






    A-11


     


    

 


If the Company (or, if applicable, the Guarantor)
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 (or, if applicable, the Guarantor’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 us and any Holder or Beneficial Owner of the Senior Notes, by its acquisition of the Senior Notes, each
Holder and Beneficial Owner of the Senior Notes 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 its acquisition of the Senior Notes,
each Holder and Beneficial Owner of the Securities:


 


(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






    A-12


     


    

 


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 Sixth 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, 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 Sixth Supplemental
Indenture.


 


By its acquisition of 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 its acquisition of 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.


 


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






    A-13


     


    

 


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 Guarantor
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






    A-14


     


    

 


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.


 


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.


 




    A-15


     


    

EXHIBIT B


 


FORM OF 2020 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. [●]


ISIN No. [●]


Common Code: [●]


 


LLOYDS BANK plc


 


[●]% SENIOR NOTE DUE 2020


 


Guaranteed by


LLOYDS BANKING GROUP plc


 





	No. [●]	$[●]









 


LLOYDS BANK 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 $[●] ([●] million dollars)] on August [●],
2020 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 February [●] and August [●] of each year, commencing on February [●], 2016, and ending
on August [●], 2020 (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






    B-1


     


    

 


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.


 


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 [●]% 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.






    B-2


     


    

 


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.


 


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 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 or other members of the Group, including but not limited
to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European
Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution
of credit institutions and investment firms and/or within the context of a U.K. resolution regime 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
(the “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, 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]


 




    B-3


     


    

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


 


Dated: August [●], 2015 


 














	 	 	LLOYDS BANK PLC	 
	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 






 



 


 


 





[20[●]Fixed Rate Global Note No.
[●] Signature Page]


 




 




    B-4


     


    

GUARANTEE OF LLOYDS BANKING GROUP plc


 


LLOYDS BANKING GROUP plc (herein called the “Guarantor,”
which term includes any successor person under the Indenture (as defined on the reverse hereof)) hereby unconditionally guarantees
(the “Guarantee”) to each Holder of this Senior Note the due and punctual payment of the principal of, any premium
and interest on, and any Additional Amounts with respect to such Senior Note and the due and punctual payment of the sinking fund
payments (if any) provided for pursuant to the terms of such Senior Note and any and all amounts under the Indenture (including
but not limited to, the fees, expenses and indemnities of the Trustee), when and as the same shall become due and payable, whether
at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Senior Note and of the Indenture.
In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts or sinking fund
payment and any and all amounts under the Indenture, (including but not limited to, the fees, expenses and indemnities of the Trustee)
the Guarantor hereby agrees to pay, or cause any such payment to be made, punctually when and as the same shall become due and
payable, whether at maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company
in accordance with the terms of such Senior Note and of the Indenture.


 


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


 




    B-5


     


    

IN WITNESS WHEREOF, the Guarantor has caused
this guarantee to be duly executed.


 


Dated: August [●], 2015


 

















	 	 	Executed by LLOYDS BANKING GROUP PLC
	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 






 



 




















	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 






 



 


 





[20[●] Fixed Rate Global Note No.
[●] Signature Page]


 




 




    B-6


     


    

CERTIFICATE OF AUTHENTICATION


 


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


 


Dated: August [●], 2015


 




















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






 


 


 





[20[●] Fixed Rate Global Note No.
[●] Signature Page]


 












    B-7


     


    

[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 January 21, 2011 (herein called the “Senior Indenture”), among
the Company, as issuer, the Guarantor, as guarantor, 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 Sixth Supplemental Indenture dated
as of August [●], 2015, among the Company, the Guarantor and the Trustee (the “Sixth 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 Guarantor, 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 $[●]. 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 and the Guarantor, 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 or the Guarantor, respectively.






    B-8


     


    

 


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 or the Guarantor, whether before or during a winding-up of the Company or the Guarantor.


 


Amounts to be paid on the Senior Notes of
this Series or under the guarantee 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 or the Guarantor, as the case may be, to make such deduction or withholding, the Company, or the Guarantor, as the case
may be, 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 or under the guarantee,


 


(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 guarantor 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 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






    B-9


     


    

 


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 or under the Guarantee 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 or the Guarantor, 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 or, if applicable, the Guarantor 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 August [●], 2015:


 


(a) in making payment under the Senior Notes
the Company (or, if applicable, the Guarantor) 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 23 of the






    B-10


     


    

 


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
(or, if applicable, the Guarantor) 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 (or, if applicable,
the Guarantor) shall determine that as a result of any change in the official application or interpretation of any laws or regulations
it is entitled to redeem the Senior Notes of this series, the Company (or, if applicable, the Guarantor) 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 or, if applicable, the Guarantor) in a form satisfactory to the Trustee confirming
that the relevant change in the official application or interpretation of such laws or regulations has occurred and that the Company
(or, if applicable, the Guarantor) is entitled to exercise its right of redemption.


 


If the Company (or, if applicable, the Guarantor)
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 (or, if applicable, the Guarantor’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 us and any Holder or Beneficial Owner of the Senior Notes, by its acquisition of the Senior Notes, each
Holder and Beneficial Owner of the Senior Notes 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 its acquisition of the Senior Notes,
each Holder and Beneficial Owner of the Securities:






    B-11


     


    

 


(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 Sixth 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, 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 Sixth Supplemental
Indenture.


 


By its acquisition of 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 its acquisition of 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.


 


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






    B-12


     


    

 


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 Guarantor
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.


 


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.


 




    B-13


     


    

EXHIBIT C


 


FORM OF THE FLOATING
RATE 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. [●]


ISIN
No. [●]


Common
Code: [●]


 


LLOYDS BANK plc


 


FLOATING RATE NOTE DUE 2018


 


Guaranteed
by


LLOYDS BANKING GROUP plc


 





	No. [●]	$[●]






 


LLOYDS
BANK 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
$[●] ([●] million dollars) on August [●], 2018 or on such earlier date as the principal hereof may become due
in accordance with the terms hereof and to pay interest thereon quarterly in arrears on February [●], May [●], August
[●] and November [●], of each year, commencing on November [●], 2015, and ending on August [●], 2018 (each,
a “Floating Rate Interest Payment Date”). Interest so payable on any Floating Rate Interest 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 Floating Rate Interest Payment Date.


 


Any
interest which is payable, but is not punctually paid or duly provided for, on any Floating Rate Interest 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






    C-1


     


    

 


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.


 


Interest
shall accrue on this Senior Note from day to day from the date of issuance hereof until the principal amount hereof is paid or
made available for payment.


 


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.


 


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,






    C-2


     


    

 


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 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 or other
members of the Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted
or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing
a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution
regime 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 (the “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]


 




    C-3


     


    

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


 


Dated:
August [●], 2015


 




















	 	 	LLOYDS BANK
PLC	 
	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 






 


 


 





[2018 Floating Rate Global Note Signature
Page]


 










 








    C-4


     


    

GUARANTEE OF LLOYDS BANKING GROUP plc


 


LLOYDS BANKING GROUP plc (herein called the “Guarantor,”
which term includes any successor person under the Indenture (as defined on the reverse hereof)) hereby unconditionally guarantees
(the “Guarantee”) to each Holder of this Senior Note the due and punctual payment of the principal of, any premium
and interest on, and any Additional Amounts with respect to such Senior Note and the due and punctual payment of the sinking fund
payments (if any) provided for pursuant to the terms of such Senior Note and any and all amounts under the Indenture (including
but not limited to, the fees, expenses and indemnities of the Trustee), when and as the same shall become due and payable, whether
at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Senior Note and of the Indenture.
In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts or sinking fund
payment and any and all amounts under the Indenture, (including but not limited to, the fees, expenses and indemnities of the Trustee)
the Guarantor hereby agrees to pay, or cause any such payment to be made, punctually when and as the same shall become due and
payable, whether at maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company
in accordance with the terms of such Senior Note and of the Indenture.


 


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


 




    C-5


     


    

IN WITNESS WHEREOF,
the Guarantor has caused
this guarantee
to be duly executed.


 


Dated:
August [●], 2015


 























	 	 	Executed by LLOYDS BANKING GROUP PLC
	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 






 



























	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 






 



 





[20[●] Floating Rate Global Note
Signature Page]


 









    C-6


     


    

 


CERTIFICATE OF AUTHENTICATION


 


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


 


Dated: August [●], 2015


 


























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






 


 


 





[Floating Rate Global Note Signature
Page]


  




    C-7


     


    

[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 January 21, 2011 (herein called the “Senior Indenture”), among
the Company, as issuer, the Guarantor, as guarantor, 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 Sixth Supplemental Indenture, dated
as of August [●], 2015, among the Company, the Guarantor and the Trustee (the “Sixth 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 Guarantor, 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 $[●]. 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 and the Guarantor, as described herein, and will rank pari passu
without any preference among themselves.


 


The
interest rate for the Senior Notes for the first Floating Rate Interest Period (as defined below) will be LIBOR (as defined below)
as determined on August [●], 2015 plus the Spread. The interest
rate for each subsequent Floating Rate Interest Period will be LIBOR as determined on the applicable Interest Determination Date
(as defined below) plus the Spread, in each case calculated on the basis of a 360-day year and the actual number of days elapsed.
The Spread is [●] basis points.


 


The
initial Floating Rate Interest Payment Date (as defined below) will fall on November [●],
2015. Thereafter, interest on the Senior Notes will be paid






    C-8


     


    

 


quarterly in arrears on February [●], May [●], August
[●] and November [●], of each year, commencing on November
[●], 2015, and ending on August [●],
2018 (each, a “Floating Rate Interest Payment Date”). Interest so payable on any Floating Rate Interest 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
Floating Rate Interest Payment Date (each a “Regular Record Date”). However, if a Floating Rate Interest Payment Date
would fall on a day that is not a Business Day, as defined in the Indenture, other than the interest payment date that is also
the date of maturity, the Floating Rate 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 Interest Payment Date will be the immediately preceding business day. In each such case, except for the
Floating Rate Interest Payment Date falling on the maturity date, the Floating Rate Interest Periods and the Interest Reset Dates
(as defined below) will be adjusted accordingly to calculate the amount of interest payable on the notes.


 


The interest rate will be reset on each
Floating Rate Interest Payment Date (together with the initial interest reset date, each an “Interest Reset Date”).
However, if any Interest Reset Date would otherwise be a day that is not a business day, that Interest 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 Interest Reset Date will be the immediately preceding business day.


 


Interest
will be paid on the Senior Notes to Holders of record of each Senior Note in respect of the principal amount thereof as at the
15th calendar day prior to the relevant Floating Rate Interest Payment Date. The first interest period will begin on and include
August [●], 2015 and will end on and exclude November [●],
2015. Thereafter, the interest period will be the periods from and including a Floating Rate Interest Payment Date to but excluding
the immediately succeeding Floating Rate Interest Payment Date (together with the first interest period, each a “Floating
Rate Interest Period”). However, the final Floating Rate Interest Period will be the period from and including the Floating
Rate Interest Payment Date immediately preceding the Maturity Date to but excluding the Maturity Date.


 


The calculation agent will determine LIBOR
(as defined below) for each Floating Rate Interest Period other than the first Floating Rate Interest Period on the second day
in which dealings in United States dollars are transacted or, with respect to any future date, are expected to be transacted in
the London interbank market (a “London Banking Day”) prior to the first day of such Floating Rate Interest Period (an
“Interest Determination Date”).






    C-9


     


    

 


“LIBOR,” with respect to a Floating
Rate Interest Period, shall be the offered rate (expressed as a percentage per annum) for deposits of U.S. dollars having a maturity
of three months that appears on the Designated LIBOR Page (as defined below) as of 11:00 a.m., London time.


 


If no rate appears on the Designated LIBOR
Page, LIBOR will be determined for such Interest Determination Date on the basis of the rates at approximately 11:00 a.m., London
time, on such Interest Determination Date at which deposits in U.S. dollars are offered to prime banks in the London inter-bank
market by four major banks in such market selected by the calculation agent, after consultation with us, for a term of three months
and in a Representative Amount. The calculation agent will request that the principal London office of each of such banks provide
a quotation of its rate. If at least two such quotations are provided, LIBOR for such Floating Rate Interest Period will be the
arithmetic mean of such quotations. If fewer than two such quotations are provided, LIBOR for such Floating Rate Interest Period
will be the arithmetic mean of the rates quoted at approximately 11:00 a.m. in the City of New York on such Interest Determination
Date by three major banks in New York City, selected by the calculation agent, after consultation with us, for loans in United
States dollars to leading European banks, for a term of three months and in a Representative Amount. If at least two such quotations
are provided, LIBOR for such Floating Rate Interest Period will be the arithmetic mean of such quotations. If fewer than two quotations
are provided, then LIBOR for such Floating Rate Period will be LIBOR in effect with respect to the immediately preceding Floating
Rate Interest Period.


 


“Designated LIBOR Page” means
the Reuters Screen LIBOR01 display page, or any successor page, on Reuters or any successor service (or any such other service(s)
as may be nominated by the British Bankers’ Association for the purpose of displaying London interbank offered rates for
US dollar deposits).


 


“Interest Determination Date”
for each Floating Rate Interest Period will be the second London Banking Day preceding the first day of such Floating Rate Interest
Period.


 


“London Banking Day” is any
day in which dealings in United States dollars are transacted or, with respect to any future date, are expected to be transacted
in the London interbank market.


 


“Representative Amount” means
an amount that in the judgment of the calculation agent is representative for a single transaction in US dollars in such market
at such time.






    C-10


     


    

 


All calculations of the calculation agent,
in the absence of manifest error, will be conclusive for all purposes and binding on the Issuer and on the Holders of the Senior
Notes.


 


All
percentages resulting from any of the above calculations will 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 will
be rounded to the nearest cent (with one-half cent being rounded upwards).


 


The interest rate on the Senior Notes will
in no event be higher than the maximum rate permitted by law.


 


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 or the Guarantor, respectively.


 


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 or the Guarantor, whether before or during a winding-up of the Company or the Guarantor.


 


Amounts to be paid on the Senior Notes of
this Series or under the guarantee 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






    C-11


     


    

 


Company or the Guarantor, as the case may be, to make such deduction or withholding, the Company, or the Guarantor, as the case
may be, 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 or under the guarantee,


 


(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 guarantor 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 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,






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(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,


 


(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 or under the Guarantee 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 or the Guarantor, on not less than 30 nor more than 60 days’ notice,
on any Floating Rate Interest 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 or, if applicable,
the Guarantor 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 August
[●], 2015:


 


(a) in making payment under the Senior Notes
the Company (or, if applicable, the Guarantor) has or will or would on the next Floating Rate Interest Payment Date become obligated
to pay Additional Amounts;






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(b) the payment of interest on the next
Floating Rate Interest Payment Date in respect of any of the Senior Notes 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 Floating Rate Interest Payment
Date the Company (or, if applicable, the Guarantor) 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 (or, if applicable,
the Guarantor) shall determine that as a result of any change in the official application or interpretation of any laws or regulations
it is entitled to redeem the Senior Notes of this series, the Company (or, if applicable, the Guarantor) 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 or, if applicable, the Guarantor) in a form satisfactory to the Trustee confirming
that the relevant change in the official application or interpretation of such laws or regulations has occurred and that the Company
(or, if applicable, the Guarantor) is entitled to exercise its right of redemption.


 


If the Company (or, if applicable, the Guarantor)
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 (or, if applicable, the Guarantor’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 us and any Holder or Beneficial Owner of the Senior Notes, by its acquisition of the Senior Notes, each
Holder and Beneficial Owner of the Senior Notes 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






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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 its acquisition of the Senior Notes,
each Holder and Beneficial Owner of the Securities:


 


(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 Sixth 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, 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 Sixth Supplemental
Indenture.






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By its acquisition of 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 its acquisition of 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.


 


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 Guarantor
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






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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.


 


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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