Lloyds TSB Bank plc

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20. Contracts (Rights of Third Parties) Act 1999No person shall have any right to enforce any term or condition of the Capital Securities under theContracts (Rights of Third Parties) Act 1999.21. DefinitionsIn these Terms and Conditions:"Agency Agreement" means the Principal Agency Agreement together with the First SupplementalAgency Agreement;"Assets" means the non-consolidated gross assets of the Bank as shown by the then latest publishedaudited balance sheet of the Bank, but adjusted for contingencies and for subsequent events and to suchextent as the directors, the Auditors or, as the case may be, the liquidator may determine to beappropriate;"Auditors" means the statutory auditors to the Bank or such other reporting accountant as may beappointed by the Bank with the approval of the Trustee from time to time;"Bank" means Lloyds TSB Bank plc;"BankShares" means ordinary shares of the Bank;"Business Day" means a day, other than a Saturday or Sunday, on which commercial banks and foreignexchange markets are open for general business in London;"Calculation Agency Agreement" means the Principal Calculation Agency Agreement together with theFirst Supplemental Calculation Agency Agreement;"Calculation Agent" means Hoare Govett Limited, as calculation agent in relation to the Capital Securities,or its successor or successors for the time being appointed under the Calculation Agency Agreement;"Capital Regulations" means at any time the regulations, requirements, guidelines and policies relating tocapital adequacy then in effect of the Financial Services Authority or such other governmental authorityin the United Kingdom (or, if the Bank becomes domiciled in a jurisdiction other than the UnitedKingdom, in such other jurisdiction) having primary bank supervisory authority with respect to the Bank;"Capital Securities" means the U.S.$150,000,000 6.90 per cent. Perpetual Capital Securities, and suchexpression shall include, unless the context otherwise requires, any further capital securities issuedpursuant to Condition 17 and forming a single series with the Capital Securities;"Coupon" means an interest coupon relating to a Capital Security and includes, where the context sopermits, a Talon;"Coupon Amount" means (i) in respect of a Coupon, the amount of interest payable on the presentationand surrender of such Coupon for the relevant Coupon Period in accordance with Condition 5 and(ii) for the purposes of Conditions 7(c), 7(d) and 8(d), any interest accrued from (and including) thepreceding Coupon Payment Date (or, if none, the Issue Date) to (but excluding) the due date forredemption if not a Coupon Payment Date as provided for in Condition 5(b);"Coupon Payment" means, in respect of a Coupon Payment Date, the aggregate Coupon Amounts for theCoupon Period ending on such Coupon Payment Date;"Coupon Payment Date" means 22 February, 22 May, 22 August and 22 November in each year, starting22 February 2003;"Coupon Period" means the period commencing on (and including) the Issue Date and ending on (butexcluding) the first Coupon Payment Date and each successive period commencing on (and including) aCoupon Payment Date and ending on (but excluding) the next succeeding Coupon Payment Date;"Couponholder"means the bearer of any Coupon;the "Deferral Condition" will be met if, in the determination of the Bank, on the relevant date, the Bankis, or payment of the relevant Payment by the Bank will result in the Bank being, in non-compliance withthe applicable Capital Regulations;"Deferred Coupon Payment" means any Payment, or part thereof, which, pursuant to Condition 4, theBank has elected to defer and which has not been satisfied;"Definitive Suspension" has the meaning ascribed to it in Condition 8(d);24
"Dividend and Capital Restriction" has the meaning ascribed to it in Condition 4;"First Supplemental Agency Agreement" means the first supplemental agency agreement dated 13November 2002 between the Bank, the Parent, the Trustee and the Paying Agents relating to the Capita]Securities;"First Supplemental Calculation Agency Agreement" means the first supplemental calculation agencyagreement dated 13 November 2002 between the Bank, the Parent, the Trustee and the CalculationAgent, relating to the Capital Securities;"First Supplemental Trust Deed" means the first supplemental trust deed dated 13 November 2002between the Bank, the Parent and the Trustee constituting the Capital Securities;"Holder"means the bearer of any Capital Security;"holding company" has the meaning ascribed to it under Section 736 of the Companies Act 1985;"interest" shall, where appropriate, include Coupon Amounts and Deferred Coupon Payments;"Issue Date" means 22 October 2002, being the date of issue of the Original Capital Securities;"Junior Subordinated Debt" means the Bank's outstanding Primary Capital Undated Floating Rate Notes(Series 1), Primary Capital Undated Floating Rate Notes (Series 2), Primary Capital Undated FloatingRate Notes (Series 3), 11 3/4% Perpetual Subordinated Bonds, 5 5/8% Undated Subordinated Step-up Notescallable 2009, Undated Step-up Floating Rate Notes callable 2009, 6 5/8% Undated Subordinated Step-upNotes callable 2010, 5.57% Undated Subordinated Step-up Coupon Notes callable 2015, 6 1/2% UndatedSubordinated Step-up Notes callable 2019, 8% Undated Subordinated Step-up Notes callable 2023 and6 1/2% Undated Subordinated Step-up Notes callable 2029 and any other obligations of the Bank whichrank or are expressed to rank pari passu with the aforesaid obligations;"Junior Tier 1 Securities" means, in respect of the Bank or the Parent (as the case may be), any securitiesranking junior, whether contractually or structurally, (in the case of the Bank) to the Capital Securitiesor (in the case of the Parent) to the most senior preference share capital of the Parent on a return ofassets on its winding-up or in respect of a distribution or payment of dividends and/or any otheramounts thereunder;"Liabilities" means the non-consolidated gross liabilities of the Bank as shown by the then latestpublished audited balance sheet of the Bank, but adjusted for contingencies and for subsequent eventsand to such extent as the directors, the Auditors or, as the case may be, the liquidator may determine;"London Stock Exchange" means London Stock Exchange plc;"Market Disruption Event" means (i) the occurrence or existence of any suspension of or limitationimposed on trading (by reason of movements in price exceeding limits permitted by the London StockExchange or such other principal exchange of the Parent from time to time) or on settlement proceduresfor transactions in the Ordinary Shares on the London Stock Exchange if, in any such case, thatsuspension or limitation is, in the determination of the Calculation Agent, material in the context of thesale of the Ordinary Shares, or (ii) in the opinion of the Bank, there has been a substantial deteriorationin the price and/or value of the Ordinary Shares or circumstances are such as to prevent or to a materialextent restrict the issue or delivery of the Payment Ordinary Shares, or (iii) where, pursuant to theseTerms and Conditions, moneys are required to be converted from one currency into another currency inrespect of any Payment, the occurrence of any event that makes it impracticable to effect suchconversion;"NewOwner" means any new ultimate holding company of the Parent;"Ordinaryeach;Shares" means ordinary shares of the Parent, having on the Issue Date a par value of 25 pence"Original Capital Securities" means the U.S.$850,000,000 6.90 per cent. Perpetual Capital Securitiesissued on the Issue Date and constituted by the Principal Trust Deed and with which the CapitalSecurities are consolidated and form a single series;"Other Tier 1 Securities" means, in respect of the Bank or the Parent (as the case may be), any securitieswhich are Tier 1 Capital of the Bank or the Parent (as the case may be) and which rank on a winding-upof the Bank or the Parent (as the case may be) or in respect of a distribution or payment of dividendsor any other payments thereon, in the case of the Bank, pari passu with the Capital Securities (on theassumption that the Capital Securities are still Tier 1 Capital of the Bank) or, in the case of the Parent,pari passu with the most senior preference share capital of the Parent;25
Page 3 and 4: TABLE OF CONTENTSPageSUMMARY 4INVES
Page 5 and 6: shares of the Bank. Such class woul
Page 7 and 8: RatingGoverning LawThe Capital Secu
Page 9 and 10: Restricted remedy for non-paymentIn
Page 11 and 12: support arrangement in respect of,
Page 13 and 14: so agreed between the Bank and the
Page 15: (c) Exchange for Upper Tier 2 Secur
Page 18 and 19: applicable in the place of payment,
Page 20 and 21: Coupons (including any payment unde
Page 22 and 23: 13. Meetings of Holders, Modificati
Page 26 and 27: "Outstanding", in relation to any C
Page 28 and 29: SUMMARY OF PROVISIONS RELATING TO T
Page 30 and 31: USE OF PROCEEDSThe net proceeds fro
Page 32 and 33: and lending, insurance and personal
Page 34 and 35: a current account that pays interes
Page 36 and 37: CAPITALISATION OF LLOYDS TSB BANK P
Page 38 and 39: (i)(j)(k)These bonds bear interest,
Page 40 and 41: SUBSCRIPTION AND SALEUnder a subscr
Page 42 and 43: GENERAL INFORMATION(1) It is expect
Page 44: REGISTERED OFFICE OF THE BANKLloyds

Lloyds TSB Bank plc

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