Lloyds TSB Bank plc

"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