Lloyds TSB Bank plc

SUMMARY OF PROVISIONS RELATING TO THE CAPITAL SECURITIESWHILE IN GLOBAL FORM1. ExchangeThe Capital Securities will be represented initially by a Temporary Global Capital Security in bearer formwithout Coupons or Talons which will be deposited outside the United States with a common depositaryfor Clearstream, Luxembourg and Euroclear on or about 13 November 2002. The Temporary GlobalCapital Security will be exchangeable in whole or in part (free of charge to the holder) for interests in aPermanent Global Capital Security in bearer form without Coupons or Talons on or after a date whichis expected to be 23 December 2002 (the "Exchange Date") upon certification as to non-US beneficialownership as required by US Treasury regulations and as described in the Temporary Global CapitalSecurity. Upon deposit of the Temporary Global Capital Security or the Permanent Global CapitalSecurity (each a "Global Capital Security") with a common depositary as aforesaid, Clearstream,Luxembourg and Euroclear will credit each subscriber with a principal amount of Capital Securitiesequal to the principal amount thereof for which it has subscribed and paid.Each of the persons shown in the records of Clearstream, Luxembourg or Euroclear as the holder of aCapital Security represented by a Global Capital Security must look solely to Clearstream, Luxembourgor Euroclear for his share of each payment made by the Bank to the bearer of such Global CapitalSecurity, subject to and in accordance with the rules and procedures of Clearstream, Luxembourg orEuroclear (as the case may be).The Global Capital Securities will contain provisions applicable to the Capital Securities representedthereby, some of which modify the effect of the Terms and Conditions of the Capital Securities. Certainof these are summarised in this section.For so long as any of the Capital Securities is represented by a Global Capital Security, the bearer of theGlobal Capital Security may, except as ordered by a court of competent jurisdiction or as required bylaw, be treated by the Bank, the Trustee and the Paying Agents as the owner thereof and of all rightsthereunder free from all encumbrances (in accordance with and subject to its terms and the Trust Deed)and the expression "Holder" and related expressions shall be construed accordingly. Interests in CapitalSecurities which are represented by a Global Capital Security will only be transferable in accordance withthe rules and procedures for the time being of Clearstream, Luxembourg and/or Euroclear, as the casemay be.If any date on which a payment is due on the Capital Securities occurs prior to the Exchange Date, therelevant payment will be made on the Temporary Global Capital Security only to the extent thatcertification as to non-US beneficial ownership as required by US Treasury regulations (in substantiallythe form referred to in the Temporary Global Capital Security or in such other form as is customarilyissued in such circumstances by the relevant clearing system or depositary) has been received byClearstream, Luxembourg or Euroclear. Payment of amounts due in respect of the Permanent GlobalCapital Security will be made through Clearstream, Luxembourg or Euroclear without any requirementfor certification.The holder of the Temporary Global Capital Security shall not (unless, upon due presentation of suchTemporary Global Capital Security for exchange (in whole or in part) for interests in the PermanentGlobal Capital Security, such exchange is improperly withheld or refused and such withholding or refusalis continuing at the relevant payment date) be entitled to receive any payment in respect of the CapitalSecurities represented by such Temporary Global Capital Security which falls due on or after theExchange Date.Interests in the Permanent Global Capital Security will be exchangeable in whole but not in part (free ofcharge to the holder) for definitive bearer Capital Securities (a) upon the happening of non-payment ofsums when due as set out in "Terms and Conditions of the Capital Securities - 10. Non-Payment whenDue (a)", (b) if the Permanent Global Capital Security is held on behalf of Clearstream, Luxembourg orEuroclear or an Alternative Clearing System (as defined below) and any such clearing system is closed forbusiness for a continuous period of 14 days (other than by reason of public holidays, statutory orotherwise) or announces an intention permanently to cease business or does in fact do so or (c) at anytime at the option of the Bank, by the Bank or, in the case of (a) or (b) above, the Holder of thePermanent Global Capital Security giving notice to the Principal Paying Agent and, if applicable, theBank or the Holders of its intention to exchange interests in the Permanent Capital Security for definitiveCapital Securities on or after the Permanent Global Exchange Date (as defined below) specified inthe notice.28