Lloyds TSB Bank plc

On or after the Permanent Global Exchange Date the holder of the Permanent Global Capital Securityshall surrender the Permanent Global Capital Security to or to the order of the Principal Paying Agent.In exchange for the Permanent Global Capital Security, the Bank shall deliver, or procure the delivery of,an equal aggregate principal amount of duly executed and authenticated definitive Capital Securitieshaving attached to them all Coupons in respect of interest which has not already been paid on thePermanent Global Capital Security and a Talon."Alternative Clearing System" means any such other clearing system as shall have been approved by theTrustee."Permanent Global Exchange Date" means a day falling not less than 60 days after that on which thenotice requiring exchange is given and on which banks are open for business in the city in which thespecified office of the Principal Paying Agent is located and, except in the case of exchange pursuant to(b) above, in the cities in which Clearstream, Luxembourg and Euroclear or, if relevant, the AlternativeClearing System are located.2. PaymentsPrincipal and interest in respect of the Permanent Global Capital Security shall be paid to its holderagainst presentation and (if no further payment falls to be made on it) surrender of it to or to the orderof any Paying Agent which shall endorse such payment or cause payment to be endorsed in theappropriate schedule to the Permanent Global Capital Security. No person shall however be entitled toreceive any payment on the Permanent Global Capital Security falling due after the Permanent GlobalExchange Date, unless exchange of the Permanent Global Capita] Security for definitive CapitalSecurities is improperly withheld or refused by or on behalf of the Bank.3. NoticesSo long as the Permanent Global Capital Security is held on behalf of Clearstream, Luxembourg orEuroclear or an Alternative Clearing System, notices required to be given to Holders may be given bytheir being delivered to Clearstream, Luxembourg and/or Euroclear or, as the case may be, theAlternative Clearing System, rather than by publication as required by the Terms and Conditions of theCapital Securities. Any notice delivered to Clearstream, Luxembourg and/or Euroclear and/or, as the casemay be, the Alternative Clearing System shall be deemed to have been given to the Holders on the dayon which such notice is so delivered.4. MeetingsThe holder of the Permanent Global Capital Security shall be treated at any meeting of Holders ashaving one vote in respect of each U.S.$1,000 principal amount of Capital Securities for which thePermanent Global Capital Security may be exchanged.5. Purchase and cancellationCancellation of any Capital Security represented by the Permanent Global Capital Security which isrequired by the Terms and Conditions of the Capital Securities to be cancelled will be effected byreduction in the principal amount of the Permanent Global Capital Security.6. Trustee's powersIn considering the interests of Holders in circumstances where the Permanent Global Capital Security isheld on behalf of any one or more of Clearstream, Luxembourg, Euroclear and an Alternative ClearingSystem, the Trustee may have regard to such information as may have been made available to it by or onbehalf of the relevant clearing system or its operator as to the identity of its accountholders (eitherindividually or by way of category) with entitlements in respect of the Permanent Global CapitalSecurity and may consider such interests on the basis that such accountholders were the holder of thePermanent Global Capital Security.29