LLOYDS TSB GROUP plc AND THE BANK OF NEW YORK As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of _____________, 2008Deposit Agreement • November 6th, 2008 • Lloyds TSB Group PLC • Commercial banks, nec • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of _________, 2008, among LLOYDS TSB GROUP plc, incorporated under the laws of Scotland (herein called the Issuer), THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), a New York banking corporation (herein called the Depositary), and all Owners and holders from time to time of American Depositary Shares issued hereunder.
CAPITAL SECURITIES UNDERWRITING AGREEMENT DATED: September 26, 2024 LLOYDS BANKING GROUP plc Underwriting AgreementUnderwriting Agreement • September 27th, 2024 • Lloyds Banking Group PLC • Commercial banks, nec
SENIOR DEBT UNDERWRITING AGREEMENT DATED: May 29, 2024 LLOYDS BANKING GROUP plcSenior Debt Underwriting Agreement • May 30th, 2024 • Lloyds Banking Group PLC • Commercial banks, nec
Effective November 27, 2009 the Companys Par Value changed from 25p to 10p. Exhibit A to Deposit Agreement No. AMERICAN DEPOSITARY SHARES (Each American Depositary Share represents four (4) Deposited Shares) THE BANK OF NEW YORK MELLON AMERICAN...Deposit Agreement • December 22nd, 2009 • Lloyds Banking Group PLC • Commercial banks, nec
EXECUTIVE SERVICE AGREEMENTExecutive Service Agreement • March 25th, 2013 • Lloyds Banking Group PLC • Commercial banks, nec • England and Wales
SUBORDINATED DEBT UNDERWRITING AGREEMENT DATED: November 7, 2022 LLOYDS BANKING GROUP plcSubordinated Debt Underwriting Agreement • November 8th, 2022 • Lloyds Banking Group PLC • Commercial banks, nec • New York
LLOYDS BANK PLC, as ISSUER (a public limited company incorporated under the laws of England and registered in England) and LLOYDS BANKING GROUP PLC, as GUARANTOR (a public limited company incorporated under the laws of Scotland and registered in...Underwriting Agreement • May 14th, 2015 • Lloyds Banking Group PLC • Commercial banks, nec • New York
From time to time Lloyds Bank plc, a public limited company incorporated and registered in England, United Kingdom (the “Company”), and Lloyds Banking Group plc, a public limited company incorporated and registered in Scotland, United Kingdom (the “Guarantor”) proposes
GLOBAL NOTESubordinated Note • November 28th, 2016 • Lloyds Banking Group PLC • Commercial banks, nec • New York
THIS SUBORDINATED NOTE 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 SUBORDINATED NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SUBORDINATED NOTE REGISTERED, AND NO TRANSFER OF THIS SUBORDINATED NOTE 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.
SERVICE AGREEMENT ADDENDUMService Agreement Addendum • February 28th, 2022 • Lloyds Banking Group PLC • Commercial banks, nec
The following clauses should be read in conjunction with this Service Agreement and are agreed to be contractually binding
New York Menlo Park Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 4000 tel 212 701 5800 faxSecurities Offering Agreement • July 20th, 2012 • Lloyds Banking Group PLC • Commercial banks, nec
Lloyds TSB Bank plc, a public limited company organized under the laws of England and Wales (the “Issuer”), and Lloyds Banking Group plc, a public limited company organized under the laws of Scotland (the “Guarantor”), have filed a registration statement on Form F-3, File No. 333-167844 (the “Registration Statement”) for the purpose of registering under the U.S. Securities Act of 1933, as amended, the offering by the Issuer of certain securities, including US$20,509,000 aggregate principal amount of its Senior Callable Step-Up Fixed-Rate Notes due July 19, 2027 (the “Notes”), which are fully and unconditionally guaranteed by the Guarantor (the “Guarantee,” and together with the Notes, the “Securities”). The Securities are to be issued pursuant to the senior debt securities indenture dated as of January 21, 2011 (the “Senior Indenture”) among the Issuer, the Guarantor and The Bank of New York Mellon, acting through its London Branch, as trustee (the “Trustee”), as supplemented by the fi
LLOYDS TSB GROUP PLC (a public limited company incorporated under the laws of Scotland and registered in Scotland) UNDERWRITING AGREEMENT DATED: [ ]Underwriting Agreement • June 15th, 2007 • Lloyds TSB Group PLC • Commercial banks, nec • New York
From time to time Lloyds TSB Group plc, a public limited company incorporated under the laws of Scotland and registered in Scotland (the “Company”), proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) an aggregate number of American depositary shares representing non-cumulative preference shares as specified in Schedule II to the Pricing Agreement. It is contemplated hereby that a Pricing Agreement will be entered into on the date hereof with respect to [Number of shares] authorized but unissued Non-cumulative Dollar Preference Shares, Series [·] in the capital of the Company
ContractRegistration Statement • April 9th, 2013 • Lloyds Banking Group PLC • Commercial banks, nec
New York Menlo Park Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 4000 tel 212 701 5800 fax
April 26, 2012Registration Statement • April 26th, 2012 • Lloyds Banking Group PLC • Commercial banks, nec
Lloyds TSB Bank plc, a public limited company organized under the laws of England and Wales (the “Issuer”), and Lloyds Banking Group plc, a public limited company organized under the laws of Scotland (the “Guarantor”), have filed a registration statement on Form F-3, File No. 333-167844 (the “Registration Statement”) for the purpose of registering under the U.S. Securities Act of 1933, as amended, the offering by the Issuer of certain securities, including U.S.$11,000,000 aggregate principal amount of its Senior Callable CMS Steepener Notes due April 26, 2027 (the “Notes”), which are fully and unconditionally guaranteed by the Guarantor (the “Guarantee,” and together with the Notes, the “Securities”). The Securities are to be issued pursuant to the senior debt securities indenture dated as of January 21, 2011 (the “Senior Indenture”) among the Issuer, the Guarantor and The Bank of New York Mellon, acting through its London Branch, as trustee (the “Trustee”), as supplemented by the firs
LLOYDS BANKING GROUP plc and THE BANK OF NEW YORK MELLON As Depositary and OWNERS AND BENEFICIAL OWNERS OF REGULATION S AMERICAN DEPOSITARY SHARES Amended and Restated Regulation S Deposit Agreement (Preference shares - series) Dated as of February...Regulation S Deposit Agreement • November 10th, 2021 • Lloyds Banking Group PLC • Commercial banks, nec • New York
AMENDED AND RESTATED REGULATION S DEPOSIT AGREEMENT dated as of February 18, 2020 among LLOYDS BANKING GROUP plc, incorporated under the laws of Scotland (herein called the Company), THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of Regulation S American Depositary Receipts issued hereunder.
LLOYDS BANKING GROUP plc andRule 144a Deposit Agreement • November 10th, 2021 • Lloyds Banking Group PLC • Commercial banks, nec • New York
LLOYDS BANKING GROUP PLCFifth Supplemental Indenture • November 10th, 2021 • Lloyds Banking Group PLC • Commercial banks, nec • New York
FIFTH SUPPLEMENTAL INDENTURE (“Fifth Supplemental Indenture”), dated as of November 14, 2016, between LLOYDS BANKING GROUP PLC, a corporation incorporated in Scotland with registered number 95000, and with its principal executive offices located at 25 Gresham Street, London EC2V 7HN, United Kingdom, as issuer (the “Company”) and THE BANK OF NEW YORK MELLON, acting through its London Branch, as trustee (the “Trustee”).
A)The Employer and the Executive entered into a Service Agreement dated 15 March 2019 (the “Agreement”).Deed of Variation • February 26th, 2021 • Lloyds Banking Group PLC • Commercial banks, nec • England and Wales
(B)Under clause 4.1 of the Agreement the Employer is obliged to pay a contribution of 25% (“the Original Rate”) of the Executive’s annual salary either into the Employer’s Your Tomorrow Pension Scheme (“the Scheme”) for the benefit of the Executive (“the Pension Contribution”), or, if the Executive has chosen to opt out of the Scheme or cap pension contributions to the Scheme, as a non-pensionable cash supplement (“the Pension Supplement”) to the Executive.
THIS EXECUTIVE SERVICE AGREEMENT is made the 23rd day of May 2005 BETWEEN Definitions used in this Agreement are set out in Clause 19.2 below. IT IS AGREED as follows:Executive Service Agreement • June 29th, 2005 • Lloyds TSB Group PLC • Finance services • London
New York Menlo Park Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 4000 tel 212 701 5800 faxRegistration Statement • June 29th, 2012 • Lloyds Banking Group PLC • Commercial banks, nec
Lloyds TSB Bank plc, a public limited company organized under the laws of England and Wales (the “Issuer”), and Lloyds Banking Group plc, a public limited company organized under the laws of Scotland (the “Guarantor”), have filed a registration statement on Form F-3, File No. 333-167844 (the “Registration Statement”) for the purpose of registering under the U.S. Securities Act of 1933, as amended, the offering by the Issuer of certain securities, including US$2,500,000 aggregate principal amount of its Senior Callable 6-Month USD LIBOR and S&P 500® Index Range Accrual Notes due June 29, 2032 and US$9,000,000 aggregate principal amount of its Senior Callable 6-Month USD LIBOR and S&P 500® Index Range Accrual Notes due June 29, 2027 (the “Notes”), which are fully and unconditionally guaranteed by the Guarantor (the “Guarantee,” and together with the Notes, the “Securities”). The Securities are to be issued pursuant to the senior debt securities indenture dated as of January 21, 2011 (the
LLOYDS BANKING GROUP PLCFirst Supplemental Indenture • July 6th, 2016 • Lloyds Banking Group PLC • Commercial banks, nec • New York
FIRST SUPPLEMENTAL INDENTURE (“First Supplemental Indenture”), dated as of July 6, 2016, between LLOYDS BANKING GROUP PLC, a corporation incorporated in Scotland with registered number 95000, as issuer (the “Company”) and THE BANK OF NEW YORK MELLON, acting through its London Branch, as trustee (the “Trustee”).
New York Menlo Park Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 4000 tel 212 701 5800 faxRegistration Statement • July 23rd, 2012 • Lloyds Banking Group PLC • Commercial banks, nec
Lloyds TSB Bank plc, a public limited company organized under the laws of England and Wales (the “Issuer”), and Lloyds Banking Group plc, a public limited company organized under the laws of Scotland (the “Guarantor”), have filed a registration statement on Form F-3, File No. 333-167844 (the “Registration Statement”) for the purpose of registering under the U.S. Securities Act of 1933, as amended, the offering by the Issuer of certain securities, including US$10,000,000 aggregate principal amount of its Senior Fixed to Floating Rate Notes due July 23, 2022 and US$12,000,000 aggregate principal amount of its Senior Callable Step-Up Fixed-Rate Notes due July 23, 2032 (the “Notes”), which are fully and unconditionally guaranteed by the Guarantor (the “Guarantee,” and together with the Notes, the “Securities”). The Securities are to be issued pursuant to the senior debt securities indenture dated as of January 21, 2011 (the “Senior Indenture”) among the Issuer, the Guarantor and The Bank o
BACKGROUNDDeed of Variation • February 26th, 2021 • Lloyds Banking Group PLC • Commercial banks, nec • England and Wales
(A)The Employer and the Executive entered into Heads of Terms dated 2 November 2010 (“HoT”) and an Executive Service Agreement dated 3 November 2010 (the “Agreement”).
EXECUTIVE SERVICE AGREEMENTExecutive Service Agreement • February 28th, 2022 • Lloyds Banking Group PLC • Commercial banks, nec • England and Wales
EXECUTIVE SERVICE AGREEMENTExecutive Service Agreement • February 25th, 2020 • Lloyds Banking Group PLC • Commercial banks, nec • England and Wales
EXECUTIVE SERVICE AGREEMENTExecutive Service Agreement • March 5th, 2014 • Lloyds Banking Group PLC • Commercial banks, nec • England and Wales
LLOYDS BANKING GROUP PLC as Company, and THE BANK OF NEW YORK MELLON ACTING THROUGH ITS LONDON BRANCH as TrusteeFirst Supplemental Indenture • April 7th, 2014 • Lloyds Banking Group PLC • Commercial banks, nec • New York
This FIRST SUPPLEMENTAL INDENTURE (“First Supplemental Indenture”), dated as of April 7, 2014, between, LLOYDS BANKING GROUP PLC, a corporation incorporated in Scotland with registered number 95000, as issuer (the “Company”) and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York acting through its London Branch, as trustee under the Capital Securities Indenture hereinafter referred to (the “Trustee”) having its Corporate Trust Office at One Canada Square, London E14 5AL.
HBOS PLC,Indenture • November 10th, 2021 • Lloyds Banking Group PLC • Commercial banks, nec • New York
AMENDED AND RESTATED INDENTURE, dated as of April 30, 2003 (the “Indenture”) among HBOS plc, a corporation incorporated in Scotland under the Companies Act 1985 with registered number SC 218813, having its registered office at The Mound, Edinburgh, Scotland EH1 1YZ, (“HBOS” and, in its capacity as guarantor of Securities issued under this Indenture by any Issuer (other than HBOS), a “Guarantor”), THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND, a bank constituted and existing under the laws of Scotland, having its principal office at The Mound, Edinburgh, Scotland EH1 1YZ, (“BOS” and, in its capacity as guarantor of Securities issued under this Indenture by any Issuer (other than HBOS or BOS), a “Guarantor” and, collectively with HBOS in their respective capacities as Guarantors, the “Guarantors”), SCOTLAND INTERNATIONAL FINANCE NO. 2 B.V., a private limited liability company (“besloten vennootschap met beperkte aansprakelijkheid”) incorporated under the laws of The Netherlands (“SIF”
LLOYDS BANKING GROUP PLCEleventh Supplemental Indenture • April 9th, 2020 • Lloyds Banking Group PLC • Commercial banks, nec • New York
ELEVENTH SUPPLEMENTAL INDENTURE (“Eleventh Supplemental Indenture”), dated as of April 9, 2020, between LLOYDS BANKING GROUP PLC, a corporation incorporated in Scotland with registered number 95000, as issuer (the “Company”) and THE BANK OF NEW YORK MELLON, acting through its London Branch, as trustee (the “Trustee”).
LLOYDS BANKING GROUP PLCThird Supplemental Indenture • June 19th, 2019 • Lloyds Banking Group PLC • Commercial banks, nec • New York
This THIRD SUPPLEMENTAL INDENTURE (“Third Supplemental Indenture”), dated as of June 19, 2019, between, LLOYDS BANKING GROUP PLC, a company incorporated in Scotland with registered number 95000, as issuer (the “Company”) and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, acting through its London Branch, as trustee under the Capital Securities Indenture hereinafter referred to (the “Trustee”) having its Corporate Trust Office at One Canada Square, London E14 5AL, United Kingdom.
LLOYDS BANKING GROUP PLCFourth Supplemental Indenture • November 20th, 2019 • Lloyds Banking Group PLC • Commercial banks, nec • New York
This FOURTH SUPPLEMENTAL INDENTURE (“Fourth Supplemental Indenture”), dated as of November 20, 2019, among, LLOYDS BANKING GROUP PLC, a company incorporated in Scotland with registered number 95000, as issuer (the “Company”), THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, acting through its London Branch, as trustee under the Capital Securities Indenture hereinafter referred to (the “Trustee”) having its Corporate Trust Office at One Canada Square, London E14 5AL, United Kingdom and The Bank of New York Mellon SA/NV, Luxembourg Branch, as capital security registrar.
THIS AGREEMENT is made on 3 November 2009 Between: Whereas:Conformed Copy Agreement • May 13th, 2010 • Lloyds Banking Group PLC • Commercial banks, nec
Company will have sufficient authorised but unissued share capital and the Directors will have authority under section 551 of the Companies Act to allot the New Shares.
LLOYDS BANKING GROUP PLCSixth Supplemental Indenture • June 21st, 2018 • Lloyds Banking Group PLC • Commercial banks, nec • New York
SIXTH SUPPLEMENTAL INDENTURE (“Sixth Supplemental Indenture”), dated as of June 21, 2018, between LLOYDS BANKING GROUP PLC, a corporation incorporated in Scotland with registered number 95000, as issuer (the “Company”) and THE BANK OF NEW YORK MELLON, acting through its London Branch, as trustee (the “Trustee”).
LLOYDS BANKING GROUP PLCSupplemental Indenture • March 6th, 2023 • Lloyds Banking Group PLC • Commercial banks, nec • New York
SIXTEENTH SUPPLEMENTAL INDENTURE (“Sixteenth Supplemental Indenture”), dated as of March 6, 2023, between LLOYDS BANKING GROUP PLC, a corporation incorporated in Scotland with registered number 95000, as issuer (the “Company”), THE BANK OF NEW YORK MELLON, acting through its London Branch, as trustee (the “Trustee”) and as paying agent (the “Paying Agent”) and THE BANK OF NEW YORK MELLON SA/NV, DUBLIN BRANCH, as senior debt security registrar (the “Senior Debt Security Registrar”).
LLOYDS BANKING GROUP PLCThird Supplemental Indenture • November 7th, 2017 • Lloyds Banking Group PLC • Commercial banks, nec • New York
THIRD SUPPLEMENTAL INDENTURE (“Third Supplemental Indenture”), dated as of November 7, 2017, between LLOYDS BANKING GROUP PLC, a corporation incorporated in Scotland with registered number 95000, as issuer (the “Company”) and THE BANK OF NEW YORK MELLON, acting through its London Branch, as trustee (the “Trustee”).
LLOYDS BANKING GROUP PLCSixth Supplemental Indenture • October 7th, 2016 • Lloyds Banking Group PLC • Commercial banks, nec • New York
SIXTH SUPPLEMENTAL INDENTURE (“Sixth Supplemental Indenture”), dated as of [●], 2016, between LLOYDS BANKING GROUP PLC, a corporation incorporated in Scotland with registered number 95000, and with its principal executive offices located at 25 Gresham Street, London EC2V 7HN, United Kingdom, as issuer (the “Company”) and THE BANK OF NEW YORK MELLON, acting through its London Branch, as trustee (the “Trustee”).
