LLOYDS BANKING GROUP PLC (a public limited company incorporated under the laws of Scotland and registered in Scotland) CAPITAL SECURITIES UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2022 • Lloyds Bank PLC • Commercial banks, nec • New York
From time to time Lloyds Banking Group plc, a public limited company incorporated and registered in Scotland, United Kingdom (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), or to purchasers procured by them, certain of the Company’s capital securities specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Securities”) and convertible in accordance with their terms into the ordinary shares of the Company (the “Conversion Securities”).
LLOYDS BANK PLC (a public limited company incorporated under the laws of England and registered in England and Wales) SENIOR DEBT UNDERWRITING AGREEMENT DATED: [·] LLOYDS BANK plc Form of Underwriting AgreementSenior Debt Underwriting Agreement • June 7th, 2022 • Lloyds Bank PLC • Commercial banks, nec • New York
[Names of Representatives] [Addresses of Representatives] As Representatives of the several Underwriters named in Schedule I to the Pricing Agreement (as defined below)
EXECUTIVE SERVICE AGREEMENTExecutive Service Agreement • July 31st, 2019 • Lloyds Bank PLC • Commercial banks, nec • London
LLOYDS BANKING GROUP PLC (a public limited company incorporated under the laws of Scotland and registered in Scotland) SUBORDINATED DEBT UNDERWRITING AGREEMENT DATED: [·] LLOYDS BANKING GROUP plc Form of Underwriting AgreementSubordinated Debt Underwriting Agreement • June 7th, 2022 • Lloyds Bank PLC • Commercial banks, nec • New York
From time to time Lloyds Banking Group plc, a public limited company incorporated and registered in Scotland, United Kingdom (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), or to purchasers procured by them, certain of the Company’s subordinated debt securities specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Securities”).
SENIOR DEBT UNDERWRITING AGREEMENT DATED: January 19, 2016Underwriting Agreement • January 22nd, 2016 • Lloyds Bank 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 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), or
SERVICE AGREEMENT ADDENDUMService Agreement Addendum • March 8th, 2022 • Lloyds Bank PLC • Commercial banks, nec
The following clauses should be read in conjunction with this Service Agreement and are agreed to be contractually binding
A)The Employer and the Executive entered into a Service Agreement dated 15 March 2019 (the “Agreement”).Deed of Variation • March 11th, 2021 • Lloyds Bank 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.
LLOYDS BANK PLCFirst Supplemental Indenture • August 14th, 2019 • Lloyds Bank PLC • Commercial banks, nec • New York
FIRST SUPPLEMENTAL INDENTURE (“First Supplemental Indenture”), dated as of August 14, 2019, between LLOYDS BANK PLC, a corporation incorporated in England and Wales with registered number 2065, as issuer (the “Company”) and THE BANK OF NEW YORK MELLON, acting through its London Branch, as trustee (the “Trustee”).
BACKGROUNDDeed of Variation • March 11th, 2021 • Lloyds Bank 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 • March 8th, 2022 • Lloyds Bank PLC • Commercial banks, nec • England and Wales
EXECUTIVE SERVICE AGREEMENTExecutive Service Agreement • March 24th, 2020 • Lloyds Bank PLC • Commercial banks, nec • England and Wales
EXECUTIVE SERVICE AGREEMENTExecutive Service Agreement • July 31st, 2019 • Lloyds Bank PLC • Commercial banks, nec • London
LLOYDS TSB BANK PLC as Issuer LLOYDS BANKING GROUP PLC as Guarantor TO THE BANK OF NEW YORK MELLON as Trustee FORM OF INDENTURE Senior Debt SecuritiesIndenture Agreement • December 22nd, 2010 • Lloyds TSB Bank PLC • Commercial banks, nec • New York
SENIOR DEBT SECURITIES INDENTURE, dated as of [●] between LLOYDS TSB BANK PLC, a corporation incorporated in England with registered number 2065 (the “Company”), LLOYDS BANKING GROUP PLC, a corporation incorporated in Scotland with registered number 95000 (the “Guarantor”) and THE BANK OF NEW YORK MELLON, acting through its London Branch, a banking corporation duly organized and existing under the laws of the State of New York as Trustee (the “Trustee”), having its Corporate Trust Office at One Canada Square, London E14 5AL.
New York Menlo Park Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong KongRegistration Statement • June 2nd, 2016 • Lloyds Bank PLC • Commercial banks, nec
Lloyds 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”) are filing on or about the date hereof with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-3 (as it may be amended or supplemented from time to time, the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), debt securities to be issued from time to time in one or more series by the Issuer and guaranteed by the Guarantor (such debt securities, together with the corresponding guarantees, the “Shelf Securities”). The Shelf Securities include securities designated as Series A Notes (the “Series A Notes”), and such Series A Notes have been or are to be issued on or after the date hereof. The Series A Notes have been and are to be issued pursuant to the senior debt
LLOYDS BANK PLC as Issuer, LLOYDS BANKING GROUP PLC as Guarantor, and THE BANK OF NEW YORK MELLON, acting through its London Branch as Trustee EIGHTH SUPPLEMENTAL INDENTURE dated as of June 2, 2016 to THE SENIOR DEBT SECURITIES INDENTURE dated as of...Eighth Supplemental Indenture • June 2nd, 2016 • Lloyds Bank PLC • Commercial banks, nec • New York
EIGHTH SUPPLEMENTAL INDENTURE (“Eighth Supplemental Indenture”), dated as of June 2, 2016, among LLOYDS BANK PLC, a corporation incorporated in England and Wales with registered number 2065, as issuer (the “Company”), LLOYDS BANKING GROUP PLC, a corporation incorporated in Scotland with registered number 95000, as guarantor (the “Guarantor”) and THE BANK OF NEW YORK MELLON, acting through its London Branch, as trustee (the “Trustee”).
LLOYDS TSB BANK PLC as Issuer LLOYDS BANKING GROUP PLC as Guarantor TO THE BANK OF NEW YORK MELLON as Trustee FORM OF INDENTURE Subordinated Debt SecuritiesIndenture Agreement • December 22nd, 2010 • Lloyds TSB Bank PLC • Commercial banks, nec • New York
SUBORDINATED DEBT SECURITIES INDENTURE, dated as of [·] between LLOYDS TSB BANK PLC, a corporation incorporated in England with registered number 2065 (the “Company”), LLOYDS BANKING GROUP plc, a company incorporated in Scotland with registered number 095000 (the “Guarantor”), and THE BANK OF NEW YORK MELLON, acting through its London Branch, a banking corporation duly organized and existing under the laws of the State of New York as Trustee (the “Trustee”), having its Corporate Trust Office at One Canada Square, London E14 5AL.
LLOYDS BANK PLCEighth Supplemental Indenture • May 9th, 2018 • Lloyds Bank PLC • Commercial banks, nec • New York
EIGHTH SUPPLEMENTAL INDENTURE (“Eighth Supplemental Indenture”), dated as of May 8, 2018, among LLOYDS BANK PLC (as successor to Lloyds TSB Bank plc), a corporation incorporated in England and Wales with registered number 2065, as issuer (the “Company”), LLOYDS BANKING GROUP PLC, a corporation incorporated in Scotland with registered number 95000, as guarantor (the “Guarantor”) 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 London LLP 99 Gresham Street London EC2V 7NG 020 7418 1300 tel 020 7418 1400 faxRegistration Statement • June 7th, 2013 • Lloyds TSB Bank PLC • Commercial banks, nec
SENIOR DEBT UNDERWRITING AGREEMENT DATED: [ ] LLOYDS BANK plc LLOYDS BANKING GROUP plcSenior Debt Underwriting Agreement • June 2nd, 2016 • Lloyds Bank 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 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), or to purchasers procured by them, certain of the Company’s debt securities specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Securities”).
LLOYDS BANK PLCSeventh Supplemental Indenture • January 22nd, 2016 • Lloyds Bank PLC • Commercial banks, nec • New York
SEVENTH SUPPLEMENTAL INDENTURE (“Seventh Supplemental Indenture”), dated as of January 22, 2016, among LLOYDS BANK PLC, a corporation incorporated in England and Wales with registered number 2065, as issuer (the “Company”), LLOYDS BANKING GROUP PLC, a corporation incorporated in Scotland with registered number 95000, as guarantor (the “Guarantor”) and THE BANK OF NEW YORK MELLON, acting through its London Branch, as trustee (the “Trustee”).
LLOYDS BANK PLC LLOYDS BANKING GROUP PLC Medium-Term Notes, Series A U.S. Distribution Agreementu.s. Distribution Agreement • June 2nd, 2016 • Lloyds Bank PLC • Commercial banks, nec • New York
This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. This Agreement may be executed in one or more counterparts and the executed counterparts taken together shall constitute one and the same agreement.
LLOYDS BANKING GROUP PLCSecond Supplemental Indenture • June 2nd, 2016 • Lloyds Bank PLC • Commercial banks, nec • New York
SECOND SUPPLEMENTAL INDENTURE (“Second Supplemental Indenture”), dated as of December 1, 2015, 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”).
Deed of confirmation and variation of contractPensions Contract • March 24th, 2020 • Lloyds Bank PLC • Commercial banks, nec • England and Wales
LLOYDS BANKING GROUP PLCThird Supplemental Indenture • June 2nd, 2016 • Lloyds Bank PLC • Commercial banks, nec • New York
THIRD SUPPLEMENTAL INDENTURE (“Third Supplemental Indenture”), dated as of December 10, 2015, 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”).
