Exchange Offer - Pricing and Results

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER RESTRICTIONS" BELOW)

9 February 2012

LLOYDS TSB BANK PLC EXCHANGE OFFER

PRICING AND RESULTS RELATING TO THE EXISTING NOTES

Further to the announcement dated 2 February 2012 and in accordance with the Exchange Offer Memorandum of the same date, Lloyds TSB Bank plc (the "Issuer") hereby announces the results of the Exchange Offer to holders of the Existing Notes (as described in the announcement dated 2 February 2012).

Exchange Offer Results

The results of the Exchange Offer are as follows:

All Offers to Exchange validly submitted to the Exchange Agent by the Expiration Time are accepted in full. The Existing Notes are accepted for exchange by LBG Capital No.1 plc and LBG Capital No.2 plc in such proportions as shall be determined between themselves.

Holders whose Offers to Exchange are accepted will receive New Notes in an amount (rounded down to the nearest €1,000) equal to the aggregate principal amount of such Existing Notes accepted for exchange multiplied by the Exchange Ratio, subject to the requirement for each Holder to Offer to Exchange at least the Minimum Existing Holding. Each such Holder will also be entitled to receive an Accrued Interest Payment and any Cash Rounding Amount.

Holders whose Existing Notes Offered for Exchange were not accepted, or who did not participate in the Exchange Offer, will not be eligible to receive New Notes in exchange for such Existing Notes and shall continue to hold such Existing Notes subject to their terms and conditions.

Pricing of the New Notes and New Issue Amounts

The aggregate principal amount of New Notes to be issued by the Issuer pursuant to the Exchange Offer in exchange for the Existing Notes, and the pricing details thereof, are as follows:

The expected Settlement Date of the Exchange Offer is 10 February 2012.

Application will be made for the New Notes referred to above to be admitted to the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange's Regulated Market pursuant to the Issuer's EMTN Programme on (or shortly following) the business day after the Settlement Date.

The Exchange Offer was made on the terms and subject to the conditions set out in the Exchange Offer Memorandum dated 2 February 2012. Capitalised terms used in this announcement but not otherwise defined herein shall have the meaning ascribed to them in the Exchange Offer Memorandum.

The Exchange Offer was not made in the United States or to any U.S. person and was also restricted in other jurisdictions, as more fully described below and in the Exchange Offer Memorandum.

Requests for information in relation to the settlement of the Exchange Offer should be directed to the Exchange Agent listed below:

DISCLAIMER This announcement must be read in conjunction with the Exchange Offer Memorandum. This announcement and the Exchange Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Exchange Offer. If you are in any doubt as to the contents of this announcement or the Exchange Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser.

OFFER RESTRICTIONS

The Exchange Offer Memorandum does not constitute an offer or an invitation to participate in the Exchange Offer in any jurisdiction in or from which, or to any person to whom, it is unlawful to make such offer or invitation under applicable laws. The distribution of the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Exchange Offer Memorandum comes are required by each of the Issuer, the Lloyds Banking Group Companies, the Dealer Managers and the Exchange Agents to inform themselves about, and to observe, any such restrictions.

No action has been or will be taken in any jurisdiction by the Issuer, the Lloyds Banking Group Companies, the Dealer Managers or the Exchange Agents that would constitute a public offering of the New Notes other than the preparation of the Exchange Offer Memorandum in compliance with articles 652a and 1156 of the Swiss Code of Obligations for purposes of making the Exchange Offer in Switzerland. The Exchange Offer comprises an offer of securities to the public for the purposes of the Prospectus Directive. However, no action is required to be taken under the Prospectus Directive in connection with such offer as holders must Offer to Exchange at least the Minimum Existing Holding (as defined herein).

United States

The Exchange Offer is not being made, and will not be made, directly or indirectly, in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet and other forms of electronic communication. Accordingly, copies of the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including without limitation, by custodians, nominees or trustees) in or into the United States or to U.S. persons and the Existing Notes cannot be Offered for Exchange by any such use, means, instruments or facilities or from within the United States or by U.S. persons. Any purported Offer to Exchange Existing Notes resulting directly or indirectly from a violation of these restrictions will be invalid, and any purported Offer to Exchange made by a U.S. person, a resident of the United States or from the United States or from any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or for a U.S. person will be invalid and will not be accepted.

The Exchange Offer Memorandum is not an offer of securities for sale in the United States or to U.S. persons. The Existing Notes and the New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of U.S. persons. The purpose of the Exchange Offer Memorandum is limited to the Exchange Offer, and the Exchange Offer Memorandum may not be sent or given to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act.

Each holder of Existing Notes participating in the Exchange Offer will represent that it is participating in the Exchange Offer in accordance with Regulation S under the Securities Act and that it is not participating in the Exchange Offer from the United States nor is it a U.S. person or an agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or for a U.S. person.

European Economic Area

In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive"), the Exchange Offer Memorandum is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

The Exchange Offer Memorandum has been prepared on the basis that any offer of New Notes in any Member State of the European Economic Area ("EEA"), which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to produce an Exchange Offer Memorandum for offers of New Notes. Accordingly any person making or intending to make any offer within the EEA of New Notes which are the subject of the offer contemplated in the Exchange Offer Memorandum may only do so in circumstances in which no obligation arises for the Issuer or the Dealer Managers to produce an Exchange Offer Memorandum pursuant to Article 3 of the Prospectus Directive or supplement an Exchange Offer Memorandum pursuant to and in accordance with Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor the Dealer Managers have authorised, nor do they authorise, the making of any offer (i) of any New Notes in circumstances in which an obligation arises for the Issuer or the Dealer Managers to publish or supplement an Exchange Offer Memorandum for such offers; or (ii) of New Notes through any financial intermediary, other than offers made by the Dealer Manager which constitute the offering of the New Notes contemplated in the Exchange Offer Memorandum.

Each person in a Relevant Member State who receives any communication in respect of, or who acquires any New Notes under the offer contemplated in the Exchange Offer Memorandum will be deemed to have represented, warranted and agreed to and with each Dealer Manager and each Lloyds Banking Group Company that:

(a) it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive; and

(b) in the case of any New Notes acquired by it as a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, (i) the New Notes acquired by it in the offers have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the Dealer Managers has been given to the offer or resale; or (ii) where the New Notes have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those New Notes to it is not treated under the Prospectus Directive as having been made to such persons.

For the purposes of this representation, the expression an "offer" in relation to any New Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any New Notes to be offered so as to enable an investor to decide to purchase or subscribe for the New Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Italy

None of the Exchange Offer, the Exchange Offer Memorandum or any other documents or materials relating to the Exchange Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB). The Exchange Offer is being carried out in the Republic of Italy ("Italy") as an exempt offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Accordingly, the Exchange Offer is not available to investors located in Italy that do not qualify as qualified investors (investitori qualificati), as defined pursuant to Article 100 of the Financial Services Act and Article 34-ter, paragraph 1, letter b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended ("Non Eligible Investors"). Non Eligible Investors may not participate in the Exchange Offer and neither the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer or the New Notes may be distributed or made available to Non Eligible Investors.

Holders or beneficial owners of the Existing Notes that qualify as qualified investors (investitori qualificati) can offer Existing Notes for exchange through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

United Kingdom

The communication of the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of any Lloyds Banking Group Company or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.

Belgium

Neither the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority ("Autorité des services et marches financiers / Autoriteit financiële diensten en markten") and, accordingly, the Exchange Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, both as amended or replaced from time to time. Accordingly, the Exchange Offer may not be advertised and the Exchange Offer will not be extended, and neither the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. The Exchange Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Exchange Offer. Accordingly, the information contained in the Exchange Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

France

This Exchange Offer is not being made, directly or indirectly, to the public in France. Neither the Exchange Offer Memorandum nor any other documents or offering materials relating to the Exchange Offer have been or shall be distributed to the public in the France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Exchange Offer. The Exchange Offer Memorandum has not been and will not be submitted for clearance procedures (visa) of the Autorité des marchés financiers.

Switzerland

The section entitled "Selling Restrictions - Switzerland" on pages 163 to 164 of the Base Prospectus shall not apply to the Exchange Offer.

General

The Dealer Managers and the Exchange Agent (and their respective directors, employees or affiliates) make no representations or recommendations whatsoever regarding the Exchange Offer Memorandum or the Exchange Offer. Each Exchange Agent is the agent of the Issuer and owes no duty to any holder. None of the Lloyds Banking Group Companies, the Dealer Managers or the Exchange Agent makes any recommendation as to whether or not holders should participate in the Exchange Offer.

The Exchange Offer does not constitute an offer to buy or the solicitation of an offer to sell the Existing Notes and/or the New Notes in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Exchange Offer to be made by a licensed broker or dealer and either of the Dealer Managers or, where the context so requires, any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, the Exchange Offer shall be deemed to be made on behalf of the Lloyds Banking Group Companies by such Dealer Manager or affiliate (as the case may be) in such jurisdiction.