Allen & Overy LLP

0011002-0000993 ICM:19694465.4

EXECUTION VERSION

CANCELLATION DEED

17 JUNE 2014

LLOYDS BANK PLC

as Issuer and a Covered Bond Swap Provider

and

LLOYDS BANK COVERED BONDS (LM) LIMITED

as Liquidation Member

and

LLOYDS BANK COVERED BONDS LLP

as LLP

and

THE BANK OF NEW YORK MELLON, LONDON BRANCH

as Principal Paying Agent

and

BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED

as Security Trustee and Bond Trustee

0011002-0000993 ICM:19694465.4

CONTENTS

Clause Page

1. Definitions and Interpretation ................................................................................................................ 1 2. Cancellation of the Proposed Cancelled Series 2010-1 Covered Bonds ............................................... 2 3. Repayment of the Intercompany Loan .................................................................................................. 2 4. Amendment OF COVERED BOND SWAP AGREEMENT ............................................................... 2 5. No Default ............................................................................................................................................. 3 6. Variation and Waiver ............................................................................................................................ 3 7. Third Party Rights ................................................................................................................................. 3 8. Entire Agreement................................................................................................................................... 3 9. Counterparts and Severability ............................................................................................................... 3 10. Governing Law ...................................................................................................................................... 3

Signatories .......................................................................................................................................................... 4

0011002-0000993 ICM:19694465.4 1

THIS CANCELLATION DEED is made as a DEED on 17 June 2014

BETWEEN:

1. LLOYDS BANK PLC (registered number 2065), a public limited company incorporated under the

laws of England and Wales, whose registered office is at 25 Gresham Street, London EC2V 7HN

(the Issuer and a Covered Bond Swap Provider);

2. LLOYDS BANK COVERED BONDS (LM) LIMITED (registered number 06696578), a limited

company incorporated under the laws of England and Wales, whose registered office is at 35 Great

St. Helen's, London EC3A 6AP (the Liquidation Member);

3. LLOYDS BANK COVERED BONDS LLP (registered number OC340094), a limited liability

partnership incorporated in England and Wales under the Limited Liability Partnerships Act 2000

whose registered office is at 35 Great St. Helen's, London EC3A 6AP (the LLP);

4. THE BANK OF NEW YORK MELLON, LONDON BRANCH, whose registered office is at

One Canada Square, London E14 5AL (the Principal Paying Agent); and

5. BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED (registered number

02631386), whose registered office is at One Canada Square, London E14 5AL (the Security

Trustee and Bond Trustee).

WHEREAS:

(A) Pursuant to its €60 billion Covered Bond Programme (the Programme), the Issuer issued, amongst

others, on 17 March 2010, the €1,500,000,000 Series 2010-1 Fixed Rate Covered Bonds due 2015

with ISIN number XS0482808465 (the Series 2010-1 Covered Bonds).

(B) In accordance with the terms of the Intercompany Loan Agreement, the Sterling Equivalent of the

proceeds of the Series 2010-1 Covered Bonds were applied by the Issuer to make a corresponding

Term Advance to the LLP to enable it to purchase sufficient Loans in order to meet its obligations

under the LLP Deed in relation to the Series 2010-1 Covered Bonds.

(C) As of the date of this Deed, the Issuer holds €623,870,000 of the aggregate Principal Amount

Outstanding of the Series 2010-1 Covered Bonds and wishes to cancel €623,870,000 in aggregate

Principal Amount Outstanding of the Series 2010-1 Covered Bonds (the Proposed Cancelled Series

2010-1 Covered Bonds) in accordance with the terms of the Transaction Documents.

(D) As of the date of this Deed, Lloyds Bank plc as a Covered Bond Swap Provider, the Security Trustee

and the LLP have entered into a Covered Bond Swap in respect of the Series 2010-1 Covered Bonds

as evidenced by the terms of a confirmation dated 17 March 2010 (the Confirmation). Lloyds Bank

plc as a Covered Bond Swap Provider, the Security Trustee and the LLP have agreed to amend and

restate the Confirmation in the form set out in Annex 1 to this Deed.

NOW IT IS HEREBY AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

The master definitions and construction agreement made between, amongst others, the parties to this

Deed on 20 October 2008, as amended and restated on 11 January 2010, 8 November 2010, 20 April

2012 and 7 June 2013 (as the same may be amended, restated, supplemented, replaced and/or

novated from time to time) (the Master Definitions and Construction Agreement) is expressly and

0011002-0000993 ICM:19694465.4 2

specifically incorporated into this Deed and, accordingly, the expressions defined in the Master

Definitions and Construction Agreement shall, except where the context otherwise requires and save

where otherwise defined herein, have the same meanings in this Deed, including the recitals hereto

and this Deed shall be construed in accordance with the interpretation provisions set out in clause 2

(Interpretation and Construction) of the Master Definitions and Construction Agreement.

2. CANCELLATION OF THE PROPOSED CANCELLED SERIES 2010-1 COVERED BONDS

2.1 In accordance with Conditions 6.9 (Purchases) and 6.10 (Cancellation), the Issuer hereby exercises

its right to cancel the Proposed Cancelled Series 2010-1 Covered Bonds and hereby surrenders to the

Principal Paying Agent the Proposed Cancelled Series 2010-1 Covered Bonds for cancellation (the

Cancellation). The Issuer confirms that it is the beneficial owner of the Proposed Cancelled Series

2010-1 Covered Bonds. The Cancellation will become effective on the date this Deed is executed.

2.2 The Issuer shall instruct the Clearing Systems to cancel the Proposed Cancelled Series 2010-1

Covered Bonds, and shall take any other steps required to effect the Cancellation.

2.3 In accordance with Clause 2.1 above and the provisions of the Agency Agreement, the Principal

Paying Agent agrees to cancel the Proposed Cancelled Series 2010-1 Covered Bonds and take all

further action as required by the Agency Agreement in respect of the Cancellation or as otherwise

required.

2.4 For the avoidance of doubt, the Issuer shall not be required to pay any amounts in respect of accrued

interest in relation to the Proposed Cancelled Series 2010-1 Covered Bonds.

3. REPAYMENT OF THE INTERCOMPANY LOAN

3.1 Following the Cancellation and in accordance with Clause 7.3(e) (Discharge of the LLP's

obligations under this Agreement) of the Intercompany Loan Agreement, the Term Advance

corresponding to the Proposed Cancelled Series 2010-1 Covered Bonds being an amount equal to

£568,345,570, being the Sterling Equivalent of the portion of the outstanding principal amount of the

Term Advance funded by the Series 2010-1 Covered Bonds shall be discharged in consideration of

(a) the corresponding reduction in exposure of the LLP under the Covered Bond Guarantee and (b)

the increase in the Capital Contribution Balance of the Seller in the LLP in accordance with Clause

3.2 below.

3.2 The parties to this Deed hereby acknowledge that the effect of Clause 3.1 will result in an increase in

the Capital Contribution Balance of the Seller in the LLP.

4. AMENDMENT OF COVERED BOND SWAP AGREEMENT

4.1 Lloyds Bank plc as a Covered Bond Swap Provider, the Security Trustee and the LLP hereby agree

that, with effect from the date of this Deed, the Confirmation is hereby amended and restated in the

form set out in Annex 1 to this Deed (the Amended Series 2010-1 Covered Bond Swap

Confirmation).

4.2 Notwithstanding anything to the contrary in this Agreement, Lloyds Bank plc as a Covered Bond

Swap Provider and the LLP hereby agree that the purchase and Cancellation of the Proposed

Cancelled Series 2010-1 Covered Bonds has not and will not cause an Additional Termination

Event, as described at part 1(h)(v) (Purchase and Cancellation of the Covered Bonds) of the schedule

to the Covered Bond Swap Agreement entered into by them in relation to the Series 2010-1 Covered

Bonds, to occur.

0011002-0000993 ICM:19694465.4 3

5. NO DEFAULT

This Deed, being signed by the Issuer and a member of the LLP Management Board of the LLP,

constitutes a certificate that there is no Issuer Event of Default, LLP Event of Default, Potential

Issuer Event of Default or Potential LLP Event of Default outstanding at the date of this Deed or will

occur as a result of the terms of this Deed.

6. VARIATION AND WAIVER

No variation, waiver or novation of this Deed shall be effective unless it is in writing and executed

by (or by some person duly authorised by) each of the parties hereto. No single or partial exercise

of, or failure or delay in exercising, any right under this Deed shall constitute a wavier or preclude

any other or further exercise of that or any other right.

7. THIRD PARTY RIGHTS

A person who is not a party to this Deed may not enforce any of its terms under the Contracts

(Rights of Third Parties) Act 1999.

8. ENTIRE AGREEMENT

This Deed constitutes the entire agreement and understanding between the parties in relation to the

subject matter hereof and cancels and replaces any other agreement or understanding in relation

thereto.

9. COUNTERPARTS AND SEVERABILITY

9.1 This Deed may be executed in any number of counterparts (manually or by facsimile) and by

different parties hereto in separate counterparts, each of which when so executed shall be deemed to

be an original and all of which when taken together shall constitute one and the same instrument.

9.2 Where any provision in or obligation under this Deed shall be invalid, illegal or unenforceable in any

jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations under

this Deed, or of such provision or obligation in any other jurisdiction, shall not be affected or

impaired thereby.

10. GOVERNING LAW

10.1 This Deed and any non-contractual obligations arising out of or in connection with it shall be

governed by and construed in accordance with English law.

10.2 Each party to this Deed hereby irrevocably submits to the exclusive jurisdiction of the English courts

in any action or proceeding arising out of or relating to this Deed (including a dispute relating to any

non-contractual obligations arising out of or relating to this Deed), and hereby irrevocably agrees

that all claims in respect of such action or proceeding may be heard and determined by such courts.

Each party to this Deed hereby irrevocably waives, to the fullest extent it may possibly do so, any

defence or claim that the English courts are an inconvenient forum for the maintenance or hearing of

such action or proceeding.

SIGNATORIES

EXECUTED as a DEED by LLOYDS BANK PLC in its capacity as the Issuer acting by its attorney in the prese:.;..on_.....__

Witness:

Name: GrAP--Y STA•NE:S

Address: lo ~£.6\-f/IH scf!.f£-s t.of'J~N

) ) ) ) )

EXECUTED as a DEED by )

LLOYDS BANK COVERED BONDS (LM) ) UMITm ) in its capacity as Liquidation Member ) acting by two Directors being )

SFM Directors Limited:

SFM Directors (No. 2) Limited:

EXECUTED as a DEED by LLOYDS BANK COVERED BONDS LLP acting by its attorney in the presence of / ___

Witness: ~

Name: CA."'" .. /t~--1J, ¥]1.. Address: ;c ( 'Eft.4f1/J{ S'i'I"!:..E •-;-

EXECUTED as a DEED by LLOYDS BANK PLC in its capacity as a Covered Bond Swap Provider acting by its attorney in the --~,..,.......J:

0011002-0000993 ICM:19694465.4 4

)

) ) ) ) )

SIGNATORIES

EXECUTED as a DEED by LLOYDS BANK PLC in its capacity as the Issuer acting by its attorney in the presence of

Witness:

Name:

Address:

EXECUTED as a DEED by

LLOYDS BANK COVERED BONDS (LM) LIMITED in its capacity as Liquidation Member acting by two Directors being

SFM Directors Limited:

SFM Directors (No. 2) Limited:

) ) ) ) )

)

) ) ) ) )

EXECUTED as a DEED by ) LLOYDS BANK COVERED BONDS LLP ) acting by its attorney ) in the presence of )

Witness:

Name:

Address:

EXECUTED as a DEED by ) LLOYDSBANKPLC ) in its capacity as a Covered Bond Swap Provider ) acting by its attorney ) in the presence of )

Witness:

Name:

Address:

0011002-0000993 ICM:19694465.4 4

EXECUTED as a DEED by ) BNY MELLON CORPORATE SERVICES LIMITED

TRUSTEE )

as Bond Trustee and Security Trustee acting by two of its lawful Attorneys

Attorney:

Witness Name:

Signature:

Address: · The Bank of New York Mellon One Canada Square London E 14 SAL

EXECUTED as a DEED by THE BANK OF NEW YORK MELLON, LONDON BRANCH as Principal Paying Agent acting by its duly authorised signatory

Adrlre~~ .

0011002-0000993 ICM:19694465.4 5

) ) )

)

).@:x, ) )

Pau\.Townsend A~nthorised Signatory

0011002-0000993 ICM:19694465.4 6

ANNEX 1

AMENDMENTS TO THE SERIES 2010-1 COVERED BOND SWAP CONFIRMATION

EXECUTION VERSION

Covered Bond Swap

Series 2010-1

0011002-0000993 ICM:19722743.4 1

Covered Bond Swap Confirmation

From: Lloyds Bank plc (formerly Lloyds TSB Bank plc) (Party A)

10 Gresham Street

London EC2V 7AE

To: Lloyds Bank Covered Bonds LLP (formerly Lloyds TSB Covered Bonds LLP) (Party B)

35 Great St. Helen's

London EC3A 6AP

Attn: The Directors

Cc: BNY Mellon Corporate Trustee Services Limited (formerly BNY Corporate Trustee Services

Limited) (the Security Trustee)

One Canada Square

London E14 5AL

Attn: Trustee Administration Manager

17 June 2014

Re: Confirmation – Covered Bond Swap (re Series 2010-1)

Dear Sir or Madam,

The purpose of this letter (the "Confirmation") is to amend and restate, with effect from 17 June 2014, the

terms and conditions of the Swap Transaction entered into between Party A and Party B on the Trade Date

specified below and previously confirmed in a Confirmation dated 17 March 2010 (the "Original

Confirmation"). This amended and restated Confirmation shall be effective from the date hereof, without

prejudice to any payment made pursuant to the terms of the Original Confirmation prior hereto. This

Confirmation constitutes a "Confirmation" as referred to in, and supplements, forms part of, and is subject

to, the 1992 ISDA Master Agreement (Multicurrency – Cross Border) dated as of 17 March 2010 (identified

on page 1 thereof as the "Covered Bonds ISDA Master Agreement - Series 2010-1" ISDA Master

Agreement), as amended and supplemented from time to time, between Party A, Party B and the Security

Trustee (the "Agreement"). All provisions contained in the Agreement shall govern this Confirmation

except as expressly modified below.

The definitions and provisions contained in the 2006 ISDA Definitions (as published by the International

Swaps and Derivatives Association, Inc.) (the "Definitions") and the Master Definitions And Construction

Agreement dated 20 October 2008 (as amended and supplemented from time to time) (the "Master

Definitions") are incorporated into this Confirmation. In the event of any inconsistency between any of the

following, the first listed shall govern: (i) this Confirmation; (ii) the Master Definitions; and (iii) the

Definitions. For the purposes of the Definitions, references herein to a "Transaction" shall be deemed to be

references to a "Swap Transaction".

The terms of the particular Transaction to which this Confirmation relates are as follows:

Trade Date: 17 March 2010.

Effective Date: 17 March 2010.

Termination Date: The Final Maturity Date, subject to adjustment in

accordance with the Additional Provisions (as set out

0011002-0000993 ICM:19722743.4 2

below), and in any event the Termination Date shall not be

later than 17 March 2016 (the Extended Due for Payment

Date) subject to adjustment in accordance with the

applicable Business Day Convention.

Final Maturity Date: 17 March 2015, subject to adjustment in accordance with

the applicable Business Day Convention.

Covered Bonds: EUR 1,500,000,000 Series 2010-1 3.375% Covered Bonds

due 2015 issued on the Effective Date hereof.

Covered Bond Swap Rate: 0.911 (GBP 0.911: EUR 1).

Business Days: London and TARGET2.

Business Day Convention: (i) For any date falling in the period from, and

including the Effective Date to, and including, the

Final Maturity Date, Following; and

(ii) for any date falling in the period from, but

excluding, the Final Maturity Date to, and

including, the Termination Date, Modified

Following.

Party A Fixed Amounts:

Party A Fixed Currency

Amount:

In respect of each Party A Fixed Calculation Period ending

on or before 17 March 2014, EUR 1,500,000,000 and

thereafter, EUR 876,130,000.

Party A Fixed Payment Dates: 17 March of each year from, and including, 17 March

2011, to and including, the Final Maturity Date, subject to

adjustment in accordance with the applicable Business Day

Convention.

Party A Fixed Period End

Dates:

17 March of each year from and including 17 March 2011,

to and including, the Final Maturity Date, with No

Adjustment.

Party A Fixed Calculation

Period:

Has the meaning given to it in Section 4.13 of the

Definitions subject to the following amendments: (i) "(a)"

shall be deleted in the third line thereof and (ii) the words

"and (b) the final Calculation Period for the party will end

on, but exclude, the Termination Date" in the fourth line

thereof shall be deleted.

Fixed Rate: 3.375 per cent. per annum.

Fixed Rate Day Count Fraction: Actual/Actual (ICMA).

Party A Floating Amounts:

Party A Floating Currency

Amount:

In respect of each Party A Floating Calculation Period, the

Principal Amount Outstanding of the Covered Bonds on

the first day of such Party A Floating Calculation Period

0011002-0000993 ICM:19722743.4 3

(after taking into account any redemption of the Covered

Bonds on such day).

Party A Floating Payment

Dates:

Provided that no Redemption Notice (as defined below)

has been delivered confirming that the Covered Bonds are

redeemable in full on a Final Exchange Date on or before

the Extension Determination Date (as defined below), the

17th calendar day of each month from, but excluding, the

Final Maturity Date to, and including, the Termination

Date, subject to adjustment in accordance with the

applicable Business Day Convention.

Party A Floating Calculation

Periods:

Each period (if any) from, and including, each Party A

Floating Payment Date to, but excluding, the next Party A

Floating Payment Date, except that (a) the initial Party A

Floating Calculation Period will commence on, and

include, the Final Maturity Date and (b) the final Party A

Floating Calculation Period will end on, but exclude, the

Termination Date.

Party A Floating Rate Option: EUR-EURIBOR-Reuters.

Designated Maturity: 1 month.

Spread: 0.95 per cent. per annum.

Party A Floating Rate Day

Count Fraction:

Actual/360.

Reset Dates: The first day of each Party A Floating Calculation Period.

Party B Floating Amounts:

Party B Currency Amount: In respect of each Party B Calculation Period ending on or

before the Party B Payment Date in June 2014, GBP

1,366,500,000.

In respect of each Party B Calculation Period thereafter,

the Sterling equivalent of the Party A Fixed Currency

Amount (or the Party A Floating Currency Amount, as the

case may be) on the first day of such Party B Calculation

Period converted by reference to the Covered Bond Swap

Rate.

Party B Payment Dates: The 17th calendar day of each month from and including

17 April 2010, to, and including, the Termination Date, in

each case subject to adjustment in accordance with the

applicable Business Day Convention.

Party B Calculation Periods: Each period from, and including, each Party B Payment

Date to, but excluding the next Party B Payment Date

during the Term of the Transaction, except that (a) the

initial Party B Calculation Period will commence on, and

include, the Effective Date and end on, but exclude, 17

April 2010 and (b) the final Party B Calculation Period

0011002-0000993 ICM:19722743.4 4

shall end on, but exclude, the Termination Date.

Party B Floating Rate Option: GBP-LIBOR-BBA

Designated Maturity: 1 month.

Spread: 0.95 per cent per annum.

Party B Floating Rate Day

Count Fraction:

Actual/365 (Fixed).

Reset Dates: The first day of each Party B Calculation Period.

Initial Exchanges:

Initial Exchange Date: Effective Date

Party A Initial Exchange

Amount:

GBP 1,366,500,000.

Party B Initial Exchange

Amount:

EUR 1,500,000,000.

Final Exchanges:

Final Exchange Date: (i) The Final Maturity Date in respect of the Covered

Bonds, (ii) each Business Day during the period (if any)

commencing on, but excluding, the Final Maturity Date to,

and including the Extension Determination Date (if any and

as defined below), (iii) the 17th day of each month from,

but excluding, the Extension Determination Date (if any

and as defined below) to, but excluding, the Extended Due

for Payment Date (if any), subject to adjustment in

accordance with the Business Day Convention and (iv) the

Extended Due for Payment Date (if any), subject to

adjustment in accordance with the Business Day

Convention, provided that, if at any time a Redemption

Notice (as defined below) is given confirming that the

Covered Bonds then outstanding are redeemable in full on

a Final Exchange Date, that Final Exchange Date will be

the last Final Exchange Date.

Extension Determination Date means the date falling two

Business Days after the expiry of fourteen calendar days

from, and including, the Final Maturity Date.

Party A Final Exchange

Amounts:

In respect of each Final Exchange Date, the Euro

equivalent of the relevant Party B Final Exchange Amount

converted by reference to the Covered Bond Swap Rate.

Party B Final Exchange

Amounts:

In respect of each Final Exchange Date, the relevant

Redemption Notice Amount (as defined below), if any.

Additional Payment: Notwithstanding Section 2(a)(iii)(2) (but without prejudice

to Section 2(a)(iii)(1)) and Section 6(c) of the Agreement,

0011002-0000993 ICM:19722743.4 5

in the event that an Early Termination Date occurs in

respect of the Transaction evidenced by this Confirmation

as a result of an Additional Termination Event pursuant to

Part 1(h)(iv) or (v) of the Schedule to the Agreement, then

on that Early Termination Date:

(i) Party A will pay to Party B an amount in Euro equal to

the Principal Amount Outstanding of the Covered Bonds to

be redeemed in whole pursuant to Conditions 6.2

(Redemption for taxation reasons) or 6.5 (Redemption due

to illegality or invalidity); or to be purchased and

surrendered for cancellation in whole or in part pursuant to

Condition 6.9 (Purchases) of the Covered Bonds (the Party

A Early Redemption Amount); and

(ii) Party B will pay to Party A an amount in Sterling equal

to the Party A Early Redemption Amount, converted by

reference to the Covered Bond Swap Rate.

To the extent that, in respect of any payments described in

(i) and (ii) above, Party B makes only a partial payment (or

fails to make a full payment) of the amount due to Party A

under (ii) above, then Party A shall reduce its

corresponding payment to Party B under (i) above by the

same percentage reduction, and shall have no other

obligation to Party B in respect of such payment

notwithstanding Part 5(x) of the Schedule to the

Agreement. For the avoidance of doubt, an amount

calculated pursuant to Section 6(e) of the Agreement will

also be due between the parties as a result of such Early

Termination Date. For the purposes of Section 6(e) of the

Agreement, when obtaining quotations from Reference

Market-makers, such quotations shall be given on the basis

that the terms of this Transaction (or portion thereof) do not

include this Paragraph 3, but the quoting Reference Market-

makers will be asked to increase or decrease quotations by an

amount they determine to be the net value of the payments

described in (i) and (ii) above which are actually made by the

parties so that the amount payable under Section 6(e) by the

party to whom such net value is positive will be increased or

the amount payable to such party under Section 6(e) will be

decreased (or, for the avoidance of doubt, will be decreased

to such an extent that an amount will be payable by such

party under Section 6(e)).

0011002-0000993 ICM:19722743.4 6

Additional Provisions: Party B, or the Cash Manager acting on Party B’s behalf,

shall notify Party A of the amount of principal payments to

be made on the Covered Bonds on each Final Exchange

Date (for purposes of calculating payment of any Final

Exchange Amounts). Such notification may be made in

respect of a Final Exchange Date by receipt by Party A of

written confirmation from Party B, or the Cash Manager

acting on Party B’s behalf, of an irrevocable payment

instruction to a bank from Party B to make a payment to

Party A in an amount in Sterling corresponding to the

Principal Amounts Outstanding of the Covered Bonds to

be redeemed on such Final Exchange Date converted by

Party B by reference to the Covered Bond Swap Rate on or

prior to 5:00 p.m., London time, two Business Days prior

to such Final Exchange Date (a Redemption Notice, and

the Sterling amount specified in the written confirmation

delivered to Party A, the Redemption Notice Amount).

If Party A does not receive a Redemption Notice with

respect to any Final Exchange Date, then the parties will

not be required to pay any Final Exchange Amounts on

such Final Exchange Date. In addition, if Party A does not

receive a Redemption Notice confirming that the Covered

Bonds are redeemable in full on the Final Maturity Date

(and the Covered Bonds are not redeemed in full on or

prior to the Extension Determination Date): (i) the

Termination Date for this Transaction shall be deemed to

be the Final Exchange Date in respect of which a

Redemption Notice is given and, taking into account such

Redemption Notice and each other Redemption Notice, the

sum of all Redemption Notice Amounts equals GBP

798,154,430 (previously this amount being, as evidenced

by the Original Confirmation, an amount equal to the Party

A Initial Exchange Amount); (ii) for the avoidance of

doubt, Party A's obligation to pay Party A Fixed Amounts

shall cease from, but excluding, the Final Maturity Date

and Party A shall from, but excluding, such date be obliged

to pay the Party A Floating Amounts to Party B; (iii) for

the avoidance of doubt, Party B shall be obliged to continue

to pay the Party B Floating Amounts; and (iv) the final

Party A Floating Calculation Period and the final Party B

Calculation Period shall end on, but exclude, the

Termination Date. Without prejudice to the generality of

the above provisions, Party B, or the Cash Manager acting

on Party B's behalf, shall notify Party A at least two

Business Days prior to the Final Maturity Date whether or

not the Covered Bonds will be redeemed (in whole or in

part) on the Final Maturity Date and, if they will not be,

whether or not the Covered Bonds will be redeemed (in

whole or in part) on or prior to the Extension

Determination Date.

If on the Extended Due for Payment Date the sum of all

Redemption Notice Amounts specified in Redemption

Notices delivered to Party A on or prior to such date is less

0011002-0000993 ICM:19722743.4 7

than GBP 798,154,430 (previously this amount being, as

evidenced by the Original Confirmation, an amount equal

to the Party A Initial Exchange Amount) (such difference,

the Redemption Shortfall), then on the Extended Due for

Payment Date:

(i) Party B will pay to Party A an amount in Sterling

equal to the Redemption Shortfall; and

(ii) Party A will pay the EUR equivalent of the amount

paid by Party B in accordance with (i) above,

converted at the Covered Bond Swap Rate.

For purposes of calculating any amount due under Section

6(e) of the Agreement in respect of an Early Termination

Date that occurs during the period from, but excluding, the

Final Maturity Date to, and including, the Extension

Determination Date, the Termination Date shall be deemed

to be the Final Maturity Date, unless Party B or the Cash

Manager has determined as of that date that Party B has

insufficient funds to pay the Guaranteed Amounts in

respect of the Covered Bonds, in which case the

Termination Date shall be deemed to be the Extended Due

for Payment Date (subject as provided above).

Party B agrees as soon as reasonably practicable after a

Redemption Notice has been given to advise Party A by

telephone (or email if provided in the notice details below)

of the fact of such Redemption Notice; provided, however,

that the failure by Party B, or the Cash Manager acting on

Party B’s behalf, to do so shall not affect the validity of any

Redemption Notice under the Transaction evidenced by

this Confirmation.

Account Details:

Account for payments to Party A in GBP:

Bank:

Sort Code:

Account Number:

For onward credit

to:

Lloyds Bank Plc., Financial Markets, London

30-15-57

00001933

GBSMC CURR GBP 000 TSYLN

0011002-0000993 ICM:19722743.4 8

Account for payments to Party A in EUR:

To be provided by Party A.

Account for payments to Party B in GBP:

Bank:

Sort Code:

Account Number:

Account Name:

Attention:

Reference:

Lloyds Bank plc

30-00-02

0582803

Lloyds Bank Covered Bonds LLP Transaction account

Kerry Regan

Euro currency swap

Account for payments to Party B in EUR:

To be provided by Party B.

Contact Details

for notices

Party A Lloyds Bank plc

10 Gresham Street

London EC2V 7AE

Attention: David Marshall, Group Corporate Treasury

Facsimile: 020 7158 3277

With a copy to:

Lloyds Bank plc

10 Gresham Street

London EC2V 7AE

Attention: Director, Asset Backed Solutions – Retail Securitisation

Facsimile: +44 (0)20 7158 3247

and

Lloyds Bank plc

Barnett Way

Gloucester

GL4 3RL

Attention: Covered Bonds Manager

Facsimile: +44 (0)1452 373 762

Party B

Lloyds Bank Covered Bonds LLP

35 Great St. Helen's

London EC3A 6AP

Attention: The Directors

Facsimile: +44 (0)20 7398 6325

0011002-0000993 ICM:19722743.4 9

With a copy to: The Security Trustee

Address: BNY Mellon Corporate Trustee Services Limited

One Canada Square

London E14 5AL

Attention: Trustee Administration Manager

Facsimile: +44 (0)20 7964 4637

0011002-0000993 ICM:19722743.4 10

Confirmation

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this

Confirmation and returning it to us. We are delighted to have executed this Transaction with you and look

forward to working with you again.

Time of trading is available upon request.

Yours sincerely,

LLOYDS BANK PLC

By: _____________________________________

Name:

Title:

Date

Confirmed as of the date first written above:

Executed and delivered by

LLOYDS BANK COVERED BONDS LLP

By:______________________________________ Name:

Title:

Date:

By:______________________________________ Name:

Title:

Date:

Acknowledged by

BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED

SIGNED for and on behalf of

BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED

By:______________________________________ Name:

Title:

Date: