| Agreement with Respect to the Exercise of U.K. Bail-in Power |
Notwithstanding any other agreements,
arrangements, or understandings between us and any holder or beneficial owner of the Senior Notes, by purchasing or acquiring the Senior
Notes, each holder (including each beneficial owner) of the Senior Notes acknowledges, accepts, agrees to be bound by and consents
to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority that may result in (i) the reduction
or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion,
of the principal amount of, or interest on, the Senior Notes into shares or other securities or other obligations of Lloyds Banking Group
plc or another person (and the issue to or conferral on the holder of such shares, securities or obligations, including by means of amendment,
modification or variation of the terms of the Senior Notes); and/or (iii) the amendment or alteration of the maturity of the Senior Notes,
or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending
payment for a temporary period; any U.K. bail-in power may be exercised by means of variation of the terms of the Senior Notes solely
to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. With respect to (i), (ii) and (iii)
above, references to principal and interest shall include payments of principal and interest that have become due and payable (including
principal that has become due and payable at the maturity date), but which have not been paid, prior to the exercise of any U.K. bail-in
power. Each holder and each beneficial owner of the Senior Notes further acknowledges and agrees that the rights of the holders and/or
beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any
U.K. bail-in power by the relevant U.K. resolution authority.
For these purposes, a “U.K.
bail-in power” is any write-down, conversion, transfer, modification, moratorium and/or suspension power existing from time to time
under any laws, regulations, rules or requirements relating to the resolution of financial holding companies, mixed financial holding
companies, banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and
applicable in the United Kingdom to Lloyds Banking Group plc or other members of the Group, including but not limited to any such laws,
regulations, rules or requirements which are implemented, adopted or enacted in the United Kingdom within the context of the U.K.
resolution regime under the Banking Act 2009 as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial
Services (Banking Reform) Act 2013, secondary legislation or otherwise) (the “Banking Act”) and/or the Loss Absorption Regulations,
pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be
reduced, canceled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person
(or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been
exercised. A reference to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K.
bail-in power.
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