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In view of the number of different jurisdictions where tax laws may apply to a Holder and save as set out below, this Exchange Offer Memorandum does not discuss the tax consequences for Holders arising from the exchange of their Existing Securities in the Exchange Offer and the receipt of New Securities and any Accrued Interest Payment or Accrued Dividends Payment (as the case may be), nor as holders of the New Securities. Holders are urged to consult their own professional advisers regarding the possible tax consequences under the laws of the jurisdictions that apply to them. Holders are liable for their own taxes and have no recourse to the ECN Issuers, Lloyds Banking Group, the Dealer Managers or the Exchange Agent with respect to taxes arising in connection with the Exchange Offer.

UNITED KINGDOM

The comments below are of a general nature based on current United Kingdom law and HM Revenue & Customs practice and are not intended to be exhaustive. They do not necessarily apply where the income is deemed for tax purposes to be the income of any other person. They relate only to the position of persons who are the absolute beneficial owners of their New Securities and may not apply to certain classes of persons such as dealers or certain professional investors. Any holders of New Securities who are in doubt as to their own tax position, or who may be subject to tax in a jurisdiction other than the United Kingdom, should consult their professional advisers.

1 UK Withholding Tax on New Securities 1.1 New Shares

Lloyds Banking Group is not required to withhold at source any amount in respect of United Kingdom tax when paying a dividend on the New Shares.

1.2 ECNs

While the ECNs continue to be listed on a recognised stock exchange within the meaning of Section 1005 Income Tax Act 2007, payments of interest on the ECNs by the ECN Issuers may be made without withholding or deduction for or on account of income tax. The London Stock Exchange is a recognised stock exchange for these purposes. Securities will be treated as listed on the London Stock Exchange if they are included in the Official List by the United Kingdom Listing Authority and are admitted to trading on the London Stock Exchange.

In other cases, interest on the ECNs will generally be paid under deduction of income tax at the basic rate (currently 20 per cent.), unless another relief applies.

2 Deeply Discounted Securities

IMPORTANT: NOTICE TO HOLDERS WITHIN THE CHARGE TO INCOME TAX

The ECNs are being issued pursuant to the Exchange Offer. In some cases the consideration received by an ECN Issuer for the issue of ECNs of a particular series may be less than the amount due on their redemption. That could cause such ECNs (‘‘Affected ECNs’’) to be ‘‘deeply discounted securities’’ within the meaning of Chapter 8 of Part 4 of the Income Tax (Trading and Other Income) Act 2005. Any profit made by a person within the charge to income tax (including any individual or trustee resident for tax purposes in the United Kingdom) on a disposal of an Affected ECN (including transfer, redemption or conversion) could be taxed as income. For Holders who acquire their ECNs pursuant to the Exchange Offer, a taxable profit could arise where the amount or value received by the Holder on a disposal or redemption of an ECN exceeds the price paid to acquire the ECN, that is the market value (taken at the time of the Exchange) of the relevant Existing Security exchanged by that Holder for that ECN. Because of the comparison with the price paid to acquire the ECNs it is therefore possible for a charge to arise even if the proceeds of disposal (including redemption) are equal to or lower than the par value of the ECN issued.

3 Information Sharing

Persons in the United Kingdom (i) paying interest to or receiving interest on behalf of another person who is an individual or (ii) paying amounts due on redemption of the ECNs which constitute Deeply Discounted Securities, or receiving such amounts on behalf of another person who is an individual may be required to provide certain information to HM Revenue & Customs regarding the identity of the payee or person entitled to the interest and, in certain circumstances, such information may be exchanged with tax authorities in other countries.

4 EU Directive on the Taxation of Savings Income

The EU has adopted a Directive regarding the taxation of savings income. The Directive requires Member States to provide to the tax authorities of other Member States details of payments of interest and other similar income paid by a person to an individual or to certain other persons in another Member State, except that Austria, Belgium and Luxembourg may instead impose a withholding system for a transitional period (subject to a procedure whereby, on meeting certain conditions, the beneficial owner of the interest or other income may request that no tax be withheld) unless during such period they elect otherwise. The Belgian Council of Ministers has recently announced that measures will be enacted to allow Belgium to switch to the provision of an information system (rather than a withholding system) from 1 January 2010. A number of non-EU countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland).

Investors should note that the European Commission has announced proposals to amend the Directive. If implemented, the proposed amendments would, inter alia, extend the scope of the Directive to (i) payments made through certain intermediate structures (whether or not established in a Member State) for the ultimate benefit of an EU resident individual, and (ii) a wider range of income similar to interest.

5 Stamp Duty and Stamp Duty Reserve Tax 5.1 ECNs

According to HMRC practice, no United Kingdom Stamp Duty or Stamp Duty Reserve Tax (‘‘SDRT’’) is payable on the issue or transfer of an ECN or on its redemption.

5.2 New Shares

There should be no stamp duty or SDRT on issue and delivery of the New Shares save as set out below.

Subject to certain exceptions, any transfer on sale of New Shares will generally be liable to stamp duty at the rate of 0.5 per cent. (rounded up to the nearest multiple of £5) of the consideration paid. If the consideration paid for a transfer of shares is £1,000 or less and the instrument includes an appropriate certificate, the stamp duty payable will be reduced to nil. An unconditional agreement to transfer such shares will generally be liable to SDRT at the rate of 0.5 per cent. of the consideration paid, but such liability will be cancelled if the agreement is completed by a duly stamped transfer within six years of the agreement having become unconditional.

Transfers of shares within the CREST system for paperless share transfers are liable to SDRT (at a rate of 0.5 per cent. of the amount or value of the consideration payable) rather than stamp duty, and SDRT on relevant transactions settled within the system or reported through it for regulatory purposes will be collected by CREST.

Where New Shares are issued or transferred (i) to, or to a nominee or agent for, a person whose business is or includes the provision of clearance services (a ‘‘Clearance Service’’) or (ii) to, or to a nominee or agent for, a person whose business is or includes issuing depositary receipts (a ‘‘Depositary Receipts System’’) stamp duty or SDRT will generally be payable at the higher rate of 1.5 per cent. of the consideration payable or, in certain circumstances, the value of the New Shares (rounded up to the nearest £5 in the case of stamp duty). However, the ECJ has found in C-569/07 HSBC Holdings Plc, Vidacos Nominees Limited v The Commissioners of Her Majesty’s Revenue & Customs (the ‘‘HSBC Case’’) that the 1.5 per cent. charge is contrary to EU Community law where shares are issued to a Clearance Service, and HMRC has subsequently indicated that it will not levy the charge on shares issued to a Clearance Service within the EU. The reasoning in the HSBC

Case may apply where shares are issued to a Depositary Receipts System, although this is currently untested in the courts. Any liability for stamp duty or SDRT which does arise will strictly be accountable by the Clearance Service or Depositary Receipts System operator or their nominee, as the case may be, but will, in practice, be payable by the participants in the clearance service or depositary receipt scheme. Under current UK tax legislation, an unconditional agreement to transfer shares within a Depositary Receipts System, or within a Clearance Service which has not made an election under section 97A of the Finance Act 1986, will not be subject to SDRT. Following the HSBC Case, HMRC have announced that they will determine whether and how to amend the SDRT rules to ensure movements of shares into and within a Clearance Service bear their fair share of tax, whilst ensuring the rules are compatible with EU Community law. The law in this area may therefore be particularly susceptible to change.

No stamp duty or SDRT will arise on the issue or transfer of New Shares into the CREST system provided (i) the shares are not issued or transferred into the CREST account of, or of a nominee for, a Depositary Receipts System or the CREST account of, or of a nominee for, a Clearance Service which has not made an election under section 97A of the Finance Act 1986, and (ii) in the case of SDRT, the transfer is not for money or money’s worth (although see above for the discussion on the impact of the HSBC Case in relation to issues of shares into a Clearance Service or a Depositary Receipts System, HMRC’s response and potential legislative change).

5.3 ECN Conversion Shares

There will be no stamp duty or SDRT on the issue and delivery of Ordinary Shares following the occurrence of a Conversion Trigger provided (i) the shares are not issued or transferred into the CREST account of, or of a nominee for, a Depositary Receipts System or the CREST account of, or of a nominee for, a Clearance Service which has not made an election under section 97A of the Finance Act 1986, and (ii) in the case of SDRT, the transfer is not for money or money’s worth (subject to the discussion above regarding the impact of the HSBC Case, HMRC’s response and potential legislative change).

The stamp duty and SDRT implications of a transfer of Ordinary Shares issued pursuant to a conversion of the ECNs will be as described above in relation to the New Shares.

The statements in this Part XIX (‘‘Taxation Considerations’’) are intended as a general guide to the current United Kingdom stamp duty and SDRT position. Certain categories of person are not liable to stamp duty or SDRT and others may be liable at a higher rate or may, although not primarily liable for tax, be required to notify and account for SDRT under the Stamp Duty Reserve Tax Regulations 1986.

PART XX