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10 YEAR USD CALLABLE DUAL RANGE ACCRUAL NOTE

Traded Termsheet as of 3rd October 2005

Description: 10 year USD denominated Callable Daily Range Accrual Notes (the
“Notes”) with Interest linked to the USD 3 month LIBOR and the spread
between the USD 30y Swap Rate and USD 2y Swap Rate. The Notes are
callable by the Issuer after 3 months and quarterly thereafter.
Issuer: Lloyds TSB Bank Plc.
Issuer’s Ratings: Aaa / AA
Status: Senior Unsubordinated
Aggregate Nominal Amount: USD [5,000,000]
Specified Denomination: USD 10,000 per Note, minimum trading size USD 100,000
Issue Price: 100.00%
Launch Date: 03 October 2005
Subscription End: 25 October 2005
Issue Date: 02 November 2005
Maturity Date: 02 November 2015
Interest Rate: Year 1-10: Coupon * (n/N)

Period Range 1 Range 2 Coupon

Year 1 – 10 0 – 7.00% 0.00% 3m USD LIBOR + 4.00%

n = the number of calendar days in the relevant Interest Period on which

Index 1 is within Range 1 (inclusive) AND on which Index 2 is greater than or
equal to Range 2
N = total number of calendar days in the relevant Interest Period

For the coupon rate the 3 month USD LIBOR rate will be set 2 London
business days prior to the start of the interest period.

If a particular calendar day in an Interest Period is not a Business Day, then

the relevant Index determined by the Calculation Agent for the immediately
preceding Business Day shall be applied to such calendar day. In respect of
each calendar day from and including the 5th Business Day prior to an
Interest Payment Date, the relevant Index determined by the Calculation
Agent for such 5th Business Day prior to that Interest Payment Date shall be
applied to each such calendar day.

Bonds are trading flat out of any accrueds!

Interest Amount: Interest Rate x Day Count Fraction x Specified Denomination

Day Count Fraction: 30/360
Business Day Convention: Modified Following Adjusted
Interest Period: The initial Interest Period will be the period from and including the Issue
Date to but excluding the first Interest Payment Date. Each subsequent
Interest Period will be the period between two successive Interest Payment
Dates, from and including one Interest Payment Date to but excluding the
immediately following Interest Payment Date

Index 1: USD 3m LIBOR, as determined by the Calculation Agent in accordance with

Index 1 Fixing by referring to Rate Source (index 1).
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Index 2: USD 30y Swap Rate – USD 2y Swap Rate, as determined by the Calculation
Agent in accordance with Index 2 Fixing by referring to Rate Source (index
2).
Index 1 Fixing: In respect of each Business Day, at 11am London time
Index 2 Fixing: In respect of each Business Day, at 11am New York time

Rate Source (Index 1): Telerate Page 3750. If such rate or page is not available, the rate will be
determined by the Calculation Agent in good faith acting in its sole and
absolute discretion.

Rate Source (Index 2):

Rate Rate Source
The 2 Year Semi annual 30/360 par rate swaps on
USD 2y Swap Rate
Reuters Page ISDAFIX1 under the “11:00 a.m. Fix” column
The 30 Year Semi annual 30/360 par rate swaps on
USD 30y Swap Rate
Reuters Page ISDAFIX1 under the “11:00 a.m. Fix” column
If such rate or page is not available, the rate will be determined by the
Calculation Agent in good faith acting in its sole and absolute discretion.
Calculation Agent: UBS AG, London Branch
Interest Payment Dates: 2 November, 2 February, 2 May and 2 August of each year commencing on
and including [2] February 2006, each as adjusted in accordance with the
Business Day Convention.

Redemption Amount: 100%

Early Redemption Option (Call): The Issuer may redeem the Notes at the Optional Redemption Amount, in
whole but not in part, on any Interest Payment Date commencing on or
after the Interest Payment Date falling in 2 February 2006, upon giving
written notice at least five (5) Business Days prior to the relevant Interest
Payment Date to the Programme’s Issuing and Paying Agent. Note holders
will be entitled to any Interest Payments due on the Early Redemption Date.
Early Redemption Date: If the Notes are called, the Interest Payment Date in respect of which the
Early Redemption Option is exercised.
Optional Redemption Amount: 100%
Listing: No Listing
Business Days: New York and London
Settlement: Euroclear / Clearstream Banking
Documentation: Issued off the Issuer's Euro Medium Term Note Programme. Purchase of the
Notes is subject to and should be read in conjunction with the terms and
conditions of the Notes, the Information Memorandum for the Programme
and the Final Terms relating to this issue of Notes.
Market Making: It is the current practice (but not the legal obligation) of UBS to quote on
request a live price, which it might pay/charge for early termination of any
note of this type, which it arranges. A live unwind price may be affected
by then current market conditions, liquidity and market standard
denomination. UBS is under no obligation to hold a price quoted for any
length of time unless this is agreed at the time of giving the quote.

Global Contacts: FI Structured Products - Private Banks

Switzerland : +41 44 239 7830
Asia : +65 6431 8320
London : +44 20 756 77562
USA : +1 203 719 7393

Valoren: 2297232
ISIN: XS0231918060
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Product Risk Disclosure: Investors must be aware that if, on any Business Day if Index 1 is not within
Range 1 (inclusive) or Index 2 is less than Range 2, there will be no accrued
interest for that particular Business Day and any immediately following non-
Business Days.

Selling Restrictions: Any Notes purchased by any person for resale may not be offered
in any jurisdiction in circumstances which would result in the Issuer
being obliged to register any further prospectus or corresponding
document relating to the Notes in such jurisdiction.

Noteholders are advised to read the selling restrictions described

more fully in the Offering Memorandum regarding the Issuer’s Euro
Medium Term Note Programme. The restrictions listed below must
not be taken as definitive guidance as to whether this note can be
sold in a jurisdiction. Noteholders should seek specific advice
before onselling a Note.

Europe - For EEA jurisdictions that have not implemented the EU

Prospectus Directive, sales must be in compliance with the law of that
jurisdiction.

USA - The Notes may not be sold or offered within the United States or to
U.S. persons.

Hong Kong – The contents of this document have not been reviewed by
any regulatory authority in Hong Kong. Investors are advised to exercise
caution in relation to the offer. If an investor is in any doubt about any of
the contents of this document, the investor should obtain independent
professional advice.
The Notes have not been offered and sold, and each purchaser represents
and agrees that it will not offer and sell the Notes in Hong Kong, by
means of any document, other than to persons whose ordinary business is
to buy and sell shares or debentures, whether as principal or agent, or in
circumstances which do not constitute an offer to the public within the
meaning of the Companies Ordinance (Cap. 32) of Hong Kong or to
“professional investors” within the meaning of the Securities and Futures
Ordinance (Cap. 571) of Hong Kong and any rules made under that
Ordinance, or in other circumstances which do not result in the document
being a “prospectus” within the meaning of the Companies Ordinance. In
relation to the issue of the Notes, each purchaser represents and agrees
that it has not issued and will not issue any advertisement, invitation or
document relating to the Notes, whether in Hong Kong or elsewhere,
which is directed at, or the contents of which are likely to be accessed or
read by, the public in Hong Kong (except if permitted to do so under the
securities laws of Hong Kong) other than with respect to Notes which are
or are intended to be disposed of only to persons outside Hong Kong or
only to “professional investors” within the meaning of the Securities and
Futures Ordinance and any rules made thereunder.

Singapore - This Term Sheet and the Final Ternms and Base Prospectus
relating to the Notes have not been registered as a prospectus with the
Monetary Authority of Singapore (the “MAS”) under the Securities and
Futures Act (Cap. 289) of Singapore (the “Securities and Futures Act”).
Accordingly, the Notes may not be offered or sold or made the subject of
an invitation for subscription or purchase nor may this Terms Sheet, the
Final Ternms and Base Prospectus or any other document or material in
connection with the offer or sale, or invitation for subscription or purchase
of such Notes be circulated or distributed, whether directly or indirectly, to
the public or any member of the public in Singapore other than (1) to an
institutional investor or other person falling within Section 274 of the
Securities and Futures Act, (2) to a sophisticated investor (as defined in
Section 275 of the Securities and Futures Act) and in accordance with the
conditions specified in Section 275 of the Securities and Futures Act or (3)
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otherwise than pursuant to, and in accordance with the conditions of, any
other applicable provision of the Securities and Futures Act."

Others - As detailed in the Base Prospectus for the Programme

This information is communicated by UBS AG and/or its affiliates ("UBS"). * (see below) UBS may from time to time, as
principal or agent, have positions in, or may buy or sell, or make a market in any securities, currencies, financial
instruments or other assets underlying the transaction to which the termsheet relates. UBS may provide investment banking
and other services to and/or have officers who serve as directors of the companies referred to in this term sheet. UBS's
trading and/or hedging activities related to this transaction may have an impact on the price of the underlying asset and may
affect the likelihood that any relevant barrier is crossed. UBS has policies and procedures designed to minimise the risk that
officers and employees are influenced by any conflicting interest or duty and that confidential information is improperly
disclosed or made available.

In certain circumstances UBS sells these notes to dealers and other financial institutions at a discount to the issue price or
rebates to them for their own account some proportion of the issue price. Further information is available on request.

Structured transactions are complex and may involve a high risk of loss. Prior to entering into a transaction you should
consult with your own legal, regulatory, tax, financial and accounting advisors to the extent you consider it necessary, and
make your own investment, hedging and trading decisions (including decisions regarding the suitability of this transaction)
based upon your own judgement and advice from those advisers you consider necessary. Save as otherwise expressly
agreed in writing, UBS is not acting as your financial adviser or fiduciary in any transaction.

This document is for information purposes only and should not be construed as an offer, recommendation or solicitation to
conclude a transaction and should not be treated as giving investment advice. The terms of any investment will be
exclusively subject to the detailed provisions, including risk considerations, contained in the Information Memorandum,
Prospectus or other issuer documentation for the issue of the Notes (the "Prospectus").

UBS makes no representation or warranty relating to any information herein which is derived from independent sources.
This term sheet shall not be copied or reproduced without UBS's prior written permission.

No action has been or will be taken in any jurisdiction that would permit a public offering of the securities described herein,
save where explicitly stated in the Prospectus. The securities must be sold in accordance with all applicable selling
restrictions in the jurisdictions in which they are sold.

* [For US only] This material is distributed to US persons by UBS Securities LLC, a subsidiary of UBS AG. All transactions
by a US person in the securities described herein must be effected through UBS Securities LLC.

© 2005 UBS AG. All rights reserved.