TIDM94YB

RNS Number : 7704Q

Credit Agricole Corp & Inv Bank

21 February 2019

21 February 2019

NOTICE TO HOLDERS OF SECURITIES

USD 20,000,000 Callable Rate Linked Interest Credit Linked Notes on Goldman Sachs Group Inc. due June 2027

under the EUR50,000,000,000

Structured Debt Instruments Issuance Programme

by

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK (the "Issuer")

Series 3996 - ISIN Code: XS1490309991

(respectively, the "Programme" and the "Securities")

Reference is made to:

(1) the base prospectus relating to the Programme dated 10 May 2017 as supplemented from time to time (the "Base Prospectus");

(2) the final terms in respect of the Securities dated 5 June 2017 (the "Original Final Terms" and, together with the Base Prospectus, the "Securities Documentation").

Notice is hereby given to the holders of all outstanding Securities that, at the request of 100 per cent. of the holders of all outstanding Securities, the Original Final Terms has been replaced in its entirety with the amended and restated Final Terms, a draft form of which is attached in the Appendix to this Notice (showing marked-up changes against the Original Final Terms) (the "Amended and Restated Final Terms").

Capitalised terms used in this Notice and not defined have the meanings given to them in the Base Prospectus and the Amended and Restated Final Terms. Copies of the Securities Documentation and the Amended and Restated Final Terms are available at the offices of the Principal Paying Agent, CACEIS Bank Luxembourg, 5 Allée Scheffer, L-2520, Luxembourg.

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

5 June 2017

FINAL TERMS

As amended and restated on 20 February 2019

Issue of USD 20,000,000 Callable Rate Linked Interest Credit Linked Notes on Lloyds Banking Group PLC due December 2028

under the EUR50,000,000,000

Structured Debt Instruments Issuance Programme

(the Programme)

by

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

PART A - CONTRACTUAL TERMS

This document constitutes the Final Terms of the Securities described herein for the purposes of Article 5.4 of the Directive 2003/71/EC (and amendments thereto, including the Directive 2010/73/EU, to the extent implemented in the Relevant Member State), including any relevant implementing measure in the Relevant Member State (the Prospectus Directive) and must be read in conjunction with the Base Prospectus dated 10 May 2017 and any supplement thereto which together constitute a base prospectus for the purposes of the Prospectus Directive. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing on the Luxembourg Stock Exchange website (www.bourse.lu) and during normal business hours at the registered office of Crédit Agricole CIB (www.ca-cib.com) and the specified office of the Principal Paying Agent.

 
               1   (a) Series Number:                                           3996 
                   (b) Type of Securities:                                      Notes 
                   (c) Tranche Number:                                          1 
                   (d) Date on which the Securities become fungible:            Not Applicable 
               2   Specified Currency:                                          United States Dollar (USD) 
               3   Aggregate Nominal Amount: 
                   (a) Series:                                                  USD 20,000,000 
                   (b) Tranche:                                                 USD 20,000,000 
               4   Issue Price:                                                 100 per cent. of the Aggregate Nominal Amount 
               5         (a) Specified Denominations:                           USD 1,000,000 
                   (b) Minimum Trading Size:                                    Not Applicable 
                         (c) Calculation Amount:                                USD 1,000,000 
               6         (a) Issue Date:                                        5 June 2017 
                         (b) Trade Date(s):                                     22 May 2017 
                                                     (c) Interest               Issue Date 
                                                     Commencement Date: 
               7   Redemption Date:                                             30 December 2028 (the Scheduled Redemption Date), subject 
                                                                                to Annex 2 (Credit Linked Conditions) 
                                                                                and paragraph 21 of these Final Terms and to any early 
                                                                                redemption date 
               8   Type of Securities: 
                   (a) Interest:                                                Fixed Rate Security 
                                                                                 Linked Interest Security: Rate Linked Interest Security 
                                                                                (Further particulars specified below in "PROVISIONS 
                                                                                RELATING TO INTEREST (IF ANY) PAYABLE") 
                   (b) Redemption:                                              Relevant Redemption Method(s): 
                                                                                For the purpose of determining the Early Redemption 
                                                                                Amount: 
                                                                                Standard Redemption 
                                                                                For the purpose of determining the Final Redemption 
                                                                                Amount: 
                                                                                Standard Redemption 
                                                                                Credit Linked Security 
                                                                                (Further particulars specified below in "PROVISIONS 
                                                                                RELATING TO REDEMPTION") 
                   (c) Other:                                                   Not Applicable 
               9   Date Board approval for issuance of Securities and           Deed of Guarantee executed by the Guarantor on 10 
                   Guarantee obtained:                                          February 2017 
              10   Method of distribution:                                      Non-syndicated 
              11   Asset Conditions:                                            Applicable in accordance with Annex 1 
                   - Commodity Linked Asset Conditions:                         Not Applicable 
                   - Index Linked Asset Conditions:                             Not Applicable 
                   - FX Linked Asset Conditions:                                Not Applicable 
                   - Inflation Linked Asset Conditions:                         Not Applicable 
                   - Rate Linked Asset Conditions:                              Applicable 
                   - ETF Linked Asset Conditions:                               Not Applicable 
                   - Share Linked Asset Conditions                              Not Applicable 
                   - Multi-Asset Basket Linked Asset Conditions:                Not Applicable 
              12   Alternative Currency Conditions:                             Not Applicable 
 PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 
              13   Fixed Rate Security:                                                       Applicable subject to Annex 2 (Credit 
                                                                                              Linked Conditions) and paragraph 21 of 
                                                                                              these Final Terms 
                         (a) Applicable to:                                   The following Interest Accrual Periods: The Interest 
                                                                              Accrual Period from and including 19 
                                                                              February 2019 up to but excluding 27 February 2019 
                         (b) Rate(s) of Interest:                             0.50 per cent. 
                         (c) Interest Payment Date(s):                        27 February 2019 
                         (d) Interest Period Dates:                           19 February 2019 and 27 February 2019 
                         (e) Fixed Coupon Amount(s):                          Not Applicable 
                         (f) Broken Amount(s):                                Not Applicable 
                         (g) Day Count Fraction:                              1/1 
                         (h) Interest Accrual Periods:                        Interest Accrual Periods will be unadjusted 
                         (i) Business Day Convention for the purposes of      Not Applicable 
                         adjustment of "Interest Accrual Periods" in 
                         accordance with sub-paragraph (h) above: 
                         (j) Additional Business Centre(s):                   Not Applicable 
                         (k) Determination Date(s):                           Not Applicable 
              14   Floating Rate Security:                                                    Not Applicable 
              15   Linked Interest Security:                                                  Applicable subject to Annex 2 (Credit 
                                                                                              Linked Conditions) and paragraph 21 of 
                                                                                              these Final Terms 
                         (a) Applicable to:                                                   All Interest Accrual Periods 
                         (b) Interest Payment Date(s):                                        Quarterly on 30 March, 30 June, 30 
                                                                                              September and 30 December in each year from 
                                                                                              and including 
                                                                                              30 June 2017 to and including the 
                                                                                              Redemption Date 
                                                                                              There will be a short first Interest 
                                                                                              Accrual Period from and including the 
                                                                                              Interest Commencement 
                                                                                              Date to but excluding 30 June 2017 
                         (c) Interest Period Dates:                                           Quarterly on 30 March, 30 June, 30 
                                                                                              September and 30 December in each year from 
                                                                                              and including 
                                                                                              30 June 2017 to and including the Scheduled 
                                                                                              Redemption Date 
                         (d) Interest Determination Date(s):                                  With respect to the Interest Accrual 
                                                                                              Periods from and including the Interest 
                                                                                              Commencement 
                                                                                              Date to but excluding 30 December 2018: Two 
                                                                                              (2) U.S. Government Securities Business 
                                                                                              Days immediately 
                                                                                              preceding the relevant Interest Payment 
                                                                                              Date 
                                                                                              With respect to the Interest Accrual 
                                                                                              Periods from and including 30 December 2018 
                                                                                              up to but 
                                                                                              excluding the Redemption Date: Two (2) U.S. 
                                                                                              Government Securities and London Business 
                                                                                              Days 
                                                                                              immediately preceding the relevant Interest 
                                                                                              Payment Date 
                         (e) Business Day Convention for the purposes of adjustment of        Not Applicable 
                         "Interest Accrual Periods" in 
                         accordance sub-paragraph (h) below): 
                         (f) Additional Business Centres:                                     Not Applicable 
                         (g) Day Count Fraction:                                              30/360 
                         (h) Interest Accrual Periods:                                        Interest Accrual Periods will be unadjusted 
                         (i) Determination Date(s):                                           Not Applicable 
                   (j) Calculation Agent responsible for calculating the Linked Interest      Crédit Agricole Corporate and 
                   Rate and the Interest                                                      Investment Bank 
                   Amount: 
       15A         Commodity Linked Interest Security:                                        Not Applicable 
        15B          Index Linked Interest Security:                        Not Applicable 
        15C          FX Linked Interest Security:                           Not Applicable 
        15D          Inflation Linked Interest Security:                    Not Applicable 
        15E          Rate Linked Interest Security:                         Applicable in accordance with Annex 1, Chapter 5 
                           (a) Single Underlying:                           Not Applicable 
                           (b) Basket:                                      Applicable 
                                                                            i 
                             *    Basket: 
                                                                            Standard Interest Payoff : Standard Range Accrual Interest 
                             *    Applicable for the purposes of:            (see also paragraph 15J(f) of these Final Terms) 
 For the purposes of the Global Underlying: 
                                                                        ISDA Determination 
------------------  ------------------------------------------------- 
 Benchmark Rate      Floating Rate Option                               Designated                          Reset Date 
                                                                         Maturity 
                    -------------------------------------------------  ----------------------------------  -------------------------- 
 3 months            USD-LIBOR-ICE                                      Three (3)                           The first day of 
 USD-LIBOR-ICE        (formerly known as USD-LIBOR-BBA)                  months                              the Interest Accrual 
                                                                                                             Period 
                    -------------------------------------------------  ----------------------------------  -------------------------- 
 
       For the purposes of the Underlying(i) and Underlying(ix) 
        and Underlying(iy) : 
                                                                        Screen Rate Determination 
----------------  ----------------------  --------------------------- 
 Underlying:       Benchmark               Determination                Relevant Screen       Relevant      Relevant      Reference 
                    Rate(s):                of Benchmark                Page:                  Screen        Interbank     Banks: 
                                            Rate Level                                         Page Time:    Market: 
                  ----------------------  ---------------------------  --------------------  ------------  ------------  ------------ 
        1               USD-CMS 30                Screen Rate                                 11.00 a.m.,    New York         Not 
                           years                  Determination                                 New York        City      Applicable 
                                                                                               City time 
                  ----------------------  ---------------------------                        ------------  ------------  ------------ 
        2                USD-CMS 2                                        Reuters Screen 
                           years                                          page: ICESWAP1 
                  ----------------------  ---------------------------  --------------------  ------------  ------------  ------------ 
        3              USD-LIBOR-ICE                                      Reuters screen      11.00 a.m.,     London          Not 
                         3 months                                          page: LIBOR01         London                   Applicable 
                         (formerly                                                                time 
                         known as 
                       USD-LIBOR-BBA 
                         3 months) 
                  ----------------------  ---------------------------  --------------------  ------------  ------------  ------------ 
 
 
 
                                   (c) Additional Disruption Event:                                          Applicable in accordance with Rate Linked Asset 
                                                                                                             Condition 2 
                                   (d) Specified Currency:                                                   USD 
                                   (e) Observation Date(s):                                                  Each Range Accrual Day as defined in paragraph 
                                                                                                             15J(n) of this Pricing Supplement 
       15F                    ETF Linked Interest Security:                                                  Not Applicable 
       15G                                  Share Linked Interest Security:                                                              Not Applicable 
       15H                                  Multi-Asset Basket Linked Interest Security:                                                 Not Applicable 
       15I                                  Combination Interest Payoff Provisions:                                                      Not Applicable 
       15J                                  Standard Interest Payoff Provisions:                                                         Not Applicable 
                                                  (a) Standard Fixed Interest:                                                           Not Applicable 
                                                  (b) Standard Floating Interest:                                                        Not Applicable 
                                                  (c) Standard Floater Interest:                                                         Not Applicable 
                                                  (d) Standard Inverse Floater Interest:                                                 Not Applicable 
                                                 (e) Standard Participation Interest:                        Not Applicable 
                                           (f) Standard Range Accrual Interest:                                             Applicable in accordance with Annex 5, Part A, Chapter 6 
                                                                                                                  The Linked Interest Rate will be calculated by the Calculation Agent on the 
                                                                                                                                               relevant Interest 
                                                                                                                            Determination Date in accordance with the formula below. 
                                                                                                                  The Accrual Factor is calculated as the number of Range Accrual Days during 
                                                                                                                                             the relevant Interest 
                                                                                                                       Observation Period on which each Underlying Value(i) is within the 
                                                                                                                                           Underlying Value(i) Range 
                                                                                                                   divided by the total number of Range Accrual Days in the relevant Interest 
                                                                                                                                               Observation Period 
                                                                                                                  Accrual Factor OUT x Min(Cap,Max(Floor,(Leverage x Global Underlying Value + 
                                                                                                                                                  Margin(1) ) 
                                                                                                                                         and expressed as a percentage 
                                                                                          The following Interest Accrual Periods: The 
                                  *    Applicable Interest Accrual Period:                Interest Accrual Period from and including the 
                                                                                          Interest Commencement Date up to but excluding 30 
                                                                                          December 2018 
                                                                                          Not Applicable 
                                  *    Applicable for the purposes of the Combination 
                                       Interest Payoff: 
                                                                                          Not Applicable 
                                  *    Relevant Combination Interest Payoff: 
                                                                                          Not Applicable 
                                  *    Applicable for the purposes of a Payoff Feature: 
                                                                                          7.00% per annum 
                                  *    Cap: 
                                                                                          0.00% per annum 
                                  *    Floor: 
                                                                                          Each date falling two (2) U.S. Government 
                                  *    Interest Observation Date(s):                      Securities Business Days immediately preceding 
                                                                                          the 
                                                                                          relevant Interest Payment Date 
                                                                                          Period from and including each date falling two 
                                  *    Interest Observation Period(s):                    (2) U.S. Government Securities Business Days 
                                                                                          immediately preceding the relevant Interest 
                                                                                          Payment Date to and including the date falling 
                                                                                          two (2) U.S. Government Securities Business Days 
                                                                                          immediately preceding the following Interest 
                                                                                          Payment Date 
                                                                                          Not Applicable 
                                  *    Interest Observation Period Cut-Off Date: 
 
                                  *    Leverage:                                          1.00 
 
                                  *    Margin(1) :                                        2.35% 
                                                                                          Not Applicable 
                                  *    Margin(2) : 
                                                                                          Each calendar day falling within the relevant 
                                  *    Range Accrual Day(s):                              Interest Observation Period. 
                                                                                          In respect of any Underlying(i) , for any 
                                                                                          calendar day of the relevant Interest Observation 
                                                                                          Period which is not an U.S. Government Securities 
                                                                                          Business Day, the Underlying Value(i) shall 
                                                                                          be deemed to be the value ascribed to that 
                                                                                          Underlying(i) on the immediately preceding U.S. 
                                                                                          Government Securities Business Day. 
                                                                                          Not Applicable 
                                  *    Accrual Factor IN: 
                                                                                          Applicable 
                                  *    Accrual Factor OUT: 
                                                                                          Not Applicable 
                                  *    a: 
                                                                                          Not Applicable 
                                  *    b: 
                                                                                          Benchmark Rate: 3 months USD-LIBOR-ICE 
                                  *    Global Underlying:                                 (with further information set out in paragraph 
                                                                                          15E of these Final Terms) 
                                                                                          Not Applicable 
                                  *    Relevant Observation: 
   i    Underlying(i)     Lower Limit(i) :                                                Upper      Underlying 
         and                                                                              Limit(i)   Value(i) 
         Underlying(ix)                                                                   :          Range: 
         and 
         Underlying(iy) 
   1    Combination of                           0.00 per cent.                           Infinity   Range(1) 
         Underlying(ix)                                                                              Range(1) 
              and                                                                                    means 
         Underlying(iy)                                                                              that on 
               :                                                                                     the 
          Substraction                                                                               relevant 
         Underlying(ix)                                                                              Range 
           : USD-CMS                                                                                 Accrual 
            30 years                                                                                 Day each 
         Underlying(iy)                                                                              Underlying 
          : USD-CMS 2                                                                                Value(i) 
             years                                                                                   is greater 
         (with further                                                                               than or 
          information                                                                                equal 
           set out in                                                                                to the 
           paragraph                                                                                 Lower 
          15E of these                                                                               Limit(i) 
          Final Terms)                                                                               and 
                                                                                                     lower than 
                                                                                                     or 
                                                                                                     equal to 
                                                                                                     the 
                                                                                                     Upper 
                                                                                                     Limit(i) 
       ----------------  --------------------------------------------------------------  ---------  ----------- 
                                                                                                             The following Interest Accrual Periods: The Interest Accrual Period from and 
                                                   *    Applicable Interest Accrual Period:                  including 30 
                                                                                                             December 2018 up to but excluding the Redemption Date 
                                                                                                             Not Applicable 
                                                   *    Applicable for the purposes of the Combination 
                                                        Interest Payoff: 
                                                                                                             Not Applicable 
                                                   *    Relevant Combination Interest Payoff: 
                                                                                                             Not Applicable 
                                                   *    Applicable for the purposes of a Payoff Feature: 
                                                                                                             7.00% per annum 
                                                   *    Cap: 
                                                                                                             0.00% per annum 
                                                   *    Floor: 
                                                                                                             Each date falling two (2) U.S. Government Securities and London Business Days 
                                                   *    Interest Observation Date(s):                        immediately 
                                                                                                             preceding the relevant Interest Payment Date 
                                                                                                             Period from and including each date falling two (2) U.S. Government Securities 
                                                   *    Interest Observation Period(s):                      and London 
                                                                                                             Business Days immediately preceding the relevant Interest Payment Date to and 
                                                                                                             including the 
                                                                                                             date falling two (2) U.S. Government Securities and London Business Days 
                                                                                                             immediately preceding 
                                                                                                             the following Interest Payment Date 
                                                                                                             Not Applicable 
                                                   *    Interest Observation Period Cut-Off Date: 
 
                                                   *    Leverage:                                            1.00 
 
                                                   *    Margin(1) :                                          2.40% 
                                                                                                             Not Applicable 
                                                   *    Margin(2) : 
                                                                                                             Each calendar day falling within the relevant Interest Observation Period. 
                                                   *    Range Accrual Day(s):                                In respect of any Underlying(i) , for any calendar day of the relevant Interest 
                                                                                                             Observation 
                                                                                                             Period which is not an U.S. Government Securities and London Business Day, the 
                                                                                                             Underlying 
                                                                                                             Value(i) shall be deemed to be the value ascribed to that Underlying(i) on the 
                                                                                                             immediately 
                                                                                                             preceding U.S. Government Securities and London Business Day. 
                                                                                                             Not Applicable 
                                                   *    Accrual Factor IN: 
                                                                                                             Applicable 
                                                   *    Accrual Factor OUT: 
                                                                                                             Not Applicable 
                                                   *    a: 
                                                                                                             Not Applicable 
                                                   *    b: 
                                                                                                             Benchmark Rate: 3 months USD-LIBOR-ICE 
                                                   *    Global Underlying:                                    (with further information set out in paragraph 15E of these Final Terms) 
                                                                                                             Not Applicable 
                                                   *    Relevant Observation: 
 i                           Underlying(i) and                                                              Lower                        Upper                      Underlying Value(i) 
                              Underlying(ix) and                                                             Limit(i)                     Limit(i)                  Range: 
                              Underlying(iy)                                                                 :                            : 
 1                                                  Combination of Underlying(ix)                           The                          Infinity                            Range 
                                                          and Underlying(iy)                                Lower                                                    Rangemeans that on the 
                                                            : Substraction                                  Limits                                                   relevant Range Accrual 
                                                           Underlying(ix) :                                 applicable                                                Day each Underlying 
                                                           USD-CMS 30 years                                 to the                                                  Value(i) is greater than 
                                                           Underlying(iy) :                                 Interest                                                 or equal to the Lower 
                                                           USD-CMS 2 years                                  Observation                                             Limit(i) and lower than 
                                                      (with further information                             Periods                                                  or equal to the Upper 
                                                         set out in paragraph                               which                                                           Limit(i) 
                                                          15E of these Final                                fall 
                                                                Terms)                                      within 
                                                                                                            the 
                                                                                                            following 
                                                                                                            periods 
                                                                                                            shall 
                                                                                                            be as 
                                                                                                            set 
                                                                                                            out 
                                                                                                            below: 
 
                                                                                                            1. from 
                                                                                                            and 
                                                                                                            including 
                                                                                                            30 December 
                                                                                                            2018 
                                                                                                            to but 
                                                                                                            excluding 
                                                                                                            30 December 
                                                                                                            2020: 
                                                                                                            - (minus) 
                                                                                                            0.10 
                                                                                                            per 
                                                                                                            cent. 
 
                                                                                                            2. from 
                                                                                                            and 
                                                                                                            including 
                                                                                                            30 December 
                                                                                                            2020 
                                                                                                            to but 
                                                                                                            excluding 
                                                                                                            the 
                                                                                                            Redemption 
                                                                                                            Date: 
                                                                                                            0.00 
                                                                                                            per 
                                                                                                            cent. 
                            -----------------------------------------------------------------------------  ---------------------------  -------------------------  ------------------------- 
 2                           USD-LIBOR-ICE 3                                                                - (minus)                    5.50 per 
                              months                                                                         infinity                     cent. 
                              (with further information 
                              set out in paragraph 
                              15(o) of this Pricing 
                              Supplement) 
                            -----------------------------------------------------------------------------  ---------------------------  -------------------------  ------------------------- 
 
 
 
                                                   (g) Standard Power Interest:                                                   Not Applicable 
                                                   (h) Standard Dual Range Accrual                                                Not Applicable 
                                                    Interest: 
                                                   (i) Standard Multi Fixed Digital                                               Not Applicable 
                                                    Interest: 
                                                   (j) Standard Digital to Participation                                          Not Applicable 
                                                    Interest: 
                                                   (k) Standard Multi Fixed Basket                                                Not Applicable 
                                                    Interest: 
                                                   (l) Standard Fixed Range Accrual                                               Not Applicable 
                                                    Interest: 
                                                   (m) Standard ABF Interest:                                                     Not Applicable 
                                                   (n) Standard Annualised Performance                                            Not Applicable 
                                                    Interest: 
                                                   (o) Standard Rainbow Performance                                               Not Applicable 
                                                    Interest: 
                                                   (p) Standard Fixed Range Accrual                                               Not Applicable 
                                                    Basket Performance Interest: 
                                                   (q) Standard Multi Fixed Digital                                               Not Applicable 
                                                    Basket Performance Interest: 
                                                         (r) Standard Participation Basket                                        Not Applicable 
                                                          Performance Interest: 
                        16   Zero Coupon Security:                                                                                Not Applicable 
   PAYOFF FEATURES (IF ANY) RELATING TO INTEREST 
                        17   Payoff Features:                                                                                     Not Applicable 
   PROVISIONS RELATING TO REDEMPTION 
                        18   Redemption Determination Date(s):                                                                For the purposes of determining 
                                                                                                                               the Final Redemption Amount and 
                                                                                                                               subject to Annex 2 (Credit Linked 
                                                                                                                               Conditions) and paragraph 21 
                                                                                                                               of these Final Terms: the Redemption 
                                                                                                                               Date 
                                                                                                                               For the purposes of determining 
                                                                                                                               an Early Redemption Amount and 
                                                                                                                               subject to Annex 2 (Credit Linked 
                                                                                                                               Conditions) and paragraph 21 
                                                                                                                               of these Final Terms: the relevant 
                                                                                                                               Early Redemption Date 
                                                                                                                               (as specified in paragraph 24(a) 
                                                                                                                               of these Final Terms) 
                        19   Redemption Method: 
                             (a) Early Redemption Amount for                                                                     Standard Redemption, in accordance 
                              the purposes of General Condition                                                                  with Annex 9, Paragraph 2, subject 
                              6.2 (Early Redemption Trigger                                                                     to Annex 2 (Credit Linked Conditions) 
                              Events) determined in accordance                                                                     and paragraph 21 of these Final 
                              with:                                                                                              Terms, the Early Redemption Amount 
                                                                                                                                          will be equal to: 
                                                                                                                                  Reference Price x Nominal Amount 
                                                                                                                                  as determined by the Calculation 
                                                                                                                                Agent on the Redemption Determination 
                                                                                                                                                Date. 
                                                                                                                                    (See also paragraph 24(a) of 
                                                                                                                                    these Final Terms for further 
                                                                                                                                   information in relation to the 
                                                                                                                                    Issuer Call Early Redemption 
                                                                                                                                              Trigger) 
                                                                                                                                 Investors should note that General 
                                                                                                                                Condition 6.8 apply for the purposes 
                                                                                                                                   of any early redemption amount 
                                                                                                                                    calculated in accordance with 
                                                                                                                                    the conditions referred to in 
                                                                                                                                        General Condition 6.8 
                                    - Redemption Payoff:                                                                      Not Applicable 
                                    - Redemption Unwind Costs:                                                                Not Applicable 
                                    - Reference Price:                                                                        100 per cent. 
                             (b) Final Redemption Amount for                                                                     Standard Redemption, in accordance 
                              the purposes of General Condition                                                                  with Annex 9, Paragraph 2, subject 
                              6.1 (Redemption by Instalments                                                                    to Annex 2 (Credit Linked Conditions) 
                              and Final Redemption) determined                                                                     and paragraph 21 of these Final 
                              in accordance with:                                                                                Terms, the Final Redemption Amount 
                                                                                                                                          will be equal to: 
                                                                                                                                  Reference Price x Nominal Amount 
                                                                                                                                  as determined by the Calculation 
                                                                                                                                Agent on the Redemption Determination 
                                                                                                                                                Date. 
                                    - Redemption Payoff:                                                                      Not Applicable 
                                    - Redemption Unwind Costs:                                                                Not Applicable 
                                    - Payoff Feature Unwind Costs:                                                            Not Applicable 
                                    - Reference Price:                                                                        100 per cent. 
                                    (c) Fair Market Value Redemption                                                          Applicable 
                                     Amount:                                                                                   Not Applicable 
                                     - Fair Market Value Redemption 
                                     Amount Percentage: 
                             (d) Instalment Redemption Amount                                                                 Not Applicable 
                              determined in accordance with: 
                             (e) Physical Settlement:                                                                         Not Applicable 
                             (f) Clean-up Call Option (General                                                                Not Applicable 
                              Condition 6.7 (Clean-up Call Option)): 
                        20   Instalment Securities:                                                                           Not Applicable 
                        21   Credit Linked Securities:                                                                          Applicable in 
                                                                                                                                accordance 
                                                                                                                                with Annex 2 
                                                                                                                                (Credit Linked 
                                                                                                                                Conditions) 
                             (a) Type of Credit Linked Securities:                                                              Single Reference 
                                                                                                                                Entity 
                                                                                                                                CLS 
                             (b) Reference Entity:                                                                              Lloyds Banking 
                                                                                                                                Group PLC 
                                                                                                                                and any Successor 
                             (c) Specified Currency(ies):                                                                       Standard Specified 
                                                                                                                                Currencies 
                             (d) Maximum Maturity:                                                                              30 years 
                             (e) Reference Obligation(s):                                                                       Applicable 
                                   The obligation identified as follows: 
                                    - Primary Obligor:                                                                          Lloyds Banking 
                                                                                                                                Group PLC. 
                                    - Maturity:                                                                                 6 July 2021 
                                    - Coupon:                                                                                   3.10 per cent. per 
                                                                                                                                annum 
                                    - CUSIP/ISIN:                                                                               US539439AK53 
                                                                                                                                USD 1,000,000,000 
                                                      *    Original Issue Amount: 
                                               (f) Standard Reference Obligation(s):                                            Applicable - the 
                                                                                                                                Reference 
                                                                                                                                Obligation(s) set 
                                                                                                                                out 
                                                                                                                                at paragraph 
                                                                                                                                21(e). above 
                                                                                                                                shall be the 
                                                                                                                                Standard 
                                                                                                                                Reference 
                                                                                                                                Obligation unless 
                                                                                                                                and until ISDA 
                                                                                                                                publishes 
                                                                                                                                a Standard 
                                                                                                                                Reference 
                                                                                                                                Obligation 
                                                                                                                                on the SRO List, 
                                                                                                                                in which 
                                                                                                                                case, if such 
                                                                                                                                Standard 
                                                                                                                                Reference 
                                                                                                                                Obligation is 
                                                                                                                                different from the 
                                                                                                                                Reference 
                                                                                                                                Obligation set out 
                                                                                                                                above, 
                                                                                                                                such Standard 
                                                                                                                                Reference 
                                                                                                                                Obligation shall 
                                                                                                                                prevail 
                                                                                                                                and replace the 
                                                                                                                                Reference 
                                                                                                                                Obligation set out 
                                                                                                                                above. 
                                                      - Seniority Level:                                                        Senior Level 
                                               (g) Non-Reference Entity Original                                                Not Applicable 
                                                Non-Standard Reference Obligation(s): 
                                               (h) Scheduled Redemption Date:                                                   30 December 2028 
                                               (i) Calculation Agent responsible                                                Crédit 
                                                for making calculations and determinations                                      Agricole Corporate 
                                                pursuant to Annex 2 (Credit Linked                                              and Investment 
                                                Conditions):                                                                    Bank 
                                               (j) CLS Business Day:                                                            London and New 
                                                                                                                                York City 
                                               (k) Relevant Time:                                                               Greenwich Mean 
                                                                                                                                Time 
                                               (l) All Guarantees:                                                              Applicable 
                                               (m) Credit Event:                                                                Bankruptcy 
                                                                                                                                Failure to Pay 
                                                                                                                                Restructuring 
                                                                                                                                Governmental 
                                                                                                                                Intervention 
                                                      - Payment Requirement (Failure                                            As per Credit 
                                                       to Pay):                                                                 Linked Condition 
                                                                                                                                10 
                                                                                                                                As per Credit 
                                                        *    Default Requirement (Obligation Acceleration,                      Linked Condition 
                                                             Obligation Default, Repudiation/Moratorium,                        10 
                                                             Restructuring): 
                                                                                                                                Mod Mod R 
                                                        *    Restructuring (Additional provisions (if any) where                Applicable 
                                                             Restructuring is specified as applicable in paragraph 
                                                             21(m) above): 
                                               (n) Financial Reference Entity                                                   Applicable 
                                                Terms 
                                               (o) Obligation Category:                                                         Borrowed Money 
                                               (p) Obligation Characteristic(s):                                                None 
                                               (q) Settlement Method:                                                           Physical 
                                                                                                                                Settlement 
                                                                                                                                Not Applicable 
                                                        *    Fallback Settlement Method: 
                                                                                                                                Not Applicable 
                                                        *    Terms relating to Cash Settlement: 
                                                                                                                                Applicable 
                                                        *    Partial Cash Settlement:                                           Partial Cash 
                                                                                                                                Settlement 
                                                                                                                                Date: As 
                                                                                                                                determined in 
                                                                                                                                accordance with 
                                                                                                                                the Credit 
                                                                                                                                Linked Conditions 
                                                                                                                                Securityholder 
                                                        *    Physical Settlement Procedure (Credit Linked                       shall deliver 
                                                             Condition 4.7(a)):                                                 10 Business Days 
                                                                                                                                prior 
                                                                                                                                to the Physical 
                                                                                                                                Settlement 
                                                                                                                                Date the documents 
                                                                                                                                specified 
                                                                                                                                in Credit Linked 
                                                                                                                                Condition 
                                                                                                                                4.7(a) (Procedure 
                                                                                                                                by 
                                                                                                                                Securityholders) 
                                                                                                                                30 Business Days 
                                                        *    Physical Settlement Period: 
                                                                                                                                5 Business Days 
                                                        *    Notice Cut-Off Date: 
                                                                                                                                Not Applicable 
                                                        *    Escrow: 
                                                                                                                                Not Applicable 
                                                        *    Escrow Agent: 
                                               (r) Deliverable Obligation Category:                                             Bond or Loan 
                                               (s) Deliverable Obligation Characteristic(s):                                    Not Subordinated 
                                                                                                                                Specified Currency 
                                                                                                                                Assignable Loan 
                                                                                                                                Consent Required 
                                                                                                                                Loan 
                                                                                                                                Transferable 
                                                                                                                                Maximum Maturity: 
                                                                                                                                30 years 
                                                                                                                                Not Bearer 
                                               (t) Subordinated European Insurance                                              Not Applicable 
                                                Terms 
                                               (u) Capped Reference Entity(ies):                                                Applicable - the 
                                                                                                                                Reference 
                                                                                                                                Entity is a Capped 
                                                                                                                                Reference 
                                                                                                                                Entity 
                                               (v) LPN Reference Entity:                                                        Not Applicable 
                                               (w) Floating Rate Payer Calculation                                              As per the Credit 
                                                Amount:                                                                         Linked 
                                                                                                                                Conditions 
                                               (x) Excluded Obligation:                                                         Not Applicable 
                                               (y) Obligation:                                                                  As per the Credit 
                                                                                                                                Linked 
                                                                                                                                Conditions 
                                               (z) Deliverable Obligation:                                                      As per the Credit 
                                                                                                                                Linked 
                                                                                                                                Conditions 
                                               (aa) Excluded Deliverable Obligation:                                            Not Applicable 
                                               (bb) Domestic Currency:                                                          As per Credit 
                                                                                                                                Linked Condition 
                                                                                                                                10 
                                               (cc) Domestic Law:                                                               As per Credit 
                                                                                                                                Linked Condition 
                                                                                                                                10 
                                               (dd) Cessation of Interest Accrual                                               CIA Type 1 
                                                (Credit Linked Condition 3.1): 
                                               (ee) Settlement at Maturity:                                                     Not Applicable 
                                               (ff) Notice Delivery Period:                                                     Determined in 
                                                                                                                                accordance 
                                                                                                                                with the 
                                                                                                                                definition of 
                                                                                                                                Notice Delivery 
                                                                                                                                Period 
                                                                                                                                in Part 10 
                                                                                                                                (Definitions) 
                                                                                                                                of Annex 2 (Credit 
                                                                                                                                Linked 
                                                                                                                                Conditions) 
                                               (gg) Notice of Publicly Available                                                Applicable 
                                                Information: 
                                               (hh) Public Source:                                                              As per Credit 
                                                                                                                                Linked Condition 
                                                                                                                                10 
                                               (ii) Settlement Currency:                                                        USD 
                                               (jj) Hedge Amount:                                                               Applicable One-Way 
                                                                                                                                Hedge 
                                                                                                                                Amount 
                                               (kk) Quotations:                                                                 Applicable 
                                                     - Quotation Amount:                                                        As per Credit 
                                                                                                                                Linked Condition 
                                                                                                                                10 
                                                     - Minimum Quotation Amount:                                                As per Credit 
                                                                                                                                Linked Condition 
                                                                                                                                10 
                                                     - Valuation Time:                                                          As per Credit 
                                                                                                                                Linked Condition 
                                                                                                                                10 
                                                     - CLS Dealer:                                                              As per Credit 
                                                                                                                                Linked Condition 
                                                                                                                                10 
                                               (ll) Deliverable/Valuation Obligation                                            Not Specified - 
                                                Accrued Interest:                                                               Calculation 
                                                                                                                                Agent to determine 
                                               (mm) Credit Event Backstop Date:                                                 Trade Date 
                                               (nn) Event Determination Date:                                                   Including prior to 
                                                                                                                                the 
                                                                                                                                Trade Date: Not 
                                                                                                                                Applicable 
                                               (oo) Extension Date:                                                             Scheduled 
                                                                                                                                Redemption Date 
                                                                                                                                (or such later 
                                                                                                                                date determined 
                                                                                                                                in accordance with 
                                                                                                                                the 
                                                                                                                                Credit Linked 
                                                                                                                                Conditions) 
                                               (pp) Grace Period (for the purposes                                              Not Applicable 
                                                of sub-paragraph (b) in the definition 
                                                of "Grace Period" in Credit Linked 
                                                Condition 10): 
                                               (qq) Grace Period Extension:                                                     Not Applicable 
                                               (rr) Limitation Date Adjustment:                                                 Not Applicable 
                                               (ss) Redemption following a Merger                                               Applicable 
                                                Event (Credit Linked Condition 
                                                2.8): 
                                               (tt) Additional Disruption Event:                                                Change of Law is 
                                                                                                                                applicable 
                                                                                                                                Hedging Disruption 
                                                                                                                                is 
                                                                                                                                applicable 
                                                                                                                                Increased Cost of 
                                                                                                                                Hedging 
                                                                                                                                is not applicable 
                                               (uu) Qualifying Participation                                                    None 
                                                Seller requirements: 
                                               (vv) Additional Provisions:                                                      Not Applicable 
                                               (ww) Quantum of the Claim:                                                       Applicable 
             22              Bond Linked Securities:                                                                            Not Applicable 
             23              Linked Redemption Security:                                                                        Not Applicable 
            24               Early Redemption Trigger Event(s):                                                                 Applicable 
                                   (a) Issuer Call Early Redemption                                                             Applicable in accordance with 
                                    Trigger:                                                                                     Annex 8, Chapter 1 
                                                                                                                                Not Applicable 
                                      *    Maximum Call Nominal Amount: 
                                                                                                                                Any Interest Payment Date from 
                                      *    Early Redemption Date(s):                                                             and including 30 September 2017 
                                                                                                                                 up to and including 30 September 
                                                                                                                                 2028 
                                                                                                                                Not Applicable 
                                      *    Maximum Call Notice Period: 
                                                                                                                                Nominal Amount 
                                      *    Minimum Call Nominal Amount: 
                                                                                                                                Five (5) London and New York City 
                                      *    Minimum Call Notice Period:                                                           Business Days prior to the relevant 
                                                                                                                                 Early Redemption Date 
                                   (b) Investor Put Early Redemption                                                            Not Applicable 
                                    Trigger: 
                                   (c) Knock-out Early Redemption                                                               Not Applicable 
                                    Trigger: 
                                   (d) Callable Knock-out Early Redemption                                                      Not Applicable 
                                    Trigger: 
                                   (e) Puttable Knock-out Early Redemption                                                      Not Applicable 
                                    Trigger: 
                                   (f) Target Early Redemption Trigger:                                                         Not Applicable 
                             (g) Knock-out Multi Underlying                                                                     Not Applicable 
                              Early Redemption Trigger: 
                                   (a) Knock-out Basket Performance                                                             Not Applicable 
                                    Early Redemption Trigger: 
 
 PAYOFF FEATURES (IF ANY) RELATING TO REDEMPTION 
            25                     Payoff Features:                                                                           Not Applicable 
        PROVISIONS APPLICABLE TO SECURED SECURITIES 
                26                 Secured Security Provisions:                                                             Not Applicable 
        GENERAL PROVISIONS APPLICABLE TO THE SECURITIES 
                                  27         (a) Form:                                                                  Bearer Form: 
                                                                                                                         Temporary Bearer Global Security 
                                                                                                                         exchangeable for a Permanent Bearer 
                                                                                                                         Global Security which is exchangeable 
                                                                                                                         for Definitive Bearer Securities 
                                                                                                                         only upon an Exchange Event 
                                                   (b) New Global Note (NGN) or                                         NGN 
                                                    New Global Certificate (NGC): 
                                             (c) Transfer of interest in                                                Transfers of Securities to IAIs: 
                                              Regulation S Global Securities:                                            Not Applicable 
                                  28         "Payment Business Day for the                                              Modified Following Payment Business 
                                              purposes of "Payment Business                                              Day 
                                              Day" election in accordance 
                                              with General Condition 5.6 (Payment 
                                              Business Day): 
                                  29         Additional Financial Centre(s):                                            London and New York City 
                                  30         Additional Business Centre(s):                                             For the purpose of the determination 
                                                                                                                        of "Business Days" under the Credit 
                                                                                                                        Linked Conditions and unless otherwise 
                                                                                                                        specified therein or in paragraph 
                                                                                                                        21 above, the following shall 
                                                                                                                        be Additional Business Centres: 
                                                                                                                        London and New York City 
                                  31         Talons for future Coupons or                                               Yes 
                                              Receipts to be attached to Definitive 
                                              Bearer Securities and dates 
                                              on which such Talons mature: 
                                  32         Redenomination (for the purposes                                           Not Applicable 
                                              of General Condition 3.1): 
                                  33         (d) Redemption for tax reasons                                             Not Applicable 
                                              (General Condition 6.3 (Redemption 
                                              for tax reasons)): 
                                             (e) Special Tax Redemption (General                                        Not Applicable 
                                             Condition 6.4 (Special Tax Redemption)): 
                                             (f) Redemption for FATCA Withholding                                       Applicable 
                                              (General Condition 6.5 (Redemption 
                                              for FATCA Withholding)): 
                                             (g) Regulatory Redemption or                                               Applicable 
                                              Compulsory Resales (General 
                                              Condition 6.6 (Regulatory Redemption 
                                              or Compulsory Resales)): 
                                             (h) Events of Default (General                                             Applicable 
                                              Condition 10 (Events of Default)): 
                                             (i) Illegality and Force Majeure                                           Applicable 
                                              (General Condition 19 (Illegality 
                                              and Force Majeure)): 
                                  34         Gross Up (General Condition                                                Not Applicable 
                                              8.2 (Gross Up)): 
                                  35         Calculation Agent:                                                         Crédit Agricole Corporate 
                                                                                                                         and Investment Bank 
                                  36         Delivery Agent (Credit Linked                                              Not Applicable 
                                              Securities, Bond Linked Securities, 
                                              ETF Linked Securities subject 
                                              to physical delivery or Share 
                                              Linked Securities subject to 
                                              physical delivery): 
                                  37         Business Day Convention (Credit                                            Not Applicable 
                                              Linked Conditions and Bond Linked 
                                              Conditions): 
        OPERATIONAL INFORMATION 
                                          38   Branch of Account for the purposes                                         Not Applicable 
                                                of General Condition 5.5 (General 
                                                provisions applicable to payments): 
 
 

Signed on behalf of the Issuer:

By:

Duly authorised

PART B - OTHER INFORMATION

 
            1           LISTING AND ADMISSION TO TRADING 
                        (i) Listing and admission to trading:            Application has been made by the relevant Issuer 
                                                                         (or on its behalf) for the Securities to 
                                                                         be admitted to trading on London Stock 
                                                                         Exchange's regulated market with effect from or 
                                                                         as 
                                                                         soon as practicable after the Issue Date and to 
                                                                         be listed on the Official List of the London 
                                                                         Stock Exchange. 
                        (ii) Estimate of total expenses related to       GBP 300 + (plus) EUR 500 
                        admission to trading: 
                    2   RATINGS 
                        Ratings:                                          The Securities to be issued have not been 
                                                                          rated 
                    3   INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE 
                        Save for any fees payable to the Dealers and any distributor, so far as the Issuer is aware, 
                         no person involved in the issue of the Securities has an interest material to the offer. 
                    4   REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES 
                        Not Applicable 
                    5   YIELD (Fixed Rate Securities only)                Not Applicable 
                    6   HISTORIC INTEREST RATES (Floating Rate Securities only) 
                        Not Applicable 
                    7   PERFORMANCE OF UNDERLYING AND OTHER INFORMATION CONCERNING THE UNDERLYING (Commodity Linked 
                        Securities, Credit Linked Securities, Bond Linked Securities, Index Linked Securities, 
                        Inflation 
                        Linked Securities, Rate Linked Securities, ETF Linked Securities, Share Linked Securities 
                        and Multi-Asset Basket Linked Securities) 
             Underlying:                                                 Where past and future performance of the 
                                                                         Underlying can be obtained: 
             Benchmark Rate: USD-CMS                                     Reuters Screen ICESWAP1 page 
             (further information set out in paragraph 15E of these 
             Final Terms) 
                         Benchmark Rate: USD-LIBOR-ICE                   Reuters Screen LIBOR01 
                         (further information set out in paragraph 15E 
                         of these Final Terms) 
                        Post-issuance information 
                         The Issuer does not intend to publish post-issuance information in relation to any underlying 
                         element to which the Securities are linked. 
                    8   PERFORMANCE OF RATE[S] OF EXCHANGE AND OTHER INFORMATION CONCERNING THE UNDERLYING (FX Linked 
                         Securities only) 
                         Not Applicable 
                    9   DISTRIBUTION 
                        (i) Method of distribution:                       Non-syndicated 
                        (ii) If syndicated:                               Not Applicable 
                        (iii) (iii) If non-syndicated, name of Dealer     The following Dealer is procuring 
                                                                          subscribers for the Securities: 
                                                                          Crédit Agricole Corporate and 
                                                                          Investment Bank 
                        (iv) (iv) Indication of the overall amount of     Not Applicable 
                        the underwriting commission and of the placing 
                        commission: 
                        (v) U.S. Selling Restrictions                     Reg. S Compliance Category 2 
                        (Categories of potential investors to which the    Securities in Bearer Form - TEFRA D 
                        Securities are offered): 
                   10   OPERATIONAL INFORMATION 
                        (i) ISIN Code:                                    XS1490309991 
                        (ii) Temporary ISIN:                              Not Applicable 
                        (iii) Common Code:                                149030999 
                        (iv) VALOREN Code:                                Not Applicable 
                        (v) Other applicable security identification      Not Applicable 
                         number: 
                        (vi) Relevant clearing system(s) other than       Not Applicable 
                         Euroclear Bank S.A./N.V. and Clearstream 
                         Banking, 
                         société anonyme and the relevant 
                         identification number(s): 
                        (vii) Delivery:                                   Delivery against payment 
                        (viii) Names and addresses of additional Paying   Not Applicable 
                         Agent(s) (if any): 
                        (ix) Securities intended to be held in a manner   No 
                         which would allow Eurosystem eligibility: 
                                                                          Whilst the designation is specified as "no" 
                                                                          at the date of these Final Terms, should the 
                                                                          Eurosystem 
                                                                          eligibility criteria be amended in the 
                                                                          future such that the Securities are capable 
                                                                          of meeting 
                                                                          them, the Securities may then be deposited 
                                                                          with one of the ICSDs as common safekeeper. 
                                                                          Note 
                                                                          that this does not necessarily mean that the 
                                                                          Securities will then be recognised as 
                                                                          eligible 
                                                                          collateral for Eurosystem monetary policy 
                                                                          and intraday credit operations by the 
                                                                          Eurosystem 
                                                                          at any time during their life. Such 
                                                                          recognition will depend upon the ECB being 
                                                                          satisfied that 
                                                                          Eurosystem eligibility criteria have been 
                                                                          met. 
                   11   TERMS AND CONDITIONS OF THE OFFER 
                        Not Applicable 
 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

IODSESFEFFUSEIE

(END) Dow Jones Newswires

February 21, 2019 08:01 ET (13:01 GMT)

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