TIDM94YB

RNS Number : 7702Q

Credit Agricole Corp & Inv Bank

21 February 2019

21 February 2019

NOTICE TO HOLDERS OF SECURITIES

Issue of USD 20,000,000 Callable Rate Linked Interest Credit Linked Notes on Lloyds Banking Group PLC due December 2027

under the EUR50,000,000,000

Structured Debt Instruments Issuance Programme

by

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

Series 4150 - ISIN Code: XS1334475396

(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 22 March 2018 (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

22 March 2018

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:                                                          4150 
                   (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:                                                                100.00 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:                                                       22 March 2018 
                         (b) Trade Date(s):                                                    8 March 2018 
                                                     (c) Interest Commencement Date:           Issue 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 obtained:                    Authorisation given by the Board of Directors of Crédit 
                                                                                               Agricole Corporate and Investment 
                                                                                               Bank dated 12 December 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 
                                                                                               Not Applicable 
                     *    Multi-Asset Basket Linked Asset Conditions: 
              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 adjustment of   Not Applicable 
                         "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 March 2018 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 March 2018 
                         (c) Interest Period Dates:                                                   Quarterly on 30 March, 30 June, 30 September and 30 
                                                                                                      December in each year from and including 
                                                                                                      30 March 2018 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 "Interest Accrual    Not Applicable 
                   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 Rate and     Crédit Agricole Corporate and Investment Bank 
                   the Interest 
                   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                         Floating Rate         Designated                                                Reset Date 
  Rate                              Option                Maturity 
                                  --------------------  --------------------------------------------------------  ------------------------------------- 
 3 months USD-LIBOR-ICE            USD-LIBOR-ICE         Three (3)                                                 The first day of 
                                    (formerly known       months                                                    the Interest Accrual 
                                    as USD-LIBOR-BBA)                                                               Period 
                                  --------------------  --------------------------------------------------------  ------------------------------------- 
 
       For the purposes of the Underlying(i) and Underlying(ix) 
        and Underlying(iy) : 
                                                         Screen Rate Determination 
----------------  --------------  -------------------- 
 Underlying(i)     Benchmark       Determination         Relevant                                     Relevant     Relevant    Reference 
  :                 Rate(s):        of Benchmark          Screen                                      Screen       Interbank    Banks: 
                                    Rate Level            Page:                                       Page Time:   Market: 
                  --------------  --------------------  -------------------------------------------  -----------  ----------  ----------- 
        1             USD-CMS          Screen Rate                        Reuters                       11.00      New York       Not 
                      30 years        Determination                        Screen                        a.m.,        City     Applicable 
                                                                            page:                      New York 
                                                                          ICESWAP1                     City time 
                  --------------  --------------------  -------------------------------------------  -----------  ----------  ----------- 
        2             USD-CMS 
                      2 years 
                  --------------  --------------------  ------------------  ------      ----  -----  -----------  ----------  ----------- 
        3          USD-LIBOR-ICE                                          Reuters                       11.00       London     Not 
                     3 months                                              screen                        a.m.,                 Applicable 
                     (formerly                                              page:                       London 
                     known as                                              LIBOR01                       time 
                   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(f) of these Final Terms 
       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: 
                                                                                                     Not Applicable 
                                          *    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) :                                           2.10% 
                                                                                                     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 
                 Underlying(ix)                                                                                  Rangemeans 
                      and                                                                                        that 
                 Underlying(iy)                                                                                  on the 
                       :                                                                                         relevant 
                  Substraction                                                                                   Range 
                 Underlying(ix)                                                                                  Accrual 
                   : USD-CMS                                                                                     Day each 
                    30 years                                                                                     Underlying 
                 Underlying(iy)                                                                                  Value(i) 
                  : USD-CMS 2                                                                                    is greater 
                     years                                                                                       than or 
                 (with further                                                                                   equal 
                  information                                                                                    to the 
                   set out in                                                                                    Lower 
                   paragraph                                                                                     Limit(i) 
                  15E of these                                                                                   and 
                  Final Terms)                                                                                   lower than 
                                                                                                                 or 
                                                                                                                 equal to 
                                                                                                                 the 
                                                                                                                 Upper 
                                                                                                                 Limit(i) 
               ----------------  -----------------------------------------------------------------  ----------  ----------- 
 
 
 
                                                                                        The following Interest Accrual Periods: The 
                                *    Applicable Interest Accrual Period:                Interest Accrual Period from and 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: 
                                                                                        Not Applicable 
                                *    Cap: 
                                                                                        0.00% per annum 
                                *    Floor: 
                                                                                        Each date falling two (2) U.S. Government 
                                *    Interest Observation Date(s):                      Securities and London 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 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) :                                        2.15% 
                                                                                        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 
                                                                                        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)     Lower                                                           Upper      Underlying 
       and               Limit(i)                                                       Limit(i)   Value(i) 
       Underlying(ix)    :                                                              :          Range: 
       and 
       Underlying(iy) 
 1    Combination of                              The Lower                             Infinity   Range 
       Underlying(ix)                               Limits                                         Rangemeans 
            and                                   applicable                                       that 
       Underlying(iy)                               to the                                         on the 
             :                                     Interest                                        relevant 
        Substraction                             Observation                                       Range 
       Underlying(ix)                              Periods                                         Accrual 
         : USD-CMS                                  which                                          Day each 
          30 years                               fall within                                       Underlying 
       Underlying(iy)                           the following                                      Value(i) 
        : USD-CMS 2                                periods                                         is greater 
           years                                    shall                                          than or 
       (with further                                be as                                          equal 
        information                                set out                                         to the 
         set out in                                 below:                                         Lower 
         paragraph                                 1. from                                         Limit(i) 
        15E of these                            and including                                      and 
        Final Terms)                             30 December                                       lower than 
                                                   2018 to                                         or 
                                                but excluding                                      equal to 
                                                 30 December                                       the 
                                                    2020:                                          Upper 
                                                  - (minus)                                        Limit(i) 
                                                   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 
           months                                  infinity                               per 
       (with further                                                                     cent. 
        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                 Not Applicable 
                                                           Basket 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. 
                     (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 Agricole 
                                   for making calculations and determinations                                    Corporate 
                                   pursuant to Annex 2 (Credit Linked                                            and Investment Bank 
                                   Conditions): 
                                  (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 Linked 
                                          to Pay):                                                               Condition 
                                                                                                                 10 
                                                                                                                 As per Credit Linked 
                                           *    Default Requirement (Obligation Acceleration,                    Condition 
                                                Obligation Default, Repudiation/Moratorium,                      10 
                                                Restructuring): 
                                                                                                                 Mod Mod R Applicable 
                                           *    Restructuring (Additional provisions (if any) where 
                                                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 shall deliver 
                                           *    Physical Settlement Procedure (Credit Linked                     10 Business Days prior to 
                                                Condition 4.7(a)):                                               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 Linked 
                                   Amount:                                                                       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 - Calculation 
                                   Accrued Interest:                                                              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:                                                     As per the Credit Linked 
                                                                                                                 Conditions 
         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 June 2018 up 
                                                                                                                  to and including 30 September 
                                                                                                                  2028 
                                                                                                                 Not Applicable 
                              *    Maximum Call Notice Period: 
                                                                                                                 Aggregate nominal amount outstanding 
                              *    Minimum Call Nominal Amount: 
                                                                                                                 Ten (10) 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 Regulation                               Transfers of Securities to IAIs: 
                                 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                                         No 
                                 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      (a) Redemption for tax reasons                                       Not Applicable 
                                 (General Condition 6.3 (Redemption 
                                 for tax reasons)): 
                                (b) Special Tax Redemption (General                                  Not Applicable 
                                 Condition 6.4 (Special Tax Redemption)): 
                                (c) Redemption for FATCA Withholding                                 Applicable 
                                 (General Condition 6.5 (Redemption 
                                 for FATCA Withholding)): 
                                (d) Regulatory Redemption or                                         Applicable 
                                 Compulsory Resales (General Condition 
                                 6.6 (Regulatory Redemption or 
                                 Compulsory Resales)): 
                                (e) Events of Default (General                                       Applicable 
                                 Condition 10 (Events of Default)): 
                                (f) Illegality and Force Majeure                                     Applicable 
                                 (General Condition 19 (Illegality 
                                 and Force Majeure)): 
                        34      Gross Up (General Condition 8.2                                      Not Applicable 
                                 (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 the    Not Applicable 
             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:                                       XS1334475396 
             (ii) Temporary ISIN:                                 Not Applicable 
             (iii) Common Code:                                   133447539 
             (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

IODSEUFEFFUSELE

(END) Dow Jones Newswires

February 21, 2019 09:27 ET (14:27 GMT)

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