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750000000 HBOS Plc 6.00% SUBORDINATED NOTES DUE 2033

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750000000 HBOS Plc 6.00% SUBORDINATED NOTES DUE 2033 Information contained herein is subject to change, completion or amendment without notice. This Preliminary Offering Memorandum Supplement shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale is not permitted. Day following thedelivery pricing of of the theThe Notes Notes. will Initial be Purchasers made on (as or de®ned aboutStates October herein) in 30, compliance are 2003Securities with (the Act offering Regulation ``Closing and S the144A Date''), Regulation under which D Notes the under will promulgated Securitiesjurisdiction. subject the be thereunder Act Accordingly, the (``Regulation to (``Regulation Securities the D''), sixth S''). only various Act Issuer and Business in is to conditions. (``Rule transactions offeringSecurities non-U.S. that It 144A''), the persons Act are Notes outside is of andThere exempt the only 1933 expected to is from United to (the currently registration that certain quali®ed ``Securities no under institutional Act'') accredited public the buyers, or investors market U.S. in the for Securities accordance pursuant securities the Act with laws to Notes. or Rule of Section The the any Notes securities 4(2) other have laws jurisdiction. of not of The been any the Notes and other may will be not offered be registered under the U.S. delivered to thewith Registrar of the Companies listingOffering in rules Memorandum Scotland made for SupplementLondon registration which under Stock in comprises Part Exchange accordancethe listing VI with which London particulars Section of togetherAuthority'') 83 Stock (the the will of for ``Listing Exchange Financial constitute the the Particulars'')competent FSMA. plc Services of®cial Notes issued authority listing and to (the in forApplication be on Markets ``London compliance the admitted the Act has Stock to purposes London 2000 been Exchange'') the of Stock (thesupersedes, made Of®cial for Exchange. the Part ``FSMA''), List by information A the VI has ofand contained copy the of Notes been construed the in of together the the UK Issuer towith with the Offering Listing Financial to be the the Memorandum. Authority Services Offering Offering admitted theReferences (the Memorandum. and Memorandum herein ``Of®cial to United This Markets dated List'') to document trading Kingdom Act and April the supplements,Memorandum. by Financial to 2000 and 30, ``Offering the in (the Services 2003 Memorandum certainbelow ``UK (the Supplement'' Authority places and Listing ``Offering are modi®es inFinancial and to Memorandum''). ``Description its Services this This of Authority. capacityupon document document the See (including as should a ``Description Notes Appendix bedate default of and A) read of Notes are together Guarantee ± thisde®ned limited Events Offering herein). ± and of Pursuant Memorandumaccompanying Optional Default; (ii) to Supplement Offering Defaults; Tax any the (i) Memorandum. LimitedNotes Redemption'' requirements optional Otherwise, a Right become in of the of tax Holder'sThe the Acceleration'' subject the Notes rights redemption Notes Financial are accompanying and (as to of Services not de®ned remedies Offering Notes certain Authority redeemable herein) (including would relating will prior taxation, the to be to require right the issued Tier the the to by Issuer 2 Final prior accelerate) HBOS Capital Maturity may plc consent as Date (the be of at (as ``Issuer''). the the entitled In the to event redeem that payments the in Notes respect of as the set forth in the (To Offering MemorandumOFFERING dated MEMORANDUM April SUPPLEMENT 30, 2003) Lehman Brothers Merrill Lynch & Co. Morgan Stanley EACH PURCHASER OF THE NOTES OFFERED HEREBY IN MAKING ITS PURCHASE WILL BE DEEMED TO HAVE MADE CERTAIN ACKNOWLEDGEMENTS, REPRESENTATIONS AND AGREEMENTS AS SET FORTH ON THE INSIDE FRONT COVER OF THE OFFERING MEMORANDUM. 6.00% SUBORDINATED NOTES DUE 2033 The date of this Offering Memorandum Supplement is October 24, 2003 Interest payable on May 1 and November 1 of each year ISSUE PRICE 98.807% PLUS ACCRUED INTEREST, IF ANY Interest on the Notes will accrue from October 30, 2003. Joint Bookrunning Lead Managers $750,000,000 HBOS plc as Issuer IN CONNECTION WITH THE ISSUE AND DISTRIBUTION OF THE NOTES, LEHMAN BROTHERS INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED AND MORGAN STANLEY & CO. INCORPORATED OR THEIR RESPECTIVE AGENTS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED PERIOD. IN ANY JURISDICTION WHERE THERE CAN BE ONLY ONE STABILIZING AGENT, LEHMAN BROTHERS INTERNATIONAL (EUROPE) OR ITS AGENTS SHALL EFFECT ANY SUCH TRANSACTION. HOWEVER, NONE OF THE TRANSACTIONS DESCRIBED IN THIS PARAGRAPH ARE REQUIRED AND SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD. THIS DOCUMENT TOGETHER WITH THE OFFERING MEMORANDUM COMPRISES LISTING PARTICULARS ISSUED IN COMPLIANCE WITH THE LISTING RULES MADE BY THE UK LISTING AUTHORITY UNDER PART VI OF THE FSMA FOR THE PURPOSE OF GIVING INFORMATION WITH REGARD TO THE ISSUER AND THE NOTES. ANY REFERENCE IN THIS DOCUMENT TO LISTING PARTICULARS MEANS THIS DOCUMENT AND ALL ITS APPENDICES TOGETHER WITH THE OFFERING MEMORANDUM EXCLUDING ALL INFORMATION INCORPORATED BY REFERENCE. THE ISSUER HAS CONFIRMED THAT ANY INFORMATION INCORPORATED BY REFERENCE, INCLUDING ANY SUCH INFORMATION TO WHICH READERS OF THE LISTING PARTICULARS ARE EXPRESSLY REFERRED, HAS NOT BEEN AND DOES NOT NEED TO BE INCLUDED IN THE LISTING PARTICULARS TO SATISFY THE REQUIREMENTS OF THE FSMA OR THE LISTING RULES MADE UNDER SECTION 74 OF THE FSMA BY THE UK LISTING AUTHORITY. THE ISSUER BELIEVES THAT NONE OF THE INFORMATION INCORPORATED IN THE LISTING PARTICULARS BY REFERENCE CONFLICTS IN ANY MATERIAL RESPECT WITH THE INFORMATION INCLUDED IN THE LISTING PARTICULARS. THE ISSUER ACCEPTS RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THE LISTING PARTICULARS. TO THE BEST OF THE KNOWLEDGE AND BELIEF OF THE ISSUER (WHO HAS TAKEN ALL REASONABLE CARE TO ENSURE THAT SUCH IS THE CASE) THE INFORMATION CONTAINED IN THE LISTING PARTICULARS IS IN ACCORDANCE WITH THE FACTS AND DOES NOT OMIT ANYTHING LIKELY TO AFFECT THE IMPORT OF SUCH INFORMATION. Neither the delivery of this Offering Memorandum Supplement nor any pricing supplement nor the offering, sale or delivery of any Notes shall, in any circumstances, create any implication that there has been no adverse change in the ®nancial situation of the Issuer since the date of this document. The distribution of this Offering Memorandum Supplement and any pricing supplement and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Memorandum Supplement or any pricing supplement comes are required by the Issuer to inform themselves about and to observe any such restrictions. Neither this Offering Memorandum Supplement nor any pricing supplement may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. The Issuer has not authorized any offer of the Notes to the public in the U.K. within the meaning of the Public Offers of Securities Regulations 1995 (as amended) (the ``POS Regulations''). The Notes may not lawfully be offered or sold to persons in the U.K. except in circumstances which do not result in an offer to the public in the U.K. within the meaning of the POS Regulations or otherwise in compliance with all applicable provisions of the POS Regulations. Neither this Offering Memorandum Supplement nor any pricing supplement constitutes an offer or an invitation to subscribe for or purchase any Notes and should not be considered as a recommendation by the Issuer that any recipient of this Offering Memorandum Supplement or any pricing supplement S-2 should subscribe for or purchase any Notes. Each recipient shall be taken to have made its own investigation and appraisal of the ®nancial condition of the Issuer. Each person receiving this Offering Memorandum Supplement acknowledges that (i) such person has been afforded an opportunity to request from the Issuer, and to review, and has received, all additional information considered by it to be necessary to verify the accuracy and completeness of the information contained herein, and (ii) no person has been authorized to give any information or to make any representation concerning the Issuer or the Notes other than those contained herein and, if given or made, such information or representation should not be relied upon as having been authorized by the Issuer. S-3 RECENT DEVELOPMENTS On May 9, 2003, the Issuer announced that it had made a proposal to the Board of Bank of Western Australia Ltd (``BankWest'') in which it currently holds the majority interest of 57%. Under the proposal the Issuer's Australian subsidiary, Scottish Western Australia Holdings Pty Ltd, would acquire all the outstanding shares it does not already control and all options would be cancelled through two Schemes of Arrangement. The Federal Court of Australia made orders approving the Schemes of Arrangement on August 26, 2003 which had previously been approved by BankWest's minority shareholders and option holders at Scheme Meetings held on August 18, 2003. The Schemes
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