Issue of €14,500,000 Floating Rate Guaranteed Notes due May 2015 Guaranteed by Provident Financial Management Services Limited, Provident Personal Credit Limited, Greenwood Personal Credit Limited and Provident Investments plc under the £2,000,000,000

Euro Medium Term Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 10 September 2010 and the Supplement dated 1 March 2011 which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Offering Circular as so supplemented. Full information on the Issuer, the Guarantor(s) and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular as so supplemented. The Offering Circular and the Supplement are available for viewing at www.providentfinancial.com and during normal business hours at Deutsche Bank AG, London Branch, 1 Great Winchester Street, London EC2N 2DB and copies may be obtained from Provident Financial plc, No. 1 Godwin Street, Bradford, West Yorkshire BD1 2LQ.

1.	(a)	Issuer:	Provident Financial plc
	(b)	Guarantors:	Provident Financial Management Services Limited Provident Personal Credit Limited Greenwood Personal Credit Limited Provident Investments plc
2.	(a)	Series Number:	3
	(b)	Tranche Number:	1
3.		Specified Currency or Currencies:	Euro $(\epsilon)$
4.		Aggregate Nominal Amount:
	(a)	Series:	€14,500,000
	(b)	Tranche:	€14,500,000
5.	Issue Price:		100 per cent. of the Aggregate Nominal Amount
6.	(a)	Specified Denominations:	€50,000
	(b)	Calculation Amount:	€50,000
7.	(a)	Issue Date:	24 May 2011
	(b)	Interest Commencement Date:	Issue Date
8.		Maturity Date:	Interest Payment Date falling in or nearest to May 2015
9.	Interest Basis:		Three month $EURIBOR + 4.00$ per cent. Floating Rate (further particulars specified below)
10.		Redemption/Payment Basis:	Redemption at par
11.		Change of Interest Basis or Redemption/Payment Basis:	Not Applicable
12.		Put/Call Options:	Issuer Call (further details specified below)
13.	(a)	Status of the Notes:	Senior

	(b)	Status of the Guarantee:		Senior
	(c)		Date Board approval for issuance of Notes and Guarantees obtained:	20 May 2011 and 20 May 2011, respectively
14.		Method of distribution:		Non-syndicated
				PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.			Fixed Rate Note Provisions	Not Applicable
16.	Floating Rate Note Provisions			Applicable
	(a)	Specified Period(s)/ Specified Interest Payment Dates:		24 August, 24 November, 24 February and 24 May in each year from, and including, 24 August 2011 to, and including, the Maturity Date
	(b)		Business Day Convention:	Modified Following Business Day Convention
	(c)	Additional Business $Centre(s)$ :		Not Applicable
	(d)	Manner in which the Rate of Interest and Interest Amount is to be determined:		Screen Rate Determination
	(e)		Party responsible for calculating the Rate of Interest and Interest Amount (if not the Agent):	Not Applicable
	(f)		Screen Rate Determination:
		$\bullet$	Reference Rate:	Three month EURIBOR
			Interest Determination $Date(s)$ :	The second day on which the TARGET2 System is open prior to the start of each Interest Period
			Relevant Screen Page:	Reuters EURIBOR01
	(g)	ISDA Determination:		Not Applicable
	(h)	Margin(s):		$+4.00$ per cent. per annum
	(i)	Minimum Rate of Interest:		Not Applicable
	(j)	Maximum Rate of Interest:		Not Applicable
	(k)	Day Count Fraction:		Actual/360
	(1)	Fallback provisions, rounding provisions and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from		Not Applicable
		Conditions:	those set out in the

17.	Zero Coupon Note Provisions			Not Applicable
18.	Index Linked Interest Note Provisions			Not Applicable
19.	Provisions		Dual Currency Interest Note	Not Applicable
			PROVISIONS RELATING TO REDEMPTION
20.	Issuer Call:			Applicable
	(a)	Optional Redemption Date:		24 May 2014
	(b)	Optional $amount(s)$ :	Redemption Amount and method, if any, of calculation of such	€50,000 per Calculation Amount
	(c)		If redeemable in part:
		(i)	Minimum Redemption Amount:	Not Applicable
		(ii)	Maximum Redemption Amount:	Not Applicable
	(d)	as Conditions):	Notice period (if other than set out in the	The Issuer may, having given not less than 5 Business Days' notice to the Noteholders (in accordance with Condition 14), the Trustee and to the Agent (which notices shall be irrevocable and shall specify the date fixed for redemption) redeem all or some only of the Notes then outstanding on the Optional Redemption Date and at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date.
21.	Investor Put:			Not Applicable
22.			Final Redemption Amount:	€50,000 per Calculation Amount
23.	Early Redemption Amount payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in Condition 7.5):			€50,000 per Calculation Amount
			GENERAL PROVISIONS APPLICABLE TO THE NOTES
24.	Form of Notes:

Temporary Global Note exchangeable for a Permanent Global Note $\tilde{\mathbf{c}}$ $(a)$ Form: which is exchangeable for definitive Notes only upon an Exchange Event $(b)$ New Global Note: Yes Not Applicable 25. Additional Financial Centre(s) or

	Payment Days:	other special provisions relating to
26.		Talons for future Coupons or Receipts to be attached to definitive Notes (and dates on which such Talons mature):	No
27.		Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:	Not Applicable
28.		Details relating to Instalment Notes:
	(a)	Instalment Amount(s):	Not Applicable
	(b)	Instalment Date(s):	Not Applicable
29.	Redenomination applicable:		Redenomination not applicable
30.		Other final terms:	Not Applicable
	DISTRIBUTION
31.	(a)	If syndicated, names of Managers:	Not Applicable
	(b)	Date of Subscription Agreement:	Not Applicable
	(c)	Stabilising Manager(s) (if any):	Not Applicable
32.	If non-syndicated, name of relevant Dealer:		J.P. Morgan Securities Ltd.
33.		U.S. Selling Restrictions:	Reg. S Compliance Category 2; TEFRA D
34.		Additional selling restrictions:	Not Applicable

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on the London Stock Exchange's Regulated Market and admission to the Official List of the UK Listing Authority of the Notes described herein pursuant to the £2,000,000,000 Euro Medium Term Note Programme of Provident Financial plc.

RESPONSIBILITY

The Issuer and the Guarantors accept responsibility for the information contained in these Final Terms.

Signed on behalf of Provident Financial plc:

By Duly authorised

Signed on behalf of Provident Financial Management Services Limited, Provident Personal Credit Limited, Greenwood Personal Credit Limited and Provident Investments plc:

$E_{\text{Duly authorised}}$ By: $\qquad \qquad$

$\tilde{\alpha}$

PART B - OTHER INFORMATION

$\mathbf{1}$ . LISTING AND ADMISSION TO TRADING

$(i)$ Listing and Admission to Application has been made by the Issuer (or on its behalf) for the Notes trading to be admitted to trading on the London Stock Exchange's Regulated Market and admission to the Official List of the UK Listing Authority with effect from 24 May 2011.
£3,600 $(ii)$ Estimate of total expenses related to admission to trading:

$2.$ RATINGS

Ratings:

The Notes to be issued under the Programme have generally been rated:

BBB Fitch Ratings Ltd:

Fitch Ratings Ltd is established in the European Union and has applied for registration under Regulation (EC) No. 1060/2009, although notification of the corresponding registration decision has not yet been provided by the relevant competent authority.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE $3.$

Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.

REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES 4.

See "Use of Proceeds" in the Offering Circular $(i)$ Reasons for the offer

5. OPERATIONAL INFORMATION

$(i)$ ISIN Code: XS0627787335 $(ii)$ Common Code: 062778733 $(iii)$ Any clearing system(s) Not Applicable other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): $(iv)$ Delivery against payment Delivery: $(v)$ Names and addresses of Not Applicable additional Paying Agent(s) $(if any):$ $(vi)$ Intended to be held in a manner which would allow Eurosystem eligibility:

Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.

0090520-0000014 ICM:12704027.5

AI Terminal

Vanquis Banking Group (formerly: Provident Financial Plc)

6286_rns_2011-05-20_2ffb4d48-840a-485a-9778-6c04fbf8c5a7.pdf

PROVIDENT FINANCIAL PLC