EXHIBIT 4(b) (vii) 


GROUP EXECUTIVE DIRECTOR SERVICE
AGREEMENT


THIS EXECUTIVE SERVICE AGREEMENT is made the 26th day of
January 2009 


BETWEEN 


	
 

	
 

	
 

	
 


	
 

	
(1)

	
 

	
Lloyds TSB Bank
 plc (the “Employer”);
 and 


	
 

	
 

	
 

	
 


	
 

	
(2)

	
 

	
Tim Tookey (the “Executive”).





Definitions
used in this Agreement are set out in Clause 19.2 below.


IT IS AGREED as follows: 


	
 

	
 

	
 


	
1

	
Appointment
 Pre-Conditions and Term


	
 

	
 

	
 


	
 

	
Appointment


	
 

	
 

	
 


	
1.1

	
Provided the Executive has
 satisfied the conditions set out in Clause 1.2 below, the Employer shall
 employ the Executive as Group Finance Director, Lloyds Banking Group, or in
 such other executive capacity as the Employer may from time to time
 reasonably require (the “Employment”).


	
 

	
 

	
 


	
 

	
Pre-conditions


	
 

	
 

	
 


	
1.2

	
The Executive’s employment is
 conditional upon:


	
 

	
 

	
 


	
 

	
1.2.1

	
the Executive having been
 approved as an “Approved Person” in respect of the Employment by the
 Financial Services Authority under the Financial Services and Markets Act
 2000 (“FSMA Approval”), 


	
 

	
 

	
 


	
 

	
1.2.2

	
the Executive not being prevented
 from taking up employment under this Agreement by any obligation or duty owed
 to a third party, whether contractual or otherwise. 


	
 

	
 

	
 


	
 

	
If the conditions are not
 satisfied then, unless the Employer decides to waive the conditions or the
 parties agree to postpone the Commencement Date until the conditions have
 been satisfied, this Agreement shall not take effect and the Executive shall
 not have any claim for compensation or otherwise against the Employer by
 reason of this.


	
 

	
 

	
 


	
 

	
Term


	
 

	
 

	
 


	
1.3

	
The Employment shall begin on 19
 January 2009 (the “Commencement Date”)
 and shall continue until terminated:


	
 

	
 

	
 


	
 

	
1.3.1

	
by not less than 12 months’
 notice given by the Employer to the Executive; or


	
 

	
 

	
 


	
 

	
1.3.2

	
by not less than 6 months’ notice
 given by the Executive to the Employer; or


	
 

	
 

	
 


	
 

	
1.3.3

	
by retirement under Clause 1.4; or


	
 

	
 

	
 


	
 

	
1.3.4

	
under a provision set out in
 Clause 11.


	
 

	
 

	
 


	
1.4

	
Whilst the Employer’s normal
 retirement age is sixty five (65), the Executive may opt to retire at any
 time after reaching the age of sixty (60).


	
 

	
 

	
 


	
1.5

	
The date on which any continuous
 period of employment began with the Employer or a previous employer which
 counts as part of the Executive’s continuous period of employment with the
 Employer for the purposes of the law relating to redundancy and unfair
 dismissal and for the purposes of commencement of pensionable service, is 19
 April 2006.








	
 


	



	
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EXHIBIT 4(vii) 


	
 

	
 

	
 


	
2

	
Duties of the
 Executive 


	
 

	
 


	
 

	
General Duties 


	
 

	
 


	
2.1

	
The Executive will during the Employment:
 


	
 

	
 


	
 

	
2.1.1

	
devote their whole time,
 attention and skill to the Employment during normal office hours and during
 such other times as may reasonably be required for the effective performance
 of the duties under this Agreement; 


	
 

	
 

	
 


	
 

	
2.1.2

	
properly perform the duties set
 out in this Agreement and properly exercise any powers conferred by this
 Agreement; 


	
 

	
 

	
 


	
 

	
2.1.3

	
accept any offices or
 directorships as reasonably required by the Employer; 


	
 

	
 

	
 


	
 

	
2.1.4

	
comply with any reasonable
 directions of the Board; 


	
 

	
 

	
 


	
 

	
2.1.5

	
comply with all rules,
 regulations policies and codes issued by the Employer that apply to the
 Employment; 


	
 

	
 

	
 


	
 

	
2.1.6

	
comply with all rules,
 regulations and codes imposed or recommended by any industry or regulatory
 body that apply to the Employment; 


	
 

	
 

	
 


	
 

	
2.1.7

	
keep the Chief Executive Officer
 promptly informed of the conduct of the Executive’s duties, plans for the
 future performance of the duties and of any conflict of interest to which the
 Executive is or may become subject; 


	
 

	
 

	
 


	
 

	
2.1.8

	
comply with any policy directions
 or reasonable other directions issued by the Employer; 


	
 

	
 

	
 


	
 

	
2.1.9

	
use best endeavours to promote
 the interests and reputation of every Group Company; and 


	
 

	
 

	
 


	
 

	
2.1.10

	
keep the Employer advised of the
 Executive’s current UK residential address. 


	
 

	
 

	
 


	
 

	
Interests of
 the Executive 


	
 

	
 


	
2.2

	
The Executive will disclose
 promptly in writing to the Employer any interests (for example, shareholdings
 or directorships) whether or not of a commercial or business nature (except
 interests in any Group Company). 


	
 

	
 


	
2.3

	
Subject to Clause 2.4, during the
 Employment (including any Garden Leave Period) the Executive will not be
 directly or indirectly engaged or concerned in the conduct of any activity of
 a commercial or business nature (except as a representative of the Employer
 or with the written consent of the Chief Executive Officer). 


	
 

	
 


	
2.4

	
The Executive may hold or be
 interested in investments which amount to not more than one per cent of the
 issued investments of any class or any one company. 


	
 

	
 


	
2.5

	
The Executive will (and will use
 best endeavours to ensure that the Executive’s spouse and any dependents)
 comply with all rules of law, including Part V of the Criminal Justice Act
 1993, the Model Code appended to Chapter 16 of the Listing Rules of the
 United Kingdom Listing Authority, the Financial Services Authority’s Code of
 Market Conduct and all other rules, policies or codes applicable to the
 Employer or the Executive from time to time in relation to the holding or
 trading of securities (in each case as amended or replaced from time to
 time). 


	
 

	
 


	
2.6

	
The Executive will not directly
 or indirectly receive any benefit from any person having or seeking to have
 business transactions with any Group Company (other than reasonable corporate
 hospitality and seasonal or occasional gifts of limited value). 








	
 


	



	
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EXHIBIT 4(vii) 


	
 

	
 

	
 


	
 

	
Approved Person
 


	
 

	
 


	
2.7

	
During the period of this
 Agreement the Executive will not do anything which could cause the Executive
 to be disqualified from continuing to act as a director of any member of the
 Group or lose approval as an “Approved
 Person” by the Financial Services Authority under the Financial
 Services and Markets Act 2000 in respect of the Employment. 


	
 

	
 


	
 

	
Location 


	
 

	
 


	
2.8

	
The Executive will work in 25
 Gresham Street, London or anywhere else within the United Kingdom required by
 the Employer. The Executive shall travel to such places within or outside the
 United Kingdom as the Employer may specify. 


	
 

	
 


	
3

	
Remuneration 


	
 

	
 


	
3.1

	
During the Employment the
 Employer will pay the Executive a salary of £600,000 per annum or such higher
 salary as may be notified to the Executive from time to time. Salary will be
 paid monthly on or about the 20th day of each month. The Executive shall
 maintain a bank account with a subsidiary of the Lloyds Banking Group into
 which the Executive’s salary shall be paid. 


	
 

	
 


	
3.2

	
The Executive agrees to waive
 payment of any director’s fees or other remuneration payable in respect of
 any directorship held by the Executive with any Group Company. 


	
 

	
 


	
3.3

	
The Executive will be paid such
 bonus at such times and subject to such conditions as the Employer in its
 sole and absolute discretion may from time to time determine. In accordance
 with clause 4.10 below payment of such a bonus or participation in a bonus
 scheme is not a contractual entitlement. 


	
 

	
 


	
3.4

	
The Executive will be entitled to
 participate in any all-employee share schemes or other benefits, or to be
 considered for participation in any discretionary scheme, operated or offered
 by the Employer or any Group Company from time to time in accordance with the
 relevant rules (including without limitation any rules as to eligibility). In
 accordance with clause 4.10 below participation in any share option, share
 incentive or other employee benefit plan, scheme or arrangement is not a
 contractual entitlement. 


	
 

	
 


	
4

	
Pension and
 Other Benefits 


	
 

	
 


	
 

	
Pension 


	
 

	
 


	
4.1

	
Pension arrangements until Change
 Date 


	
 

	
 


	
 

	
Until the Change Date (as defined
 in paragraph 4.2) (or leaving Employment, if earlier), the Executive shall be
 entitled to continue to participate in the Lloyds TSB Group Pension Scheme
 No.2 Pension Investment Plan (the “Current Scheme”) subject to and in
 accordance with the terms of its deed and rules from time to time. 


	
 

	
 


	
 

	
Subject to this (including in
 particular to the rights of any person to amend or terminate the Current
 Scheme) and to the remainder of this Clause 4, the Executive’s membership
 will continue on the basis applicable to the Executive immediately prior to
 the date of the Agreement save that the Employer’s contribution will be 25%
 of the Executive’s annual salary as set out in Clause 3.1 above. 


	
 

	
 


	
 

	
If the Executive is receiving a
 pension allowance instead of or in addition to contributions to a Lloyds TSB
 Group Pension Scheme the Executive will continue to do so on the same basis
 as applied immediately prior to the date of the Agreement. 








	
 


	



	
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EXHIBIT 4(vii) 


	
 

	
 

	
 


	
 

	
Currently, a Contracting-Out
 Certificate pursuant to the provisions of the Pensions Act 1995 is in force
 in respect of the Executive’s employment. 


	
 

	
 


	
4.2

	
Changes to pension arrangements 


	
 

	
 


	
 

	
The Executive acknowledges that
 the Employer intends to replace the Current Scheme with effect from a date to
 be confirmed but which will be no earlier than 1 July 2009 (the “Change
 Date”). The Employer will give the Executive at least 1 month’s prior written
 notice confirming the date which is to be the Change Date. 


	
 

	
 


	
 

	
If the Executive is still in
 Employment on the Change Date, the Executive will cease to accrue benefits
 under the Current Scheme and will be treated as having left service for the
 purposes of the Current Scheme at midnight on the Change Date. 


	
 

	
 


	
       By
 signing this contract, the Executive agrees: 


	
 


	
       (a)

	
that the Executive will cease to
 accrue benefits under the Current Scheme at midnight on the Change Date and
 will be treated as having become a deferred member of the Current Scheme with
 effect from that date; 


	
 

	
 


	
       (b)

	
the Executive will do all things
 which the Employer directs the Executive to do to give effect to this
 including, without limitation, opting out of the Current Scheme, consenting
 to any amendments to the Current Scheme and completing any documentation
 which the Trustee of the Current Scheme may require. 


	
 

	
 


	
       If
 the Employer designates the Current Scheme for the purposes of 4.3, this
 Clause will apply with the necessary
        modifications. 


	
 


	
4.3

	
Pension arrangements from the Change
 Date 


	
 

	
 


	
 

	
If the Executive is still in
 Employment on the day immediately following the Change Date, the Employer
 will offer the Executive the opportunity to join a defined contribution
 pension arrangement selected by the Employer (the “New Scheme”) with effect
 from the day following the Change Date. The New Scheme may (but need not) be
 within the Current Scheme. 


	
 

	
 


	
 

	
The Employer will contribute an
 amount equal to 25% of the Executive’s annual salary referred to in Clause
 3.1 from time to time to the New Scheme. The Executive’s membership of the
 New Scheme will be subject to and in accordance with the terms of its
 governing documentation in force from time to time (including in particular
 to the rights of any person to amend or terminate the New Scheme). The
 Executive will be notified before the Change Date of the terms of the New
 Scheme as they apply to the Executive. 


	
 

	
 


	
 

	
Joining the New Scheme will be
 subject to any requirements under the governing documentation or imposed by
 any provider (including without limitation any completion of application
 forms and provision of evidence of health). 


	
 

	
 


	
 

	
If the Executive does not join
 the New Scheme on the day immediately following the Change Date or
 subsequently opts out, the Employer will pay the Executive an amount equal to
 25% of the annual salary referred to in Clause 3.1 from time to time as a
 non-pensionable cash supplement. The Employer may also at its option permit
 the Executive to opt for contributions to be paid to the New Scheme at a rate
 less than 25% of the annual salary referred to in Clause 3.1 with the balance
 of this amount being paid as a non-pensionable cash supplement. The Employer
 may impose restrictions including, without limitation, a minimum amount which
 must be paid as pension contributions. 








	
 


	



	
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EXHIBIT 4(vii) 


	
 

	
 

	
 


	
 

	
The Executive acknowledges that
 in signing this contract the Executive will be deemed to have opted out of
 the “personal accounts” arrangements due to be implemented from 2012 in the
 United Kingdom (except and to the extent that this is the arrangement which
 the Employer designates as the New Scheme). 


	
 

	
 


	
 

	
The Employer does not currently
 expect that a Contracting-Out Certificate pursuant to the provisions of the
 Pensions Act 1995 will be in force in respect of the Executive’s employment
 after the Change Date. 


	
 

	
 


	
4.4

	
Rights of the Employer 


	
 

	
 


	
 

	
The Employer shall be entitled at
 any time to terminate or vary the Current Scheme or the New Scheme or the
 Executive’s membership of it provided that if it does so before the Change
 Date it will provide an alternative pension scheme for the Executive to
 participate in. 


	
 

	
 


	
 

	
Car Scheme 


	
 

	
 


	
4.5

	
During the Employment the
 Employer shall provide the Executive with a company car subject to and in accordance
 with the rules of the Employer’s car scheme from time to time. The Executive
 may opt instead for a non pensionable cash allowance payable each month. Upon
 termination of the Employment, the Executive shall return any car provided by
 the Employer in good condition (allowing for fair wear and tear). 


	
 

	
 


	
 

	
Life Cover 


	
 

	
 


	
4.6

	
The Executive will be provided
 with Life Cover. The amount of Life Cover in the event of the Executive’s
 death during the Employment will be equal to four times the annual salary set
 out in Clause 3.1 irrespective of whether or not the Executive is a member of
 the Lloyds TSB Group Pension Scheme (No 2). Such Life Cover will be provided
 under the terms of the Lloyds TSB Group Pension Scheme (No.2) (subject to the
 proviso that any Life Cover in excess of the Lifetime Allowance applicable to
 registered pension schemes will be provided by the Employer). 


	
 

	
 


	
 

	
Private Medical
 Cover 


	
 

	
 


	
4.7

	
Provided the Executive complies
 with any eligibility requirements or other conditions from time to time set
 by the Employer and any supplier appointed by the Employer, the Executive may
 participate, during the Employment, in the Employer’s private health scheme.
 Private health cover is provided subject to and in accordance with such terms
 from time to time on which any appointed supplier provides cover and on such
 terms as the Employer may from time to time notify to the Executive. Those
 private health cover arrangements may be reduced, varied or withdrawn by the
 Employer at any time and at its sole and absolute discretion.


	
 

	
 


	
4.8

	
Executive Health Screening 


	
 

	
 


	
 

	
The Executive will be eligible to
 receive, and expected to undertake, an annual confidential executive medical
 screening by a supplier appointed by the Employer. 


	
 

	
 


	
 

	
Deductions


	
 

	
 


	
4.9

	
For the avoidance of doubt, any
 and all remuneration or benefits provided by virtue of this Agreement shall
 be subject to such deductions for tax and National Insurance as the Employer
 is required to make by law or the tax and/or National Insurance authorities. 


	
 

	
 


	
 

	
Other Benefits








	
 


	



	
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EXHIBIT 4(vii) 


	
 

	
 

	
 


	
4.10

	
The Executive acknowledges that
 (except for any specific awards or entitlements notified to the Executive
 individually or by a general notice to staff) participation in any bonus,
 share option, share incentive or other employee benefit plan, scheme or
 arrangement (“Plan”) is not a contractual entitlement and on termination of
 the Employment the Executive will have no right to compensation or otherwise
 against the Employer or any other member of the Group by reason of no longer
 being able to participate in any such Plan. 


	
 

	
 


	
5

	
Expenses 


	
 

	
 


	
5.1

	
The Employer will refund to the
 Executive all reasonable expenses properly incurred by the Executive in
 performing the duties under this Agreement, provided that these are incurred
 in accordance with the Employer’s policy from time to time. The Employer will
 require the Executive to produce receipts or other documents as proof for any
 expenses claimed. 


	
 

	
 


	
6

	
Holiday 


	
 

	
 


	
6.1

	
The Executive shall be entitled
 during the Employment to 30 working days holiday in each calendar year plus
 bank holidays. Holiday may only be taken at such time or times as the Chief
 Executive Officer shall approve. The Executive’s holiday entitlement shall be
 pro rated for the year in which the Employment begins and for the year in
 which the Employment ends. 


	
 

	
 


	
7

	
Confidentiality
 


	
 

	
 


	
7.1

	
Without prejudice to the common
 law duties which the Executive owes to the Employer, the Executive agrees to
 preserve the confidentiality of any trade secrets and/or confidential
 information belonging or relating to the Employer or its employees or
 relating to the Works, in whatever form (written, oral, visual and
 electronic), whether of a technical or commercial nature, disclosed to the
 Executive by or on behalf of the Employer or its employees or otherwise comes
 under the control of the Executive in the course of the Employment (“Confidential Information”), and agrees
 not to (except in so far as may be strictly necessary for the proper
 performance of the duties under this Agreement or with the prior written
 consent of the Employer), copy, use, discuss with or disclose to any third
 party any Confidential Information. This provision will not apply to
 Confidential Information which becomes public other than through unauthorised
 disclosure by the Executive. The Executive will use best endeavours to
 prevent the unauthorised copying, use or disclosure of such information by
 any third party. 


	
 

	
 


	
7.2

	
In the course of the Employment
 the Executive is likely to obtain Confidential Information belonging or
 relating to other Group Companies or other persons. The Executive will treat
 such information as if it falls within the terms of Clause 7.1 and Clause 7.1
 will apply with any necessary amendments to such information. If requested to
 do so by the Employer, the Executive will enter into an agreement with other
 Group Companies or any other persons in the same terms as Clause 7.1 with any
 amendments necessary to give effect to this provision. 


	
 

	
 

	
 


	
7.3

	
The Executive agrees not to,
 either during or after the termination of the Employment (without the written
 consent of the Employer) make any public announcement, statement or comment
 (whether to the media or otherwise) concerning: 


	
 

	
 


	
 

	
7.3.1

	
the affairs of the Employer or
 any other Group Company; 


	
 

	
 

	
 


	
 

	
7.3.2

	
the circumstances of the
 termination of the Employment and any offices with any other Group Company;
 or 








	
 


	



	
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EXHIBIT 4(vii) 


	
 

	
 

	
 


	
 

	
7.3.3

	
anything that may be detrimental
 to the Employer or any other Group Company, 


	
 

	
 

	
 


	
 

	
except as required by law or any
 regulatory body. 


	
 

	
 


	
7.4

	
Nothing in this Agreement will
 prevent the Executive from making a “protected disclosure” in accordance with
 the provisions of the Employment Rights Act 1996. 


	
 

	
 


	
8

	
Intellectual
 Property Rights 


	
 

	
 


	
8.1

	
The Executive shall prepare,
 maintain and promptly disclose to the Employer immediately on creation full
 written details of all Works made, created or developed, wholly or partially,
 by the Executive at any time during the course of the Employment (whether or
 not during working hours or using Group premises or resources). The Executive
 acknowledges that all Intellectual Property Rights subsisting (or which may
 in the future subsist) in any Work shall automatically, on creation, vest in
 the Employer absolutely. To the extent that they do not vest automatically,
 the Executive hereby assigns (or where immediate assignment is not effective,
 agrees to assign) to the Employer, with full title guarantee, all the
 Executive’s Intellectual Property Rights in any Work. Pending assignment, the
 Executive shall hold the Intellectual Property Rights on trust for the
 Employer. The Executive agrees to promptly execute all documents and do all
 acts as may, in the opinion of the Employer, be necessary to give effect to
 this Clause 8.1. 


	
 

	
 


	
8.2

	
So far as permitted by applicable
 laws, the Executive hereby irrevocably waives all moral rights under Chapter
 IV (Moral Rights) of Part 1 of the Copyright, Designs and Patents Act 1988
 (and all similar rights in other jurisdictions), which he may have or will
 have in any Work. 


	
 

	
 


	
8.3

	
The Executive hereby irrevocably
 appoints the Employer to act as the Executive’s attorney to do everything
 necessary to give the Employer the full benefit of the rights under this
 Clause 8. 


	
 

	
 


	
8.4

	
The rights and obligations of the
 parties under this Clause 8 shall continue after expiry or termination of
 this Agreement and are binding on personal representatives of the Executive. 


	
 

	
 


	
9

	
Garden Leave
 and Suspension 


	
 

	
 


	
 

	
Garden Leave 


	
 

	
 


	
9.1

	
At any time after notice to
 terminate the Employment is given by either party, or if the Executive
 resigns without giving due notice and the Employer does not accept the
 Executive’s resignation, the Employer may require the Executive to take a
 period of absence called garden leave (the “Garden
 Leave Period”). The Garden Leave Period shall last for such period
 or periods of the notice period as the Employer shall in its absolute
 discretion determine. The provisions of Clause 9.2 to Clause 9.8 apply to any
 Garden Leave Period. 


	
 

	
 


	
9.2

	
During the Garden Leave Period
 the Executive will not, without prior written consent of the Chief Executive
 Officer, be employed or otherwise engaged in the conduct of any activity,
 whether or not of a business nature. The Employer will have no obligation to
 provide work to the Executive during the Garden Leave Period. Further, the
 Executive will not, unless requested by the Employer: 


	
 

	
 

	
 


	
 

	
9.2.1

	
enter or attend the premises of
 the Employer or any other Group Company; or 








	
 


	



	
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EXHIBIT 4(vii) 


	
 

	
 

	
 


	
 

	
9.2.2

	
contact or have any communication
 with any customer or client of the Employer or any other Group Company in
 relation to the business of the Employer or any other Group Company; or 


	
 

	
 

	
 


	
 

	
9.2.3

	
contact or have any communication
 with any employee, officer, director, agent or consultant of the Employer or
 any other Group Company in relation to the business of the Employer or any
 other Group Company; or 


	
 

	
 

	
 


	
 

	
9.2.4

	
remain or become involved in any
 aspect of the business of the Employer or any other Group Company except as
 required by such companies. 


	
 

	
 

	
 


	
9.3

	
During the Garden Leave Period
 the Executive shall be available to deal with requests for information, be
 available for meetings (unless the Employer has agreed in writing that the
 Executive may be unavailable for a period) and to advise on matters relating
 to work. 


	
 

	
 


	
9.4

	
During the Garden Leave Period
 the Employer may require the Executive to comply with the provisions of
 Clause 12, except that there will be no requirement to return any company car
 in the possession of the Executive. The Employer may also require the
 Executive to resign immediately from any directorship held in the Employer,
 any other Group Company or any other company where such directorship is held
 as a consequence or requirement of the Employment, unless the Executive is
 required by the Employer to perform duties to which any such directorship
 relates in which case the Executive may retain such directorships while those
 duties are ongoing. The Executive hereby irrevocably appoints the Employer to
 be the Executive’s attorney to execute any instrument and do anything in the
 Executive’s name and on their behalf to effect the Executive’s resignation if
 the Executive fails to do so in accordance with this Clause 9.4 


	
 

	
 


	
9.5

	
During the Garden Leave Period,
 the Executive will be entitled to receive the salary and all contractual
 benefits in accordance with the terms of this Agreement. For the avoidance of
 doubt and in accordance with clause 4.10 above the Executive shall not be
 entitled to participate in any bonus or other such incentive scheme. Any
 unused holiday accrued at the commencement of the Garden Leave Period and any
 holiday accrued during any Garden Leave Period will be deemed to be taken by
 the Executive during the Garden Leave Period in relation to day(s) (not being
 a Saturday, Sunday, public or bank holiday) during which the Executive was
 not required to deal with information requests, attend a meeting or give
 advice. 


	
 

	
 


	
9.6

	
The Executive agrees and
 acknowledges that during any Garden Leave Period the Employer may appoint
 another person to carry out duties in substitution of the Executive. 


	
 

	
 


	
9.7

	
At the end of the Garden Leave
 Period, the Employer may, at its sole and absolute discretion, pay the
 Executive basic salary alone in lieu of the balance of any period of notice
 given by the Employer or the Executive (less any deductions the Employer is
 required by law to make). 


	
 

	
 


	
9.8

	
All duties of the Employment
 (whether express or implied), including, but not limited to, the Executive’s
 duties of fidelity, good faith and under Clauses 2.1, 2.2 and 2.3 shall
 continue throughout the Garden Leave Period. 


	
 

	
 


	
 

	
Suspension 


	
 

	
 


	
9.9

	
Without prejudice to the
 Executive’s rights to remuneration and other benefits hereunder, the Employer
 shall have the right at any time to require the Executive not to attend at
 any place of work or otherwise to suspend the Executive from the performance
 of any duties under this Agreement. During the period of such suspension the
 Employer may assign the Executive’s duties, titles or powers to another.
 Further, during such period of suspension 








	
 


	



	
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EXHIBIT 4(b) (vii)


	
 

	
 

	
 


	
 

	
the Employer shall
 be under no obligation to vest in or assign to the Executive any powers or
 duties or to provide any work to the Executive. For the avoidance of doubt,
 during any period of suspension the rights of the Employer and duties of the
 Executive set out in clauses 9.2 – 9.8 above shall apply


	
 

	
 


	
10

	
Restrictions
 after termination of Employment 


	
 

	
 

	
 


	
10.1 

	
The Executive is
 likely to obtain Confidential Information and personal knowledge of and
 influence over employees of the Group during the course of the Employment. To
 protect these interests of the Employer, the Executive agrees with the
 Employer that the Executive will be bound by the following:


	
 

	
 

	
 


	
 

	
10.1.1

	
throughout the
 Employment and during the period of 6 months commencing with the Relevant
 Date the Executive will not (either on their own behalf or with any other
 person, whether directly or indirectly) be employed in, or carry on (or be a
 director of any company engaged in) any business which, is or is about to be
 in competition with any business of the Employer (or any other member of the
 Group) being carried on by such company at the Relevant Date provided the
 Executive was concerned or involved with that business to a material extent
 at any time during the 12 months prior to the Relevant Date; 


	
 

	
 

	
 


	
 

	
10.1.2

	
throughout the
 Employment and during the period of 12 months commencing on the Relevant Date
 the Executive will not (either on their own behalf or for or with any other
 person, whether directly or indirectly) entice or try to entice away from the
 Employer or (as the case may be) any other Group Company any Restricted
 Employee: 


	
 

	
 

	
 


	
 

	
10.1.3

	
throughout the
 Employment and during the period of 12 months commencing on the Relevant Date
 the Executive will not (either on their own behalf or for or with any other
 person, whether directly or indirectly) employe or engage to try to employ or
 engage any Restricted Employee; 


	
 

	
 

	
 


	
 

	
10.1.4

	
throughout the
 Employment and during the period of 12 months commencing on the Relevant Date
 the Executive will not (either on their own behalf or for or with any other
 person, whether directly or indirectly) canvass, solicit or attempt to entice
 away from the Employer or (as the case may be) any other member of the Group
 any business of any Relevant Customer or Prospective Customer in respect of
 the Relevant Services; and 


	
 

	
 

	
 


	
 

	
10.1.5

	
throughout the
 Employment and during the period of 12 months commencing on the Relevant Date
 the Executive will not interfere or endeavour to interfere with the
 continuance of supplies to the Employer and/or any other member of the Group
 or the terms relating to those supplies by any Relevant Supplier.


	
 

	
 

	
 


	
10.2

	
Following the
 Termination Date, the Executive will not hold out as being in any way
 connected with the businesses of the Employer or of any other member of the
 Group (except to the extent agreed by such a company).


	
 

	
 

	
 


	
10.3

	
Any benefit given
 or deemed to be given by the Executive to any Group Company under the terms
 of Clause 10 is received and held on trust by the Employer for the relevant
 Group Company. The Executive will enter into appropriate restrictive
 covenants directly with other Group Companies if asked to do so by the
 Employer. 


	
 

	
 

	
 


	
10.4

	
The Executive
 acknowledges that the provisions of this Clause are fair, reasonable and
 necessary in order to protect the Confidential Information and business
 connections of the


	
 


	



	
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EXHIBIT 4(b) (vii)


	
 

	
 

	
 


	
 

	
Employer, and any
 other member of the Group, to which the Executive has access as a result of
 the Employment


	
 

	
 

	
 


	
10.5

	
Each of the
 obligations in this Clause 10 is an entirely separate and independent
 restriction on the Executive. If any part is found to be invalid or
 unenforceable the remainder will remain valid and enforceable. 


	
 

	
 


	
10.6

	
The Executive
 acknowledges and agrees to draw the provisions of this Clause 10 to the
 attention of any third party who may at any time before or after the
 termination of the Employment offer to employ or engage the Executive in any
 capacity and for whom or with whom the Executive intends to work during the
 12 months following the Termination Date. 


	
 

	
 


	
11

	
Termination 


	
 

	
 


	
 

	
Summary
 Dismissal


	
 

	
 


	
11.1

	
The Employer may
 terminate the Employment at any time forthwith by written notice to the Executive
 (and without any requirement of prior notice) if the Executive shall:- 


	
 

	
 

	
 


	
 

	
11.1.1

	
commit any
 material breach, or continue (after written warning) to commit any breach, of
 the obligations under this Agreement; 


	
 

	
 

	
 


	
 

	
11.1.2

	
be guilty of any
 material misconduct or material neglect in the discharge of the duties; 


	
 

	
 

	
 


	
 

	
11.1.3

	
have a bankruptcy
 order made against them or make any arrangement or composition with the
 Executive’s creditors or have an interim order made against them pursuant to
 the Insolvency Act 1986 (or any re-enactment or amendment thereof for the
 time being in force); 


	
 

	
 

	
 


	
 

	
11.1.4

	
be convicted of
 any criminal offence which in the reasonable opinion of the Employer affects
 the Executive’s position as an employee under this Agreement; 


	
 

	
 

	
 


	
 

	
11.1.5

	
bring the name or
 reputation of the Executive or Employer, or any Group Company into disrepute;
 


	
 

	
 

	
 


	
 

	
11.1.6

	
be or become
 prohibited by law from becoming or remaining a director; 


	
 

	
 

	
 


	
 

	
11.1.7

	
be disqualified or
 disbarred from membership of, or be found to have committed any serious
 disciplinary offence by, or be found not to be a fit and proper person by,
 any professional or regulatory body governing the conduct of the Executive or
 the business of any Group Company;


	
 

	
 

	
 


	
 

	
11.1.8

	
cease to have FSMA
 Approval; or


	
 

	
 

	
 


	
 

	
11.1.9

	
cease to be
 entitled to work in the UK.


	
 

	
 

	
 


	
11.2

	
Where the
 Executive has been summarily dismissed or where the Executive terminates the
 Employment in breach of the notice provisions in Clause 1.3.2, the
 calculation of any payment in lieu of outstanding holiday entitlement owed by
 the Employer to the Executive shall be calculated as being £1.


	
 

	
 

	
 


	
 

	
Absence
 Dismissal


	
 

	
 

	
 


	
11.3

	
If the Executive
 (owing to sickness, injury or otherwise) does not perform the duties under
 this Agreement for a period of at least 26 weeks (or at least 26 weeks in
 aggregate in any period of twelve months) the Employer shall be entitled to
 terminate the Employment by giving to the Executive not less than 3 months’
 notice at any time while the Executive does


	
 


	



	
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EXHIBIT 4(b) (vii)


	
 

	
 

	
 


	
 

	
not perform the
 duties and the Executive shall have no claim for compensation or otherwise
 against the Employer by reason of such termination.


	
 

	
 

	
 


	
 

	
Reconstructions
 or amalgamation


	
 

	
 

	
 


	
11.4

	
If employment of
 the Executive under this Agreement is terminated by reason of the liquidation
 of the Employer for the purpose of reconstruction or amalgamation and the
 Executive is offered employment with any concern or undertaking resulting
 from the reconstruction or amalgamation on terms and conditions materially no
 less favourable overall than the terms of this Agreement, then the Executive
 shall have no claim against the Employer in respect of the termination of the
 Employment (whether or not the notice required by Clause 1.3 shall have been
 given).


	
 

	
 

	
 


	
 

	
Payment
 in lieu of notice


	
 

	
 

	
 


	
11.5

	
The Employer may,
 at any time in its absolute discretion elect to terminate the Employment and
 this Agreement with immediate effect by summary written notice to the
 Executive by paying to the Executive, in lieu of the notice period referred
 to in Clause 1.3 or any part thereof, an amount equivalent to the basic
 salary for such period or part period. Such payment may either be made in
 accordance with Clause 11.7 or, in the Employer’s absolute discretion, in a
 lump sum for the outstanding basic salary in lieu of notice. Such a payment
 or payments shall be subject to such deductions for tax and national
 insurance as are required by law and to any other authorised deductions.


	
 

	
 

	
 


	
11.6

	
For the avoidance
 of doubt:-


	
 

	
 

	
 


	
 

	
(i)

	
If the Employer
 terminates the Executive’s employment other than in accordance with its
 rights under this Agreement any entitlement to damages for breach of contract
 will be assessed on normal common law principles (including the Executive’s
 obligation to mitigate any losses); and


	
 

	
 

	
 


	
 

	
(ii)

	
The right of the
 Employer to make a payment in lieu of notice does not give rise to any right
 for the Executive to receive such a payment.


	
 

	
 

	
 


	
11.7

	
 


	
 

	
 


	
 

	
11.7.1

	
Subject to Clause
 11.7.2, and unless the Employer has decided to make a payment in a lump sum
 for the outstanding basic salary in lieu of notice, the Employer will pay any
 sums due under Clause 11.5 in monthly instalments over the period until the
 date on which notice, if it had been served in accordance with Clause 1.3,
 would have expired (the “Relevant Period”).


	
 

	
 

	
 


	
 

	
11.7.2

	
The Executive is
 obliged to seek alternative income over the Relevant Period and to disclose
 the gross amount of any such income to the Employer as evidenced by payslips
 and/or invoices in a timely manner. The Employer’s future monthly instalment
 payments pursuant to Clause 11.7.1 shall then be reduced by the gross amount
 of such alternative income earned in respect of any part of the Relevant
 Period.


	
 

	
 

	
 


	
 

	
11.7.3

	
Payments shall be
 subject to such deductions for tax and national insurance contributions as
 are required by law and to any other authorised deductions.


	
 

	
 

	
 


	
12

	
Return of
 Property


	
 

	
 

	
 


	
12.1

	
The Executive will
 immediately upon the termination of the Employment return to the Employer at
 such place as the Employer may reasonably specify


	
 

	
 


	


	
 


	
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EXHIBIT 4(b) (vii)


	
 

	
 

	
 


	
 

	
12.1.1

	
all documents and
 other materials (whether originals or copies) made or compiled by or
 delivered to the Executive during the Employment and concerning any Group
 Company, including any Confidential Information and will not retain any
 copies of such documents or materials; and 


	
 

	
 

	
 


	
 

	
12.1.2

	
all other property
 belonging or relating to any Group Company, in good condition (allowing for
 fair wear and tear). 


	
 

	
 

	
 


	
13

	
Directorships 


	
 

	
 


	
13.1

	
The Executive’s
 office in any Group Company is subject to the Articles of Association of the
 relevant company (as amended from time to time). If the provisions of this
 Agreement conflict with the provisions of the Articles of Association, the
 Articles of Association will prevail. 


	
 

	
 


	
13.2

	
The Executive must
 resign from any office held in any Group Company if asked at any time to do
 so by the Employer. 


	
 

	
 


	
13.3

	
By entering into this
 Agreement, the Executive irrevocably appoints the Employer as attorney to act
 in the Executive’s name and on the Executive’s behalf to execute any document
 or do anything in the Executive’s name necessary to effect the Executive’s
 resignation in accordance with Clause 13.2. If there is any doubt as to
 whether such a document (or other thing) has been carried out within the
 authority conferred by this Clause 13.3, a certificate in writing (signed by
 any director or the secretary of the Employer) will be sufficient to prove
 that the act or thing falls within that authority. 


	
 

	
 


	
13.4

	
The termination of
 any directorship or other office held by the Executive will not terminate the
 Executive’s employment or amount to a breach of terms of this Agreement by
 the Employer. 


	
 

	
 


	
13.5

	
During the
 Employment the Executive will not do anything which could cause the Executive
 to be disqualified from continuing to act as a director of any Group Company.
 


	
 

	
 


	
13.6

	
The Executive must
 not resign office as a director of any Group Company without the agreement of
 the Employer. 


	
 

	
 


	
14

	
Disciplinary and
 Grievance Procedures 


	
 

	
 


	
14.1

	
Any disciplinary
 matter affecting the Executive will be dealt with by the [Chief Executive
 Officer].


	
 

	
 


	
14.2 

	
If the Executive
 has any grievance relating to their employment such grievance should be made
 in writing to the Chief Executive Officer. If the Executive is dissatisfied
 with the Chief Executive Officer’s treatment of the grievance, the matter may
 be referred to the Chairman or another non-executive Director.


	
 

	
 


	
15

	
Miscellaneous
 Conditions of Employment 


	
 

	
 


	
15.1

	
The provisions of
 the Employer’s Staff Manual (access to which has been and will remain
 available to the Executive) shall not apply to the Executive’s employment
 with the Employer or form part of this Agreement except for the following
 provisions:- 


	
 

	
 


	
 

	
15.1.1

	
Paragraph 1.12
 Information Security 


	
 

	
 

	
 


	
 

	
15.1.2

	
Paragraph 1.18
 Personal Account Dealing 


	
 

	
 

	
 


	
 

	
15.1.3

	
Paragraph 1.22
 Sick Pay 


	
 


	



	
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EXHIBIT 4(b) (vii)


	
 

	
 

	
 


	
 

	
15.1.4

	
Paragraph 1.23
 Sickness absence reporting 


	
 

	
 

	
 


	
 

	
15.1.5

	
Paragraph 1.24
 Smoking Policy 


	
 

	
 

	
 


	
 

	
If there is any
 conflict between this Agreement and such provisions, then this Agreement
 shall prevail. 


	
 

	
 

	
 


	
15.2

	
There are no
 collective agreements affecting the employment of the Executive. 


	
 

	
 

	
 


	
16

	
Contracts
 (Rights of Third Parties) Act 1999 and Data Protection Act 1998 


	
 

	
 

	
 


	
16.1

	
No person other
 than the parties to this Agreement or any Group Company shall have any right
 to enforce any term of this Agreement under The Contracts (Rights of Third
 Parties) Act 1999. 


	
 

	
 

	
 


	
16.2

	
For the purposes
 of the Data Protection Act 1998 (the “Act”) the Executive consents to the
 holding, processing and disclosure of personal data (including sensitive data
 within the meaning of the Act) provided by the Executive to the Employer for
 all purposes relating to the performance of this Agreement including, but not
 limited to: 


	
 

	
 

	
 


	
 

	
16.2.1

	
administering and
 maintaining personnel records; 


	
 

	
 

	
 


	
 

	
16.2.2

	
paying and reviewing
 salary and other remuneration and benefits; 


	
 

	
 

	
 


	
 

	
16.2.3

	
providing and
 administering benefits (including if relevant, pension, life assurance,
 permanent health insurance and medical insurance); 


	
 

	
 

	
 


	
 

	
16.2.4

	
undertaking
 performance appraisals and reviews; 


	
 

	
 

	
 


	
 

	
16.2.5

	
maintaining
 sickness and other absence records;


	
 

	
 

	
 


	
 

	
16.2.6 

	
taking decisions
 as to the Executive’s fitness for work;


	
 

	
 

	
 


	
 

	
16.2.7

	
providing
 references and information to future employers, and if necessary,
 governmental and quasi-governmental bodies for social security and other
 purposes, Her Majesty’s Revenue and Customs and the Contributions Agency; 


	
 

	
 

	
 


	
 

	
16.2.8

	
providing
 information to future purchasers of the Employer or of the business in which
 the Executive works; and 


	
 

	
 

	
 


	
 

	
16.2.9

	
transferring
 information concerning the Executive to a country or territory outside the
 EEA. 


	
 

	
 

	
 


	
 

	
The Executive
 acknowledges that during the employment the Executive will have access to and
 process, or authorise the processing of personal data and sensitive personal
 data relating to employees, customers and other individuals held and
 controlled by the Employer. The Executive agrees to comply with the terms of
 the Act in relation to such data and to abide by the Employer’s data
 protection policy issued from time to time. 


	
 

	
 

	
 


	
17

	
Other Agreements
 


	
 

	
 

	
 


	
17.1

	
This Agreement
 shall be in substitution for all existing contracts of service or consultancy
 between the Employer or any Group Company and the Executive, which (without
 prejudice to any accrued rights) shall be treated as cancelled with effect
 from the Commencement Date. 


	
 

	
 

	
 


	
17.2

	
This Agreement
 comprises the whole agreement between the Employer and the Executive relating
 to the Employment, to the exclusion of all other warranties, representations
 made in good faith, undertakings and collateral contracts. 


	
 

	
 


	



	
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EXHIBIT 4(b) (vii)


	
 

	
 

	
 


	
18

	
Notices 


	
 

	
 

	
 


	
 

	
Any notice under
 this Agreement shall be in writing and shall either be given personally or be
 sent by prepaid first class post by the Employer to the Executive at their
 home address notified to the Employer pursuant to Clause 2.1 or at any other
 last known UK residential address, or by the Executive to the Employer at its
 address stated above or its other last known address. Any notice sent by the
 Employer by post shall be deemed to have been received two business days
 after the date of posting.


	
 

	
 

	
 


	
19

	
Interpretation 


	
 

	
 

	
 


	
 

	
General
 


	
 

	
 

	
 


	
19.1

	
In this Agreement:
 


	
 

	
 

	
 


	
 

	
19.1.1 

	
where the context
 permits, references to the singular shall include references to the plural
 and vice versa;


	
 

	
 

	
 


	
 

	
19.1.2 

	
the Employer’s
 Staff Manual shall mean the current manual of the Employer entitled “People
 Policies and Practice”, as may be amended or replaced by the Employer from
 time to time at its sole and absolute discretion. Upon any amendment or
 replacement, the references to the paragraphs and sections of the now current
 Employer’s Staff Manual in Clause 15.1 shall be construed so as to be
 references to the provisions of the amended or replaced Employer’s Staff
 Manual dealing with the same subject matter;


	
 

	
 

	
 


	
 

	
19.1.3 

	
references to a
 Clause mean a Clause in this Agreement;


	
 

	
 

	
 


	
 

	
19.1.4 

	
Clause headings
 are inserted for convenience only and shall not affect the construction of
 this Agreement.


	
 

	
 

	
 


	
 

	
Definitions
 


	
 

	
 

	
 


	
19.2

	
In this Agreement
 unless the context otherwise requires: 


	
 

	
 

	
 


	
 

	
“Board” means board of directors of the
 Employer or any duly authorised committee of the same; 


	
 

	
 

	
 


	
 

	
“Chairman” means the Chairman of the
 Lloyds Banking Group plc; 


	
 

	
 

	
 


	
 

	
“Commencement Date” has the meaning given
 in Clause 1.3; 


	
 

	
 

	
 


	
 

	
“Confidential Information” has the meaning
 given in Clause 7.1; 


	
 

	
 

	
 


	
 

	
“Employment” has the meaning given in
 Clause 1.1; 


	
 

	
 

	
 


	
 

	
“FSMA Approval” has the meaning given in
 Clause 1.2. 


	
 

	
 

	
 


	
 

	
“Garden Leave Period” has the meaning
 given in Clause 9.1; 


	
 

	
 

	
 


	
 

	
“Chief Executive Officer” means the Group
 Chief Executive of Lloyds Banking Group plc; 


	
 

	
 

	
 


	
 

	
“Group Company” means any of Lloyds
 Banking Group plc and its subsidiaries (as defined by Section 736 of the
 Companies Act 1985), and “Group”
 means all of them; 


	
 

	
 

	
 


	
 

	
“Intellectual Property Rights” means all
 intellectual property rights, and interests in or to intellectual property
 rights, which may subsist in any part of the world, including where such
 rights are or may be obtained or enhanced by registration, any registrations,
 applications for registrations and rights to apply for registration of such
 intellectual property rights; 


	
 

	
 

	
 


	



	
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EXHIBIT 4(vii) 


	
 

	
 


	
 

	
“Prospective Customer” means any person, firm or company which
 has been engaged in negotiations, with which the Executive has been
 personally involved, with the Employer or any other member of the Group with
 a view to purchasing products or services from the Employer or any other
 member of the Group during the period of 6 months prior to the Termination
 Date; 


	
 

	
 


	
 

	
“Relevant Customer” means any person, firm
 or company which at any time during the 12 months prior to the Termination
 Date was a customer of the Employer or any other member of the Group, with
 whom or which the Executive dealt other than in a de minimis way or for whom
 or which the Executive was responsible in a supervisory or managerial
 capacity on behalf of the Employer or any other member of the Group at any
 time during the said period; 


	
 

	
 


	
 

	
“Relevant Date” means the Termination Date
 or, if earlier, the date on which the Executive commences any Garden Leave
 Period; 


	
 

	
 


	
 

	
“Relevant Services” products and services
 competitive with those supplied by the Employer or any other member of the
 Group at any time during the 12 months prior to the Termination Date in the
 supply of which the Executive was involved or concerned other than in a de
 minimis way at any time during the said period; 


	
 

	
 


	
 

	
“Relevant Supplier” means any person, firm
 or company which at any time during the 12 months prior to the Termination
 Date was a supplier of any goods or services (other than utilities and goods
 or services supplied for administrative purposes) to the Employer or any
 member of the Group and with whom or which the Executive had personal
 dealings during the Employment other than in a de minimis way; 


	
 

	
 


	
 

	
“Restricted Employee” means any person who
 is at the Termination Date or was at any time during the period of 12 months
 prior to the Termination Date employed by or engaged as a consultant in the
 Group in an executive or senior managerial capacity or who reported directly
 to the Executive and with whom the Executive has had dealings other than in a
 de minimis way during the course of the Employment;


	
 

	
 


	
 

	
Termination
 Date”
 means the date on which the Employment terminates; and 


	
 

	
 


	
 

	
“Work(s)” means any idea, method,
 discovery, invention, technical or commercial information, know-how, computer
 program, semiconductor chip layout, database, drawing, literary work,
 product, packaging, design, marketing concept, trade or service mark, logo,
 domain name and all similar works (whether registrable or not and whether
 copyright works or not) made, created, or developed by the Executive, either
 alone or with others, during the term of the Employment (whether in or
 outside the course of the Executive’s duties), which relates to, or is
 capable of being used in, the business of the Employer or any Group Company.


	
 

	
 


	
20

	
Governing Law
 and Jurisdiction


	
 

	
 


	
 

	
This Agreement is
 governed by and will be interpreted in accordance with the law of England and
 Wales. Each of the parties submits to the exclusive jurisdiction of the
 English courts as regards any claim or matter arising under this Agreement. 


	
 

	
 


	
EXECUTED by the
 Executive and a representative of the Employer duly and fully authorized by
 the Board of the Employer to enter into this Agreement on the first date
 mentioned above. 


	
 

	
 


	



	
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EXHIBIT 4(vii) 


	
 

	
 

	
 


	
EXECUTED as a DEED
 by the

	


	
/S/ T J W Tookey


	
Executive


	
 


	
in the presence
 of:


	
 

	
 

	
 


	
Witness’s
 signature

	
 

	
 


	
 

	
 

	
 


	
Name

	
 

	
 


	
Address

	
 

	
 


	
 

	
 

	
 


	
Occupation

	
 

	
 


	
 

	


	
 


	
SIGNED on behalf
 of the Employer:

	
 


	
 

	
 


	
in the presence
 of:

	
 








	
 


	



	
A10192287/0.1/25 Nov
 2008