EXHIBIT 4(b) (xix)


	
 

	
 

	
 


	
 

	
Harry Baines

	
[LLOYDS BANKING GROUP LOGO]


	
 

	
Company Secretary 


	
 

	
& General Counsel

	
 








	
 

	
 

	
 


	
 

	
 

	
Lloyds Banking Group plc


	
 

	
 

	
25 Gresham Street


	
 

	
 

	
London EC2V 7HN


	
Mr. Anthony
 Watson, CBE

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
0131 243 5451
 direct


	
 

	
 

	
0131 243 5546
 facsimile


	
 

	
 

	
harry.baines@lloydsbanking.com
 


	
 

	
 

	
 


	
23rd February,
 2009

	
 

	
 





Dear Tony,


DIRECTORSHIP


As you know, the Financial Services Authority has authorised your
application for approved person/directorship status and I am, therefore,
delighted to confirm your appointment as an independent non-executive director
of Lloyds Banking Group (LBG) from 2nd April, 2009. You will also join the
boards of Lloyds TSB Bank plc, HBOS plc and Bank of Scotland plc from the same
date.


Arrangements for you to join one or more of the LBG board committees
will be considered in due course.


So that we may attend to the usual formalities, I should be grateful if
you would review and complete the enclosed forms and return them to me.


Any future changes to the information in these forms, including any
which might affect your position as an independent non-executive director or
constitute a conflict of interests, should be routed through me, please.


I am enclosing explanatory notes about conflicts of interests, together
with a questionnaire which I should be grateful if you would complete, sign and
return to me. An associated note about hospitality and benefits from 3rd
parties is also attached for information only.


You will see from the items in the attached folder that non-executive
directors are appointed for specified terms, with the initial term not
exceeding three years, subject to the provisions of the Companies Act and the
articles of association, including those relating to election/re-election by
the shareholders at annual general meetings. Further terms would be
appropriate, if you and the board were to agree in due course.


An indication of the amount of time non-executive directors are
expected to devote to the company’s affairs is outlined in section (5) of item
1(E) of the folder. By accepting these appointments, you have confirmed that
you are able to allocate sufficient time to meet the 









EXHIBIT 4(b) (xix)


expectations of your role. We should, therefore, be grateful if you
would seek the agreement of the Chairman before accepting additional
commitments that might impact on the time you are able to devote to your role
as a non-executive director of the companies.


There is also information in the folder about the role, duties and
responsibilities of directors, as well as details regarding fees for board and
committee membership.


Other information included in the folder relates to the process
regarding the evaluation of the performance of the board, its committees and
individual directors; directors’ and officers’ liability insurance; taking
independent professional advice at the company’s expense; and board committees.


It is the Group’s current policy to indemnify its directors and a deed
of indemnity is attached. Would you please sign the deed (in duplicate) in the
presence of a witness, who should also sign, and then return it to me. I shall
arrange for a copy of the completed deed to be sent to you in due course.


Details about the induction arrangements for new directors are given in
item 1(H) of the folder. We are also developing an introduction programme for
you and a copy is attached. We will be in touch with Jenny Wild shortly
regarding arrangements for the meetings.


Thank you for confirming that you would like us to apply to the
Registrar of Companies to have a “service address” recorded at Companies House
for security purposes, rather than have your usual residential address
displayed in public. I have drafted the form for you to complete accordingly.
You are encouraged to use the above mentioned Gresham Street address for
business correspondence whenever appropriate. Arrangements will, of course, be
made to send you any mail received here.


Directors are encouraged to hold shares in Lloyds Banking Group plc and
unless you already have a shareholding, you may wish to buy some, so that it
appears in the report and accounts, at the end of the year, that you have a
stake in the group. In due course, the Group Compliance Director will send you
details of the procedure for dealing in shares, together with explanatory notes
on the code of market conduct/model code. 


I am sorry about the formality of this letter, which is designed to be
publicly available, to meet corporate governance requirements.


I hope that you will not hesitate to contact me for assistance in any
matters during the term of your directorship.


/S/ Harry Baines


Harry Baines

Company Secretary & General Counsel


Enclosures
Deed
of indemnity

Personal details

Personal folder