EXHIBIT 4(b) (xvii)


[LLOYDS TSB LOGO]


Ms. C.J. McCall


24th September, 2008


DIRECTORSHIP


I am delighted that the board of Lloyds TSB Group plc has confirmed
your appointment as an independent non-executive director with effect from 1st
October, 2008. You will also join the board of Lloyds TSB Bank plc from the
same date. Arrangements for you to join one of the board committees will be
dealt with at a later date.


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.


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 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.


	
 


	



	
 


	
Lloyds TSB Group plc is registered in Scotland no. 95000


	
Registered office: Henry Duncan House, 120 George Street, Edinburgh
 EH2 4LH


	
Lloyds TSB Bank plc is registered in England and Wales no. 2065


	
Registered office: 25 Gresham Street, London EC2V 7HN












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 the presence of a
witness, who should also sign, and 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 have already been in touch with you about your
introduction programme which is being developed. I am also attaching a draft
introduction programme and I shall liaise with you shortly about arranging
meetings.


Sarah Richards has confirmed that we should use your existing ‘Scott
Place’ service address for Companies House purposes.


Directors are encouraged to hold shares in Lloyds TSB 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. I attach a letter form the Group Compliance Director which
gives details of the procedure for dealing in shares, and includes 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.


Finally, I attach a recent announcement regarding the Lloyds TSB/HBOS
merger proposal together with a related guidance note on “do’s and dont’s” for
Lloyds TSB directors and a responsibilities briefing.


/S/ Margaret Coltman


Margaret Coltman

General Counsel & Company Secretary

Lloyds TSB Group plc and

Lloyds TSB Bank plc


Enclosures
Deed of indemnity

Draft introduction programme

Personal details

Personal folder

Letter from the Group Compliance Director

Lloyds TSB/HBOS merger proposal

Guidance note

Responsibilities briefing


	
 


	



	
 


	
Lloyds TSB Group plc is registered in Scotland no. 95000


	
Registered office: Henry Duncan House, 120 George Street, Edinburgh
 EH2 4LH


	
Lloyds TSB Bank plc is registered in England and Wales no. 2065


	
Registered office: 25 Gresham Street, London EC2V 7HN