EXHIBIT 4(b) (viii)


GROUP EXECUTIVE DIRECTOR SERVICE
AGREEMENT


THIS EXECUTIVE SERVICE AGREEMENT is made the 9th day of
February 2009 


BETWEEN 


	
 

	
 

	
 


	
 

	
(1)

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


	
 

	
 

	
 


	
 

	
(2)

	
Truett Tate (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 Executive Director of Wholesale, 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, 


	
 

	
 

	
 


	
 

	
1.2.3

	
the satisfactory completion of
 other recruitment formalities including obtaining any work permit where required.
 


	
 

	
 

	
 


	
 

	
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 


	
	







	
 


	



	
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EXHIBIT 4(b) (viii) 


	
 

	
 

	
 


	
 

	
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 4 August 2003. 


	
 

	
 


	
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 








	
 


	



	
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EXHIBIT 4(b) (viii) 


	
 

	
 


	
 

	
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). 


	
 

	
 


	
 

	
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 £640,000 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 








	
 


	



	
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EXHIBIT 4(b) (viii)


	
 

	
 

	
 


	
 

	
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. 


	
 

	
 


	
 

	
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). 








	
 


	



	
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EXHIBIT 4(b) (viii) 


	
 

	
 


	
 

	
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. 


	
 

	
 


	
 

	
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. 








	
 


	



	
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 Nov 2008 













EXHIBIT 4(b) (viii) 


	
 

	
 


	
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


	
 

	
 


	
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 


	
 

	
 


	



	
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EXHIBIT 4(b) (viii) 


	
 

	
 

	
 


	
 

	
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 


	
 

	
 

	
 


	
 

	
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 


	
 

	
 

	
 


	



	
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EXHIBIT 4(b) (viii) 


	
 

	
 

	
 


	
 

	
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 


	
 

	
 

	
 


	
 

	
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. 


	
 

	
 

	
 


	



	
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EXHIBIT 4(b) (viii) 


	
 

	
 

	
 


	
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 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 


	
 

	
 

	
 


	



	
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EXHIBIT 4(b) (viii) 


	
 

	
 

	
 


	
 

	
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
 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, 


	
 

	
 

	
 


	



	
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EXHIBIT 4(b) (viii) 


	
 

	
 

	
 


	
 

	
 

	
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 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 


	
 

	
 

	
 


	



	
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EXHIBIT 4(b) (viii) 


	
 

	
 

	
 


	
 

	
 

	
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 


	
 

	
 

	
 


	
 

	
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. 


	
 

	
 

	
 


	



	
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EXHIBIT 4(b) (viii) 


	
 

	
 

	
 


	
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 


	
 

	
 

	
 


	
 

	
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; 


	
 

	
 

	
 


	



	
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EXHIBIT 4(b) (viii) 


	
 

	
 

	
 


	
 

	
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. 


	
 

	
 

	
 


	
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 


	
 

	
 

	
 


	



	
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EXHIBIT 4(b) (viii) 


	
 

	
 


	
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; 


	
 

	
 


	
 

	
“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 


	
 

	
 


	



	
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EXHIBIT 4(b) (viii) 


	
 

	
 


	
 

	
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. 


	
 

	
 

	
 

	
 


	
EXECUTED as a DEED by the 

	


	
 

	
/S/ G T Tate


	
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