EXHIBIT 4(b) (v)


GROUP EXECUTIVE
DIRECTOR SERVICE AGREEMENT


THIS
EXECUTIVE SERVICE AGREEMENT is made the 22nd day of January 2009


BETWEEN


	
 

	
 

	
 


	
 

	
(1)

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


	
 

	
 

	
 


	
 

	
(2)

	
J Eric Daniels (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 Chief Executive, 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 1st November 2001.








	
 


	



	
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EXHIBIT 4(b) (v)


	
 

	
 

	
 


	
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
 Chairman 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 Chairman).


	
 

	
 

	
 


	
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(b) (v)

	
 

	
 


	
 

	
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 £1,035,000 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 5 April 2012


	
 

	
 


	
 

	
Until 5
 April 2012 (or leaving Employment, if earlier), the Executive shall be
 entitled to continue to participate in the Lloyds TSB Group Pension Scheme
 No.2 (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 at the date of this
 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.








	
 


	



	
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EXHIBIT 4(b) (v)

	
 

	
 

	
 


	
4.2 

	
Additional
 Augmentation


	
 

	
 

	
 


	
 

	
The
 Employer confirms that as a result of the Executive remaining in employment
 for in excess of three years from the date of the commencement of pensionable
 service as set out in Clause 1.5, the Employer has augmented the Executive’s
 pension by an additional 3/60ths. To the extent consistent with Inland
 Revenue limits and the Scheme Rules, the Employer has directed the trustees
 of the Scheme to provide this augmentation. Any amounts which cannot be paid
 from the Scheme will be paid by the Employer. The Executive will not be able
 to commute the element of his pension which has been paid by the Employer for
 a cash sum on retirement. 


	
 

	
 

	
 


	
4.3 

	
Changes to pension
 arrangements


	
 

	
 

	
 


	
 

	
If the
 Executive is still an employee and is still a member of the Current Scheme on
 5 April 2012, the Executive will cease to accrue benefits on a final salary
 basis and will be treated as having left service for the purposes of the
 Current Scheme at midnight on 5 April 2012. If the Executive agrees, an
 earlier date may be substituted for 5 April 2012.


	
 

	
 

	
 


	
 

	
By signing
 this contract, the Executive agrees:


	
 

	
 

	
 


	
 

	
(a)

	
that the
 Executive will cease to accrue benefits on a final salary basis at midnight
 on 5 April 2012 and will be treated as having become a deferred member of the
 final salary section of the Current Scheme with effect from that date for all
 purposes of that section. In particular, but without limitation, the
 Executive agrees that (a) benefits will no longer be linked to final
 pensionable salary and (b) if the Executive is permitted to retire early on
 or after 6 April 2012, the terms applicable to deferred members will apply;


	
 

	
 

	
 


	
 

	
(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.


	
 

	
 

	
 


	
4.4 

	
Pension
arrangements from 6 April 2012 


	
 

	
 

	
 


	
 

	
If the
 Executive is still an employee on 6 April 2012 with effect from that date,
 the Employer will offer the Executive the opportunity to join a defined contribution
 pension arrangement selected by the Employer (the “New 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 of the terms of the new
 Scheme as they apply to the Executive before 6 April 2012.


	
 

	
 

	
 


	
 

	
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 6 April 2012 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 








	
 


	



	
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EXHIBIT 4(b) (v)

	
 

	
 


	
 

	
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
 Executive will be notified as to whether a Contracting-Out Certificate
 pursuant to the provisions of the Pensions Act 1995 will be in force in
 respect of the Executive’s employment on or after 6 April 2012.


	
 

	
 


	
 

	
Neither the
 contribution paid by the Employer into the New Scheme or the non pensionable
 cash supplement will be taken into account for the purposes of calculating
 bonus or other such payments as provided for in clauses 3.3 and 3.4 above


	
 

	
 


	
4.5

	
Rights of
 the Employer


	
 

	
 


	
 

	
The
 Employer shall be entitled at any time to terminate or vary the Current
 Scheme or the New Scheme the Executive’s membership of it provided that it
 provides an alternative pension scheme (“the Alternative Scheme) for the
 Executive to participate in. 


	
 

	
 


	
 

	
It may be
 that any time before 5th April 2012 the Employer adversely varies
 the terms of the Current Scheme as they apply to the Executive, and in that
 case such variation does not apply either to all active members of the
 Current Scheme or to all active members of the Current Scheme who, in the
 opinion of the Employer, are in a category of membership equivalent to the
 Executive.


	
 

	
 


	
 

	
If so, the
 Employer shall provide an alternative pension scheme in respect of
 pensionable service until 5 April 2012 (the “Alternative Scheme”) the
 benefits of which taken as a whole shall be, in the opinion of the Employer,
 materially no less favourable than the benefits provided for the Executive
 under the Current Scheme immediately before joining the Alternative Scheme
 and the references at [4.2] and in the first paragraph of [4.4] to the
 Current Scheme shall then be read as references to the Alternative Scheme.
 However, this will not apply in respect of any period commencing on a date
 prior to 5th April 2012 on which the Executive agrees for the
 purposes of [4.2 above] that the Executive should be treated as leaving
 service under the Current Scheme.


	
 

	
 


	
 

	
Car Scheme


	
 

	
 


	
4.6

	
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


	
 

	
 


	
4.7

	
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 








	
 


	



	
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EXHIBIT 4(b) (v)

	
 

	
 


	
 

	
Life Cover
 in excess of the Lifetime Allowance applicable to registered pension schemes
 will be provided by the Employer).


	
 

	
 


	
 

	
Private Medical
 Cover


	
 

	
 


	
4.8

	
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 and their family 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.


	
 

	
 


	
 

	
Executive Health
 Screening


	
 

	
 


	
4.9

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


	
 

	
 


	
 

	
Tax and Financial
 Planning Support


	
 

	
 


	
4.10

	
During
 employment with the Employer, the Employer will make payments to the
 Executive for the cost of obtaining professional advice relating to tax and
 financial planning (including for the avoidance of doubt the annual cost of
 US and UK tax preparation) to the sum of £25,000 per annum, less any
 deduction which the Employer is required by law to make.


	
 

	
 


	
 

	
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 Chairman 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.








	
 


	



	
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EXHIBIT 4(b) (v)

	
 

	
 

	
 


	
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


	
 

	
 

	
 


	
 

	
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.








	
 


	



	
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EXHIBIT 4(b) (v)

	
 

	
 

	
 


	
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 Chairman, 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
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EXHIBIT 4(b) (v)

	
 

	
 

	
 


	
 

	
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 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 








	
 


	



	
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EXHIBIT 4(b) (v)

	
 

	
 

	
 


	
 

	
 

	
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 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 








	
 


	



	
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EXHIBIT 4(b) (v)

	
 

	
 

	
 


	
 

	
 

	
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 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 








	
 


	



	
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EXHIBIT 4(b) (v)

	
 

	
 

	
 


	
 

	
 

	
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


	
 

	
 


	
 

	
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.








	
 


	



	
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EXHIBIT 4(b) (v)

	
 

	
 

	
 


	
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
 Chairman.


	
 

	
 


	
14.2

	
If the
 Executive has any grievance relating to their employment such grievance
 should be made in writing to the Chairman. If the Executive is dissatisfied
 with the Chairman’s treatment of the grievance, the matter may be referred to
 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;








	
 


	



	
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EXHIBIT 4(b) (v)

	
 

	
 

	
 


	
 

	
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.


	
 

	
 


	
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;








	
 


	



	
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EXHIBIT 4(b) (v)

	
 

	
 

	
 


	
 

	
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; 


	
 

	
 


	
 

	
“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;








	
 


	



	
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EXHIBIT 4(b) (v)

	
 

	
 


	
 

	
“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.








	
 

	
 

	
 


	
EXECUTED as
 a DEED by the 

 Executive
 

	


	
/S/ J E
 Daniels


	
 


	
in the
 presence of:


	
 

	
 

	
 


	
Witness’s
 signature

	
 

	
 


	
 

	
 

	
 


	
Name

	
 

	
 


	
Address

	
 

	
 


	
 

	
 

	
 


	
Occupation

	
 

	
 


	
 

	
 

	
 


	
SIGNED on
 behalf of the Employer:

	


	
 


	
 

	
 


	
in the
 presence of:

	
 








	
 


	



	
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