Exhibit 4(a) (v)


EXECUTION VERSION


REGISTRATION RIGHTS AGREEMENT,
dated January 12, 2009 (this “Agreement”)
between Lloyds TSB Group plc, a company incorporated in Scotland (the “Company”) and The Commissioners of Her
Majesty’s
Treasury (the “Investor”).


RECITALS


          A.
The Placing and Open Offer Agreement. The Company and the Investor are parties
to a Placing and Open Offer Agreement, effective as of October 13, 2008, as
amended by an amendment agreement dated January 12, 2009 (as so amended, the “Placing and
Open Offer Agreement”),
pursuant to which the Investor has undertaken to purchase Ordinary Shares (as
defined below) from the Company.


          B.
Registration Rights. In connection with the consummation of the
transactions contemplated by the Placing and Open Offer Agreement, and pursuant
to the terms of the Placing and Open Offer Agreement, the parties desire to
enter into this Agreement in order to grant certain registration rights to the
Investor as set forth below.


          NOW, THEREFORE, in consideration of the
premises and of the representations, warranties, covenants and agreements set
forth herein, the parties agree as follows:


ARTICLE I



GENERAL


1.1. Definitions.
As used in this Agreement, the following terms shall have the following respective
meanings:


          “Amended
Shelf Registration Statement” has the meaning ascribed to it in
Section 2.1(d). 


          “Approved
Underwriter” has the meaning ascribed to it in Section 2.1(b).


          “ADSs”
means American Depositary Shares of the Company, each representing 20 Ordinary
Shares.


          “Board of
Directors” has the meaning ascribed to it in Section 2.2(b).


          “Close Period”
means any close period as defined in Annex I to Chapter 9 of the Listing Rules
made by the UK Financial Services Authority pursuant to Part VI of the
Financial Services and Markets Act 2000 in relation to the Company.


          “Earliest
Demand Registration Date” means July 22, 2009.


          “Exchange Act” means the Securities
Exchange
Act of 1934, as amended, or similar federal statute, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect at
the time.






          “Holder” means the Investor and any other
holder of Registrable Securities to whom the registration rights conferred by
this Agreement have been transferred in compliance with Section 2.10 hereof.


          “Holders’ Counsel” means one
counsel for the
Investor or selling Holders chosen by (i) Holders holding a majority interest
in the Registrable Securities being registered, or (ii) agreement between them.


          “Initiating
Holder” has the meaning ascribed to it in Section 2.1(a).


          “Notice of
Demand” has the meaning ascribed to it in Section 2.1(a).


          “Other
Shareholder” has the meaning ascribed to it in Section 2.2(c).


          “Ordinary Shares” has the meaning
ascribed
to it in the Placing and Open Offer Agreement, and includes ADSs.


          “Person” means any individual,
corporation,
partnership, joint venture, wholly owned (whether directly or indirectly)
entity, limited liability company, business trust, joint stock company, trust
or unincorporated organization or any government or any agency or political
subdivision thereof.


          “Permitted
Registration Rights” has the meaning ascribed to it in Section
2.13(a).


          “Piggyback
Registration” has the meaning ascribed to it in Section 2.2(a).


          “Placing and
Open Offer Agreement” has the meaning ascribed to it in Recital A.


          “Register,”
“registered,”
and “registration” shall refer to
a registration effected by preparing and (a) filing a registration statement in
compliance with the Securities Act and applicable rules and regulations
thereunder, and the declaration or ordering of effectiveness of such registration
statement or (b) filing a prospectus and/or prospectus supplement in respect of
an appropriate effective registration statement on Form F-3 (or any successor
form).


          “Registrable Securities” means (a) the
Ordinary Shares acquired by the Investor pursuant to the terms of the Placing
and Open Offer Agreement including, for the avoidance of doubt, any Ordinary
Shares issued to the Investor upon exchange for HBOS Ordinary Shares (as
defined in the Placing and Open Offer Agreement) and (b) any other securities
of the Company issued or issuable as distribution with respect to or in
exchange or replacement for or on exercise of any shares referred to in clause
(a); provided that the Ordinary Shares shall cease to be Registrable
Securities when (i) they are sold pursuant to an effective registration
statement under the Securities Act, (ii) they are sold pursuant to Rule 144
under the Securities Act, (iii) they shall have ceased to be outstanding or
(iv) they have been sold, distributed or otherwise transferred in a transaction
(including a sale over the London Stock Exchange or any other stock exchange on
which the Company’s Ordinary Shares are listed) in which the transferor’s
rights under this Agreement are not assigned, transferred or novated to the
transferee of the Ordinary Shares. No Registrable Securities may be registered
under more than one registration statement at any one time.


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          “Registration Expenses” means all
expenses
incurred by the Company or any Holder in effecting any registration pursuant to
this Agreement, including, without limitation, all registration and filing
fees, printing expenses, fees and disbursements of counsel for the Company,
blue sky fees and expenses, fees and disbursements of Holders’ Counsel, and
expenses of the Company’s independent accountants in connection with any
regular or special reviews or audits incident to or required by any such
registration, but shall not include (a) Selling Expenses and (b) the
compensation of regular employees of the Company, which shall be paid in any
event by the Company.


          “SEC” or “Commission” means
the U.S.
Securities and Exchange Commission and any successor agency.


          “Securities Act” shall mean the
Securities
Act of 1933, as amended, or similar federal statute, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect at
the time.


          “Selling Expenses” means all underwriting
discounts, selling commissions and stock transfer taxes applicable to the sale
of Registrable Securities and fees and disbursements of counsel for any Holder
(other than the fees and disbursements of counsel included in Registration
Expenses).


          “Wholly Owned
Entity” has the meaning ascribed to it in Section 2.10(a). 


ARTICLE II


REGISTRATION


2.1. Demand
Registration.


          (a)
Subject to the conditions of this Section 2.1, if at any time the Company shall
receive a written request from a Holder (the “Initiating Holder”) that the
Company register under the Securities Act Registrable Securities, which request
shall include the amount of Registrable Securities proposed to be sold and the
intended method of distribution thereof (a “Notice of Demand”), then the
Company shall, subject to the limitations of this Section 2.1, effect, as promptly
as reasonably practicable, the registration under the Securities Act of all
Registrable Securities that the Initiating Holder requests to be registered.


          (b)
If the Initiating Holder intends to distribute the Registrable Securities
covered by its Notice of Demand by means of an underwritten offering, (1) it
shall so advise the Company as a part of its Notice of Demand made pursuant to
this Section 2.1 and (2) it shall have the right to appoint a managing
underwriter or underwriters of recognized international standing, which
appointment shall be subject to the approval of the Company, which approval
shall not be unreasonably withheld or delayed (the “Approved Underwriter”), provided
that to the extent appropriate and permitted under applicable law, such
Initiating Holder shall consider the qualifications of any broker-dealer
affiliate of the Company in selecting the managing underwriters in any such
distribution.


3






          (c)
The Company shall not be required to effect a registration pursuant to this
Section 2.1: (i) prior to the Earliest Demand Registration Date, (ii) unless
the anticipated aggregate offering price to the public exceeds $100,000,000 (provided
that if the anticipated aggregate offering price to the public of all Registrable
Securities that remain outstanding at the time is less than $100,000,000, the
Company shall be required to effect the registration for all of the remaining
outstanding Registrable Securities), (iii) more than two (2) times in any
twelve (12) month period and after each of such registrations has been declared
or ordered effective and kept effective by the Company as required by Section
2.5(a) of this Agreement; (iv) with respect to a registration of Registrable
Securities during the period starting with the date thirty (30) calendar days
prior to the Company’s good faith estimate of the launch date of, and ending on
a date ninety (90) calendar days after the closing date of, a Company-initiated
registered offering of equity securities or securities convertible into or
exchangeable for equity securities; provided that the Company is
actively employing in good faith all reasonable best efforts to launch such
registered offering; (v) during any Close Period; or (vi) if the Company has
notified the Holders that in the good faith judgment of the Company, it would
be materially detrimental to the Company or its securityholders for such
registration to be effected at such time, in which event the Company shall have
the right to defer such filing (but not the preparation of any registration
statement) for a period of not more than ninety (90) calendar days after
receipt of Notice of Demand; provided that such
right to delay a request shall be exercised by the Company not more than two
(2) times in any twelve (12) month period and in any case for not more than
ninety (90) calendar days in the aggregate in any twelve (12) month period. For
the avoidance of doubt, if in any twelve (12) month period, the Company effects
a registration or underwritten offering of Registrable Securities in accordance
with the requirements of this Section 2.1 two (2) times, it will not be
required to effect a further registration or underwritten offering of
Registrable Securities in such twelve (12) month period, and any Notice of
Demand communicated to the Company during such period, from any Holder, shall
be of no force and effect.


          (d)
One registration pursuant to this Section 2.1 may be required by a Holder to be
effected by means of a shelf registration statement (a “Shelf Registration Statement”)
relating to any or all of the Registrable Securities in accordance with the
methods and distribution set forth in the Shelf Registration Statement and Rule
415 under the Securities Act. The Company shall use its reasonable best efforts
to cause any Shelf Registration Statement to remain effective, except during
the periods described in Section 2.6, including by filing extensions of the
Shelf Registration Statement; provided that (i) no provision of this
Agreement shall prevent the Company from fulfilling its obligations under this
Section 2.1(d) by amending the Company’s shelf registration statement on Form
F-3 to allow the offer and sale of Ordinary Shares (an “Amended Shelf Registration Statement”)
and (ii) during any time when a Shelf Registration Statement (including an
Amended Shelf Registration Statement) is effective, the Company’s obligations
to effect the registration of Registrable Securities pursuant to Section 2.1(a)
shall be deemed satisfied, and any underwritten offering of securities carried
out pursuant to this Section 2.1 shall be effected by way of an offering under
the Shelf Registration Statement (including an Amended Shelf Registration
Statement) and otherwise in accordance with the terms, requirements and
limitations set forth in this Agreement. 


2.2. Right
to Piggyback.


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          (a)
Whenever the Company proposes to register any of its equity securities under
the Securities Act (except (a) for any registration of securities for
offering and sale to employees or directors of the Company pursuant to any
employee stock plan or other employee benefit plan arrangement, including
pursuant to a registration statement on Form S-8 or any successor thereto,
(b) pursuant to a demand registration effected in accordance with Section
2.1 or (c) for any registration of securities on Form F-4 or any successor
thereto and other than solely pursuant to a registration statement on Form
F-6), the Company shall (i) as soon as practicable (but in no event less
than thirty (30) calendar days prior to the proposed date of filing of the
related registration statement), give written notice to the Holders of
its intention to effect such a registration; and (ii) shall register under
such registration statement all Registrable Securities (in accordance with the
priorities set forth in subsections (b) and (c) below) with respect to which
the Company shall have received written requests therefor within fifteen
(15) calendar days after delivery of the Company’s notice (each such
registration, a “Piggyback Registration”). 


          (b)
If a Piggyback Registration is an underwritten primary registration on behalf
of the Company and the managing underwriters advise the Board of Directors of
the Company (“the Board of Directors”) in writing that in
their opinion the total number of shares of equity securities (including the
Registrable Securities) requested to be included in the registration would
prevent the underwriters from completing such offering, then the Company shall
promptly provide the Holders with a copy of such advice and consult with the
Holders with respect to such advice, and after such consultation shall include
in such registration only such number of shares of equity securities (including
the Registrable Securities), if any, which the managing underwriters determine
can be sold in such offering without preventing the underwriters from
completing such offering. The Company shall include in such Piggyback
Registration (i) first, 100% of the equity securities that the Company
proposes to sell as part of its initial registration and (ii) second, if
the Holders participate in such registration, 100% of the Registrable
Securities that the Holders propose to sell, or such lesser amount determined
by the managing underwriters pursuant to the preceding sentence.


          (c)
If a Piggyback Registration is an underwritten secondary registration on behalf
of any Person other than a Holder (the “Other Shareholder”) who has Permitted
Registration Rights and the managing underwriters advise the Board of Directors
in writing that in their opinion the total number of shares of equity
securities (including the Registrable Securities) requested to be included in
the registration would prevent the underwriters from completing such offering,
then the Company shall promptly provide the Holders with a copy of such advice
and consult with the Holders with respect to such advice, and after such
consultation shall include in such registration only such number of shares of
equity securities (including the Registrable Securities) which the managing
underwriters determine can be sold in such offering without preventing the
underwriters from completing such offering. The Company shall include in such
registration (i) first, 100% of the Registrable Securities that the Holders
propose to sell and, 100% of the equity securities that such Other Shareholder
proposes to sell, allocated, if necessary, pro rata between the Holders and
such Other Shareholder on the basis of the number of Ordinary Shares owned by
each such person; and (ii) second, only if all the equity securities
referred to in clause (i) have been included, any other securities
requested to be included therein that the managing underwriters have determined
can be included pursuant to the preceding sentence.


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          (d)
If a Piggyback Registration involves an underwritten primary registration on
behalf of the Company or any Other Shareholder with Permitted Registration
Rights, the managing underwriter or underwriters thereof shall be selected by
the Company, provided, however, that (i) such managing
underwriter or underwriters shall be of recognized international standing, (ii)
the Company shall consult with the Investor prior to agreeing upon any fees,
discounts or other amounts payable to such managing underwriter or underwriters
and (iii) if the aggregate amount of Registrable Securities included by Holders
in the underwritten offering for such Piggyback Registration exceeds 15% of the
total amount of Ordinary Shares to be included in such underwritten primary offering
by the Company or such Other Shareholder, as applicable, such Holders shall be
entitled to select an additional Approved Underwriter to act as a joint
bookrunner. 


          (e)
The Company will use its reasonable best efforts not to register any of its
securities for sale for its own account (other than securities issued to
employees of the Company under an employee benefit plan or securities issued to
effect a business combination pursuant to Rule 145 promulgated under the
Securities Act) except as a firm commitment underwriting. 


          (f)
 No registration or designation of Registrable Securities effected
pursuant to a request under this Section 2.2 shall be deemed to have been
effected pursuant to Section 2.1 or shall relieve the Company of its
obligations under Section 2.1. 


2.3. Piggyback
Rights in Respect of a Demand Registration.


          (a)
If an Initiating Holder has made a Notice of Demand pursuant to Section 2.1,
the Company shall give written notice to each Holder (other than the Initiating
Holder) at least thirty (30) calendar days prior to the initial filing of a
demand registration statement filed pursuant to Section 2.1 informing such
Holder of its intent to file such demand registration statement and of such
Holder’s rights under this Section 2.3 to request, as part of such demand
registration, the registration of the Registrable Securities held by such
Holder. Upon written request of any Holder made within fifteen (15) calendar
days after any such notice is given (which request must include the amount of
Registrable Securities proposed to be sold by such Holder), then the Company
shall effect, as promptly as reasonably practicable, the registration under the
Securities Act of all Registrable Securities that such Holder requests to be
registered (in accordance with the priorities set forth in subsection (b)
below).


          (b)
If a demand registration made pursuant to Section 2.1 is (i) an underwritten
registration initiated by the Investor as an Initiating Holder or is an underwritten
registration in which the Investor shall participate by exercise of its rights
under Section. 2.3(a) and (ii) other Holders shall have given notice of the
exercise of their rights pursuant to Section 2.3(a) in respect of such
underwritten registration, and the managing underwriters advise representatives
of the Investor that in their opinion the total number of shares of Registrable
Securities requested to be included in the registration would prevent the
underwriters from completing such offering, then the Investor shall promptly
provide the other Holders with a copy of such advice and consult with the other
Holders with respect to such advice, and after such consultation shall
communicate such advice to the Company. The Company shall include in such
registration (i) first, 100% of the Registrable Securities that the
Investor proposes to sell as part of its initial registration and
(ii) second, if any other Holders participate in such registration, and
only if all 


6






equity
securities referred to in clause (i) have been included, 100% of the
Registrable Securities that such other Holders propose to sell, or such lesser
amount determined by the managing underwriters pursuant to the preceding
sentence.


2.4. Expenses
of Registration.


          (a)
Except as specifically provided herein, all Registration Expenses incurred in
connection with any registration, qualification or compliance hereunder
shall be borne by the Company. All Selling Expenses incurred in connection with
any underwritten offering made in accordance with the terms set forth herein
shall be borne by the Company and the Holders pro rata on the basis of the
number of Registrable Securities of each party to be registered and sold under
the applicable registration statement. 


          (b)
The Company shall not, however, be required to pay for expenses of any
registration proceeding begun pursuant to Section 2.1, the request of which has
been subsequently withdrawn by the Investor or requesting Holder(s) unless (i)
the withdrawal is based upon (a) any fact, circumstance, event, change, effect
or occurrence that individually or in the aggregate with all other facts or
circumstances, events, changes, effects or occurrences has a material adverse
effect on the Company, or (b) material adverse information concerning the
Company that the Company had not publicly revealed at least forty-eight (48)
hours prior to the request or that the Company had not otherwise notified the
Investor or requesting Holders of at the time of such request or (ii) the Investor
or the Holders of a majority of Registrable Securities, as the case may be,
agree to forfeit their right to one requested registration pursuant to Section
2.1, as applicable, in which event such right shall be forfeited by all
Holders. 


          (c)
If the Investor and/or the Holders are required to pay Registration Expenses,
such expenses shall be borne by the Investor or the Holders of Registrable
Securities requesting such registration in proportion to the number of Ordinary
Shares for which registration was requested. If the Company is required to pay
the Registration Expenses of a withdrawn offering pursuant to clause (b)(i)
above, then the Investor or the Holders, as the case may be, shall not forfeit
their rights pursuant to Section 2.1.


2.5. Obligations
of the Company. Whenever required to effect the registration of any
Registrable Securities, the Company shall, as expeditiously as reasonably
practicable:


          (a)
Prepare and file with the SEC not later than forty-five (45) calendar days after
the request a registration statement with respect to such Registrable
Securities and use its reasonable best efforts to cause such registration
statement to become effective, or prepare and file with the SEC a prospectus
supplement with respect to such Registrable Securities pursuant to an effective
registration statement and, upon the request of Holders of a majority of the
Registrable Securities registered thereunder, keep such registration statement
effective or such prospectus supplement current, for up to one hundred and
twenty (120) calendar days other than a registration statement required by a
Holder to be effected by means of a Shelf Registration Statement or Amended
Shelf Registration Statement pursuant to Section 2.1(d) or, if earlier, until the
Holder or Holders have completed the distribution related thereto; provided
that before filing a registration statement or prospectus, or filing any
amendment thereof or supplement thereto, the Company shall furnish copies of
all such documents proposed to be filed to Holders’ Counsel. 


7






          (b)
Prepare and file with the SEC such amendments and supplements to the applicable
registration statement and the prospectus or prospectus supplement used in
connection with such registration statement as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement for the period set forth in
paragraph (a) above.


          (c)
Furnish to the Holders such number of copies of the applicable registration
statement and each such amendment and supplement thereto (including in each
case all exhibits) and of a prospectus, including a preliminary prospectus, in
conformity with the requirements of the Securities Act, and such other
documents as they may reasonably request in order to facilitate the disposition
of Registrable Securities owned by them.


          (d)
Use its reasonable best efforts to register and qualify the securities covered
by such registration statement under such other securities or Blue Sky laws of
such jurisdictions as shall be reasonably requested by the Holders, to keep
such registration or qualification in effect for so long as such registration
statement remains in effect, and to take any other action which may be
reasonably necessary to enable such seller to consummate the disposition in
such jurisdictions of the securities owned by such Holder; provided that
the Company shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of
process in any such states or jurisdictions.


          (e)
Enter into customary agreements (including if the method of distribution is by
means of an underwriting, a customary underwriting agreement in form and
substance reasonably satisfactory to the Holders with the managing underwriter
or underwriters of such offering, provided that the Company shall consult with
the Investor prior to agreeing upon any fees, discounts or other amounts payable
to such managing underwriter or underwriters), take such other actions
(including participating in and making documents available for the due
diligence review of underwriters if the method of distribution is by means of
an underwriting) and make available members of management of the Company for
assistance reasonably required in the selling effort relating to the
Registrable Securities, including, but not limited to, the customary
participation, which shall not be unduly burdensome, of such members of the Company’s
management in “road shows”, as are reasonably required in order to facilitate
the disposition of such Registrable Securities. Each Holder participating in
such underwriting shall also enter into and perform its obligations under such
underwriting agreement; provided, however, that no Holder shall
be required to make any representations or warranties to or agreements with the
Company or any underwriters in connection with any registration statement other
than such customary representations, warranties or agreements of a selling
shareholder regarding such Holder, such Holder’s title to the Registrable
Securities, such Holder’s intended method or methods of distribution and any
other representation, warranty or agreement required by law.


          (f)
Notify each Holder of Registrable Securities at any time when a prospectus
relating thereto is required to be delivered under the Securities Act of the
happening of any event as a result of which the applicable prospectus, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing.


8






          (g)
Furnish, on the date that such Registrable Securities are delivered to the
underwriters for sale, if such securities are being sold through underwriters,
(i) an opinion, dated as of such date, of outside legal counsel representing
the Company for the purposes of such registration, in form and substance as is
customarily given to underwriters in an underwritten public offering, addressed
to the underwriters, (ii) a letter dated as of such date, from the independent
registered public accountants of the Company, in form and substance as is customarily
given by independent registered public accountants to underwriters in an
underwritten public offering addressed to the underwriters and (iii) such other
customary documents, certificates, resolutions or agreements as may reasonably
be required by the underwriters.


          (h)
Give written notice to the Holders:


	
 

	
 

	
 


	
 

	
(i)

	
when any
 registration statement filed at the request of a Holder pursuant to Section
 2.1 or any amendment thereto has been filed with the SEC (except any
 amendment effected by the filing of a document with the SEC pursuant to the
 Exchange Act) and when such registration statement or any post-effective
 amendment thereto has become effective; 


	
 

	

	
 


	
 

	
(ii)

	
of any
 request by the SEC for amendments or supplements to any registration statement
 filed at the request of the Investor pursuant to Section 2 or the prospectus
 included therein or for additional information; 


	
 

	

	
 


	
 

	
(iii)

	
of the
 issuance by the SEC of any stop order suspending the effectiveness of any
 registration statement filed at the request of the Investor pursuant to
 Section 2 or the initiation of any proceedings for that purpose; 


	
 

	

	
 


	
 

	
(iv)

	
of the
 receipt by the Company or its legal counsel of any notification with respect
 to the suspension of the qualification of the Ordinary Shares for sale in any
 jurisdiction or the initiation or threatening of any proceeding for such
 purpose; and 


	
 

	

	
 


	
 

	
(v)

	
of the
 happening of any event that requires the Company to make changes in any
 effective registration statement filed at the request of a Holder pursuant to
 Section 2 or the prospectus related to the registration statement in order to
 make the statements therein not misleading (which notice shall be accompanied
 by an instruction to suspend the use of the prospectus until the requisite changes
 have been made). 





          (i)
Use its reasonable best efforts to prevent the issuance or obtain the
withdrawal of any order suspending the effectiveness of any registration
statement referred to in Section 2.5(h)(iii) at the earliest practicable time.


9






          (j)
Upon the occurrence of any event contemplated by Section 2.5(h)(v) above,
promptly prepare a post-effective amendment to such registration statement or a
supplement to the related prospectus or file any other required document so that,
as thereafter delivered to the Holders, the prospectus will not contain an
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. If the Company notifies the Holders in
accordance with Section 2.5(h)(v) above to suspend the use of the prospectus
until the requisite changes to the prospectus have been made, then the Holders
shall suspend use of such prospectus and use their reasonable best efforts to
return to the Company all copies of such prospectus (at the Company’s expense)
other than permanent file copies then in such Holder’s possession, and the
period of effectiveness of such registration statement provided for above shall
be extended by the number of days from and including the date of the giving of
such notice to the date Holders shall have received such amended or
supplemented prospectus pursuant to this Section 2.5(j).


          (k)
Provide a transfer agent and registrar for purposes of settling any offering or
sale of Registrable Securities, including with respect to the transfer of
physical stock certificates into book-entry form in accordance with any
procedures reasonably requested by the Holders or the underwriters.


          (l)
Use its reasonable best efforts to cause all Registrable Securities to be
listed, on or prior to the effective date of any registration statement, on
each securities exchange or national market on which similar securities issued
by the Company are then listed.


          (m)
On or prior to the effective date of any registration statement, to take all
steps reasonably necessary to permit the deposit of all Registrable Securities
that are not then held in the form of ADSs into such depositary receipt
facility as the Company may then sponsor, and to prepare and file with the SEC
any amendment to an existing registration statement on Form F-6, if necessary,
to cover any ADSs held by any Holder or that will be held by any purchaser of
Registrable Securities to be sold under any registration statement, it being
understood that any customary fees, charges and taxes payable in connection
with any deposit of Registrable Securities into a deposit agreement then
sponsored by the Company shall be borne by the Holders pro rata on the basis of
the number of Registrable Securities of each Holder to be deposited in
accordance with this Section 2.5(m).


          (n)
Cooperate as reasonably required with each Holder and each underwriter and
their counsel, if Registrable Securities are being sold through underwriters,
in connection with any filings required to made with the Financial Industry
Regulatory Authority. 


2.6. Suspension
of Sales; Effectiveness of Registration Statements.


          (a)
During any Close Period and upon receipt of written notice from the Company
that a registration statement, prospectus or prospectus supplement contains or
may contain an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading or that circumstances exist that make inadvisable use of such
registration statement, prospectus or prospectus supplement, each Holder of
Registrable Securities shall forthwith discontinue disposition of Registrable
Securities until termination of such Close Period or until such Holder has
received copies of a supplemented or 


10






amended
prospectus or prospectus supplement, or until such Holder is advised in writing
by the Company that the use of the prospectus and, if applicable, prospectus
supplement may be resumed, and, if so directed by the Company, such Holder
shall deliver to the Company (at the Company’s expense) all copies, other than
permanent file copies then in such Holder’s possession, of the prospectus and,
if applicable, prospectus supplement covering such Registrable Securities
current at the time of receipt of such notice. The total number of days that
any such suspension (other than a suspension due to a Close Period) may be in
effect in any twelve (12) month period shall not exceed the excess of ninety
(90) calendar days over the number of days in such twelve-month period that the
Company has delayed effecting a registration in reliance on Section 2.1(c)(vi).


          (b)
A registration statement filed pursuant to this Section 2 shall be deemed not
to have become effective (and the related registration shall be deemed not to
have been effected) unless it has been declared effective by the SEC; provided,
however, that if, after it has been declared effective, the offering of
any Registrable Securities pursuant to such registration statement is
interfered with by any stop order, injunction or other order or requirement of
the SEC or any other governmental agency or court (other than any such stop
order or injunction issued as a result of the inclusion in such registration
statement of any information supplied to the Company for inclusion therein by
the Investor and/or the Holders) that is not subsequently remedied, such
registration statement shall be deemed not to have become effective; provided, further, however,
if any such stop order, injunction or other order or requirement of the SEC or
any other governmental agency or court is subsequently remedied, such
registration statement shall be deemed not to have been effective during the
period of such interference.


2.7. Termination
of Registration Rights. The registration rights granted under this Article
II shall terminate with respect to any Holder as of the last day of the first
calendar month in which the sum of the Ordinary Shares held by such Holder
(including any Ordinary Shares issuable upon exchange of other securities held
by such Holder) may be sold in a single transaction without registration
pursuant to Rule 144 under the Securities Act without volume limitation or
other restrictions on transfer thereunder.


2.8. Furnishing
Information. 


          (a)
Neither the Investor nor any Holder shall use any “free writing prospectus” (as
defined in Rule 405 under the Securities Act) in connection with the sale of
Registrable Securities without the prior written consent of the Company, which
consent shall not be unreasonably withheld or delayed.


          (b)
The Investor and/or Holders agree to furnish to the Company such customary
information regarding themselves, the Registrable Securities held by them and
the intended method of disposition of such securities as shall be required to
effect the registration of their Registrable Securities.


2.9. Indemnification.



          (a)
The Company agrees to indemnify and hold harmless each Holder and, if a Holder
is a person other than an individual, such Holder’s officers, directors,
employees, agents, 


11






representatives
and affiliates (which in the case of the Investor, means any governmental or
quasi-governmental entity or Wholly Owned Entity), and each person or entity,
if any, that controls a Holder within the meaning of the Securities Act (each,
an “Indemnitee”),
against any and all losses, claims, penalties, damages, actions, liabilities, costs
and expenses (including without limitation reasonable fees, expenses and
disbursements of attorneys and other professionals), joint or several, arising
out of or based upon any untrue or alleged untrue statement of material fact
contained in any registration statement, including any preliminary prospectus
or final prospectus contained therein or any amendments or supplements thereto
or contained in any “free writing prospectus” (as such term is defined in Rule
405 under the Securities Act) prepared by the Company or authorized by it in
writing for use by such Holder (or any amendment or supplement thereto); or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided, that
the Company shall not be liable to such Indemnitee in any such case to the
extent that any such loss, claim, penalty, damage, liability (or action or
proceeding in respect thereof), cost or expense arises out of or is based upon
(i) an untrue statement or alleged untrue statement or omission or alleged
omission made in such registration statement, including any such preliminary
prospectus or final prospectus contained therein or any such amendments or
supplements thereto or contained in any “free writing prospectus” (as such term
is defined in Rule 405 under the Securities Act) prepared by the Company or
authorized by it in writing for use by such Holder (or any amendment or
supplement thereto), in reliance upon and in conformity with information
regarding such Indemnitee or its plan of distribution or ownership interests
which was furnished in writing to the Company for use in connection with such
registration statement, including any such preliminary prospectus or final
prospectus contained therein or any such amendments or supplements thereto or
(ii) offers or sales effected by or on behalf such Indemnitee “by means of” (as
defined in Securities Act Rule 159A) a “free writing prospectus” (as defined in
Securities Act Rule 405) that was not authorized in writing by the Company. 


          (b)
If the indemnification provided for in Section 2.9(a) is unavailable to an
Indemnitee with respect to any losses, claims, damages, actions, liabilities,
costs or expenses referred to therein or is insufficient to hold the Indemnitee
harmless as contemplated therein, then the Company, in lieu of indemnifying
such Indemnitee, shall contribute to the amount paid or payable by such
Indemnitee as a result of such losses, claims, damages, actions, liabilities,
costs or expenses in such proportion as is appropriate to reflect the relative
fault of the Indemnitee, on the one hand, and the Company, on the other hand,
in connection with the statements or omissions which resulted in such losses,
claims, damages, actions, liabilities, costs or expenses as well as any other
relevant equitable considerations. The relative fault of the Company, on the
one hand, and of the Indemnitee, on the other hand, shall be determined by
reference to, among other factors, whether the untrue or alleged untrue
statement of a material fact or omission to state a material fact relates to
information supplied by the Company or by the Indemnitee and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission; the Company and each Holder agree that it
would not be just and equitable if contribution pursuant to this Section 2.9(b)
were determined by pro rata allocation or by any other method of allocation
that does not take account of the equitable considerations referred to in
Section 2.9(a). Notwithstanding the provisions of this Section 2.9, in
connection with any registration statement filed by the Company, no Indemnitee
shall be required to contribute any amount in excess of the net proceeds
received by such Indemnitee 


12






from the sale
of Registrable Securities registered under such registration statement. No
Indemnitee guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from the
Company if the Company was not guilty of such fraudulent misrepresentation.


          (c)
Each Indemnitee shall:


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
give notice
 as promptly as reasonably practicable to the Company of any action commenced
 against it after receipt of a written notice of any claim or the commencement
 of any action, claim, suit, investigation or proceeding in respect of which a
 claim for indemnification may be sought under this Section 2.9; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
as promptly
 as reasonably practicable notify the Company after any such action is
 formally commenced (by way of service with a summons or other legal process
 giving information as to the nature and basis of the claim),


	
 

	
 

	
 

	
 


	
 

	
and shall
 keep the Company informed of, and, to the extent reasonably practicable,
 consult with the Company in relation to, all material developments in respect
 thereof, but in each case, only insofar as may be consistent with the terms
 of any relevant insurance policy and provided (in each case) that to do so
 would not, in such Indemnitee’s view (acting in good faith), be prejudicial
 to it (or to any Indemnitee connected to it) or to any obligation of
 confidentiality or other legal or regulatory obligation which that Indemnitee
 owes to any third party or to any regulatory request that has been made of
 it. However, the failure to so notify the Company and keep the Company
 informed shall not relieve the Company from any liability hereunder to the
 extent it is not materially prejudiced as a result thereof and in any event
 shall not relieve the Company from any liability which it may have otherwise
 than on account of the indemnity set out in this Section 2.9.





          (d)
Legal advisers for Indemnitees shall be selected by the Investor in respect of
the Investor’s Indemnitees, and each Holder in respect of its Indemnitees. The
Company may participate at its own expense in the defense of any action
commenced against it provided that legal advisers for the Company shall not
(except with the consent of the relevant Indemnitee) also be legal advisers for
the Indemnitee.


          (e)
In no event shall the Company be liable for fees and expenses of more than one
legal adviser (in addition to any local legal advisers) separate from its own
legal advisers for all Holders in connection with any one action or separate
but similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances.


          (f)
The Company shall not, without the prior written consent of the relevant
Indemnitees (acting in good faith), settle or compromise or consent to the
entry of any judgment with respect to any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any
claim whatsoever in respect of which indemnification or contribution could be
sought under this Section 2.9 (whether or not the Indemnitees are actual or
potential parties thereto), unless such settlement, compromise or consent: (i)
includes an unconditional release of each Indemnitee from all liability arising
out of such litigation, 


13






investigation,
proceeding or claim; and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act by or on behalf of any
Indemnitee.


2.10. Assignment
or Novation of Registration Rights. 


          (a)
The Investor (or a Holder to whom the Investor has transferred, assigned or
novated rights pursuant to this Section 2.10) shall be permitted to transfer,
assign or novate its rights and obligations under this Agreement to (i) any
Person to which the Investor or such Holder transfers or sells not less than
$500,000,000 of Registrable Securities and (ii) subject to 2.10(b), any entity
which is wholly owned, directly or indirectly, by the Investor (a “Wholly Owned
Entity”); provided that the Investor (or a Holder to whom the
Investor has transferred, assigned or novated rights pursuant to this Section
2.10) shall consult with the Company prior to transferring, assigning or
novating its rights and obligations to a Person pursuant to Section 2.10(a)(i);
provided, further, that any such consultation or its outcome
shall not be binding on the Investor or such Holder and shall in no way limit
the Investor or such Holder’s right and ability to effect a transfer,
assignment or novation in accordance with Section 2.10(a)(i).


          (b)
In the event of an assignment, transfer or novation made pursuant to Section
2.10(a)(ii), the Investor shall procure that, immediately prior to any such
Wholly Owned Entity ceasing to be wholly owned directly or indirectly by the
Investor, such rights and obligations under this Agreement shall be novated to
the Investor or any other Wholly Owned Entity.


          (c)
Subject to Section 2.10(a), no party to this Agreement shall be permitted to
assign or novate, or purport to assign or novate, all or any part of the
benefit of, or its rights or benefits under, this Agreement to any other person
without the prior written consent of the other party.


2.11. “Market
Stand-Off’. In connection with any registered sale of Ordinary Shares by
the Company in which the Investor and/or the Holders shall participate by
exercise of the rights provided hereunder, the Investor and/or such Holders hereby
agree to discuss with the managing underwriter or underwriters of such
registered sale entry by the Investor and/or such Holders into market stand-off
or similar agreements in connection with the Investor and/or such Holders’
participation in such registered sale; provided that (i) no provision of
this Agreement shall in any way be construed so at to require the Investor
and/or such Holders to enter into any such market stand-off or similar
agreement and (ii) the Investor and/or such Holders shall in any case not enter
into any such market stand-off or similar agreement unless all executive
officers and directors of the Company enter into similar agreements and only if
such Persons remain subject thereto (and are not released from such agreements)
for the same period as may be applicable to the Investor and/or such Holders. 


2.12. Rule
144 Reporting. With a view to making available to Holders the benefits of
certain rules and regulations of the SEC which may permit the sale of the
Registrable Securities to the public without registration, the Company agrees
to use its reasonable best efforts to:


          (a)
make and keep public information available, as those terms are understood and
defined in Rule 144 under the Securities Act or any similar or analogous rule
promulgated under the Securities Act, at all times after the effective date of
this Agreement;


14






          (b)
file with the SEC, in a timely manner, all reports and other documents required
of the Company under the Exchange Act; and


          (c)
so long as a Holder owns any Registrable Securities, furnish to such Holder
forthwith upon request: a written statement by the Company as to its compliance
with the reporting requirements of Rule 144 under the Securities Act, and of
the Exchange Act; a copy of the most recent annual report of the Company; and
such other reports and documents as the Holder may reasonably request in
availing itself of any rule or regulation of the SEC allowing it to sell any
such Ordinary Shares without registration.


2.13. Other
Registration Rights. The Company shall not: 


          (a)
grant to any Other Shareholder any rights to request the Company to register
any Ordinary Shares, unless (i) such rights are set forth in a written
agreement with the Other Shareholder and such rights and the terms of such
agreement are no more favorable to such Other Shareholder than the rights and
terms set forth in this Agreement and (ii) such agreement stipulates that (A)
in any demand registration made by the Investor or any Holder as the Initiating
Holder (and pursuant to which any Holder may participate in accordance with
Section 2.3 hereof), the Investor and/or any Holder participating therein shall
(subject to the relative priorities between the Investor and other Holders set
forth in Section 2.3 hereof) always have a first priority right over such Other
Shareholder (or any Other Shareholder) to register and sell any Registerable
Securities the Investor or such Holders propose to register and sell in any
such registration ahead of any Registerable Securities any such Other
Shareholder may propose to register or sell in connection therewith, (B) in any
piggyback registration effected in connection with an underwritten primary
registration by the Company which is not a demand registration by the Investor
and/or the Holders, the Investor and/or the Holders shall always have a first
priority right over such Other Shareholder (or any Other Shareholder) to
register and sell any Registerable Securities the Investor or such Holders
propose to register and sell in any such piggyback registration ahead of any
Registerable Securities any such Other Shareholder may propose to register and
sell in connection therewith and (C) in any piggyback registration effected in
connection with an underwritten secondary registration by the Company on behalf
of and/or in response to a demand from such Other Shareholder, the Investor
and/or the Holders shall have the right to register and sell any Registrable
Securities they propose to register and sell in any such piggyback
registration, allocated, if necessary, pro rata between the Investor and/or
the Holders and such Other Shareholder on the basis of the number of Ordinary
Shares owned by such Person ((i) and (ii) together, the “Permitted Registration Rights”);
and


          (b)
effect any registration of its Ordinary Shares for or on behalf of or in
response to any demand from any Other Shareholder, except such Other
Shareholder who has been granted Permitted Registration Rights in accordance
with this Agreement.


15






ARTICLE III


MISCELLANEOUS


3.1. No
Inconsistent Agreements. The Company shall not hereafter enter into any
agreement with respect to its securities that is inconsistent with the rights
granted to the Investor and/or the Holders in this Agreement or otherwise
conflicts with the provisions hereof.


3.2. Authority; Enforceability. Each
entity that is a party hereto has the corporate power and each has the
authority to enter into this Agreement and to carry out its obligations
hereunder. Each entity that is a party hereto is duly organized and validly
existing under the laws of its jurisdiction of organization, and the execution
of this Agreement and the consummation of the transactions contemplated herein
have been duly authorized by all necessary action, and no other act or
proceeding, corporate or otherwise, on its part is necessary to authorize the
execution of this Agreement or the consummation of any of the transactions
contemplated hereby. This Agreement has been duly executed and delivered by
each party.


3.3. Adjustments
Affecting Registrable Securities. The Company shall not amend, or permit
any amendment of, its articles of association, by-laws or similar
organizational documents which would reasonably be expected to adversely affect
the ability of Holders to include Registrable Securities in a registration
undertaken pursuant to this Agreement or which would reasonably be expected to
adversely affect the marketability of such Registrable Securities in any such
registration.


3.4. Successors
and Assigns. Except as otherwise provided herein, the terms and conditions
of this Agreement shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties (including transferees of any
shares of Registrable Securities to the extent set forth herein), and subject
to the restrictions on assignments and novation set forth in Section 2.10.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement. 


3.5. Applicable
Law and Submission to Jurisdiction. 


          (a)
This Agreement will be governed by and construed in accordance with the laws of
the State of New York applicable to contracts made and to be performed within
the State of New York, regardless of the law that might be applied under
principles of conflicts of laws.


          (b)
The Investor irrevocably submits to the nonexclusive jurisdiction of any New
York State or United States Federal court sitting in the State of New York over
any suit, action or proceeding arising out of or relating to this Agreement or
the transactions contemplated thereby. The Investor irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of venue of any such suit, action or proceeding brought in
such a court and any claim that any such suit, action or proceeding brought in
such a court has been brought in an inconvenient forum. EACH PARTY ACKNOWLEDGES
AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT 


16






IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE
IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY,
AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.6(b).


3.6. Counterparts
and Facsimile. For the convenience of the parties hereto, this Agreement
may be executed in any number of separate counterparts, each such counterpart
being deemed to be an original instrument, and all such counterparts will
together constitute the same agreement. Executed signature pages to this
Agreement may be delivered by facsimile and such facsimiles will be deemed as
sufficient as if actual signature pages had been delivered.


3.7. Titles
and Subtitles. The titles and subtitles used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting
this Agreement.


3.8. Notices.
Except as otherwise provided in this Agreement, all notices, requests, claims,
demands, waivers and other communications hereunder shall be in writing and
shall be deemed to have been duly given when delivered by hand or overnight
courier service, or when received by facsimile transmission if promptly
confirmed, as follows:


	
 

	
 

	
 


	
 

	
(a) 

	
if to the
 Company, to:


	
 

	
 

	
 


	
 

	
 

	
Lloyds TSB
 Group plc


	
 

	
 

	
Henry Duncan
 House


	
 

	
 

	
129 George
 St


	
 

	
 

	
Edinburgh
 EH2 4LH


	
 

	
 

	
Attention:
 Company Secretary


	
 

	
 

	
 


	
 

	
 

	
with copies
 to: 


	
 

	
 

	
 


	
 

	
 

	
Linklaters
 LLP


	
 

	
 

	
One Silk
 Street


	
 

	
 

	
London EC2Y
 8HQ


	
 

	
 

	
Attention:
 Thomas N. O’Neill III


	
 

	
 

	
Fax: +44 (0)
 20 7456 2222


	
 

	
 

	
 


	
 

	
(b)

	
if to the
 Investor, to: 


	
 

	
 

	
 


	
 

	
 

	
The
 Commissioners of Her Majesty’s Treasury





17






	
 

	
 

	
 

	
 


	
 

	
 

	
1 Horse
 Guards Road


	
 

	
 

	
London SW1A
 2HQ


	
 

	
 

	
Attention:
 Nikhil Rathi (Team Leader, Financial Stability)


	
 

	
 

	
Fax: + 44
 (0) 20 7270 4844


	
 

	
 

	
 


	
 

	
 

	
with copies to:
 


	
 

	
 

	
 


	
 

	
 

	
Slaughter
 and May 


	
 

	
 

	
One Bunhill
 Row


	
 

	
 

	
London EC1Y
 8YY 


	
 

	
 

	
Attention: 

	
Tim Pharoah


	
 

	
 

	
 

	
Paul Dickson


	
 

	
 

	
Fax: +44 (0)
 20 7090 5000


	
 

	
 

	
 


	
 

	
 

	
Cravath,
 Swaine & Moore LLP 


	
 

	
 

	
One
 Ropemaker Street 


	
 

	
 

	
London EC2Y
 9HR 


	
 

	
 

	
Attention:
 Philip J. Boeckman, Esq.


	
 

	
 

	
Fax: +44 (0)
 20 7860 1150 





 or to such other address, facsimile number or
telephone as either party may, from time to time, designate in a written notice
given in a like manner. 


3.9. Amendments
and Waivers. Any term of this Agreement may be amended and the observance
of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and the Holders of a majority of the Registrable
Securities then outstanding. Any amendment or waiver effected in accordance
with this paragraph shall be binding upon each Holder of any Registrable
Securities then outstanding, each future Holder of all such Registrable
Securities, and the Company.


3.10. Severability.
If any provision of this Agreement or the application thereof to any person or
circumstance is determined by a court of competent jurisdiction to be invalid,
void or unenforceable, the remaining provisions hereof, or the application of
such provision to persons or circumstances other than those as to which it has
been held invalid or unenforceable, will remain in full force and effect and
shall in no way be affected, impaired or invalidated thereby, so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party. Upon such
determination, the parties shall negotiate in good faith in an effort to agree
upon a suitable and equitable substitute provision to effect the original
intent of the parties


3.11. Aggregation
of Securities. All Registrable Securities held or acquired by any
wholly-owned subsidiary or parent of, or any corporation or entity that is
controlling, controlled by, or under common control with, the Investor shall be
aggregated together for the purpose of determining the availability of any
rights under this Agreement.


18






3.12. Entire
Agreement, Etc. This Agreement constitutes the entire agreement, and
supersedes all other prior agreements, understandings, representations and
warranties, both written and oral, between the parties, with respect to the
subject matter hereof.


3.13. Remedies.
Any Person having rights under any provision of this Agreement shall be
entitled to enforce such rights specifically, to recover damages caused by
reason of any breach of any provision of this Agreement and to exercise all
other rights granted by law. 


3.14. Interpretation
of Placing and Open Offer Agreement. The parties agree that if the Investor
transfers any Registrable Securities to an affiliate or nominee of the
Investor, such affiliate or nominee shall have all the rights and be bound by
the obligations of the Investor under the Placing and Open Offer Agreement.


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT
BLANK]


19






          IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date set forth in the first paragraph hereof.


	
 

	
 

	
 


	
 

	
LLOYDS TSB GROUP PLC


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
     Name:
 


	
 

	
 

	
     Title:
 


	
 

	
 

	
 


	
 

	
THE COMMISSIONERS OF HER MAJESTY’S TREASURY


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
     Name:
 


	
 

	
 

	
     Title:
 


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
     Name:
 


	
 

	
 

	
     Title:
 





20