EXHIBIT 4(b)(xvi) 


	
  

 	
  

 
	
 31st January 2012

 	
  

 
	
  

 	
  

 
	
 Sara Weller

 	
  

 


Non
executive director appointment - Lloyds Banking Group plc 


Following our recent discussions, I am pleased to confirm that the
board of Lloyds Banking Group plc (“the company”) has approved your appointment
as a non-executive director. 


All directors of the company also serve on the principal subsidiary
boards of Lloyds TSB Bank plc, HBOS Plc and BOS plc. This letter also covers
your appointment as non executive director of those companies. The boards
generally meet simultaneously. 


Your appointment is subject to the terms and conditions set out in this
letter. 


	
  

 	
  

 
	
 1.

 	
 Appointment 

 


Your appointment will commence on 1 February 2012 and is for an initial
term of three years, expiring at the AGM 2015. Appointments are reviewable
annually. Subject to satisfactory performance and Board approval, you will be
invited to stand for annual re-election by shareholders. 


Subject to a review of performance and the requirements of the board at
the time, non executive directors may be invited to serve for a further term of
three years. 


Continuation of your appointment is subject to: 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 §

 	
 confirmation by the Financial Services Authority (FSA) (or successor
 organisation) that your application to carry out the non executive director
 controlled function as an approved person has been approved and to this (or
 equivalent) status being maintained throughout your tenure. All directors are
 required to adhere to the standards set by the regulator in relation to
 approved persons. Current requirements are set out in the Statements of
 Principle and Code of Practice for Approved Persons (APER), a copy of which
 is included in your appointment pack. Directors are reminded that they must
 inform the FSA and the company of any significant changes in their personal
 circumstances which may have an impact on their status as approved
 persons/director; 

 













	
  

 	
  

 	
  

 	
  

 
	
  

 	
 §

 	
 satisfactory performance and contribution to the Board and any Board
 committees on which you serve; 

 
	
  

 	
  

 	
  

 
	
  

 	
 §

 	
 election and re-election as a director by the company’s shareholders
 in general meeting as required by the company’s articles of association and
 codes to which the company subscribes, in particular, the Financial Reporting
 Council’s UK Corporate Governance Code (formerly the Combined Code). 

 






	
  

 	
  

 	
  

 
	
 2.

 	
 Termination
 

 
	
  

 	
  

 	
  

 
	
 You will
 cease to hold the office of director if:

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 you resign from your appointment or choose not to stand for
 re-election; 

 
	
  

 
	
  

 	
 (ii)

 	
 the company terminates your appointment or chooses not to propose you
 for re-election; 

 
	
  

 
	
  

 	
 (iii)

 	
 shareholders fail to elect or re-elect you;

 
	
  

 
	
  

 	
 (iv)

 	
 you fail to meet, on an ongoing basis, the standards expected of an
 approved person; or 

 
	
  

 
	
  

 	
 (v)

 	
 the articles of association or any law or regulation prevents you
 from continuing in office. 

 






	
  

 	
  

 
	
 In the case of (i) and (ii) above, there is no entitlement to notice
 or to compensation for loss of office. However, the company will endeavour to
 give you reasonable notice where appropriate. You are requested to make the
 Chairman aware of any intention not to seek re-election so that the board can
 plan for orderly succession. 

 
	
  

 	
  

 
	
 In the case of termination under (iii), (iv) or (v) above, your
 appointment will terminate automatically with immediate effect and without
 compensation.

 






	
  

 	
  

 	
  

 
	
 3.

 	
 Board Committees 

 
	
  

 	
  

 	
  

 
	
 In addition to your appointment as a non executive director you will
 be required to serve on at least two Board Committees which may be subject to
 rotation. Initially, you will serve on the following:

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Member, Remuneration Committee

 
	
  

 
	
  

 	
 •

 	
 Member, Risk Committee

 
	
  

 	
  

 	
  

 
	
 You may also be required to serve on ad hoc Board Committees
 established from time to time for a specific purpose.

 
	
  

 	
  

 	
  

 
	
 4.

 	
 Role

 
	
  

 	
  

 	
  

 
	
 Your duties will be those required of a non-executive director.
 Non-executive directors have the same legal responsibilities as any other
 director. The Board as a whole is collectively responsible for promoting the
 success of the company by directing the company’s affairs. As members of the
 unitary board, all directors are required to:

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 provide sound leadership of the company within a framework of prudent
 and effective controls which enable risk to be assessed and managed;

 


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 •

 	
 set the company’s strategy having regard to its risk appetite,
 ensuring that the necessary financial and human resources are in place for
 the company to meet its objectives, and review management performance; and

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 set the company’s values and standards and ensure that its
 obligations to its shareholders and others are met and understood.

 
	
  

 	
  

 	
  

 
	
 5.

 	
 Key accountabilities 

 
	
  

 	
  

 	
  

 
	
 Non executive directors are expected to focus on the following key
 areas:

 






	
  

 	
  

 	
  

 
	
 §

 	
 Strategy. Non-executive
 directors should constructively challenge management and help to develop
 proposals on strategy by bringing a different and external perspective to
 Board discussions. 

 
	
  

 	
  

 	
  

 
	
 §

 	
 Performance. Non-executive
 directors should support and scrutinise the performance of management in
 meeting agreed goals and objectives and monitor the reporting of performance.

 
	
  

 	
  

 	
  

 
	
 §

 	
 Risk. Non-executive
 directors should satisfy themselves that Board discussion and decision making
 on risk matters is based on accurate and appropriately comprehensive
 information and draws, as far as they believe it to be relevant or necessary,
 on external analysis and input. In particular, non-executive directors should
 satisfy themselves on the integrity of financial information and that
 financial controls and systems of risk management are robust, adequate and
 effective. 

 
	
  

 	
  

 	
  

 
	
 §

 	
 People. Through membership
 of Board Committees, non-executive directors are responsible for determining
 appropriate policies, structure and levels of remuneration for executive
 directors and senior executive management and ensuring appropriate
 arrangements are in place for Board appointments and executive and non-executive
 succession planning.

 






	
  

 	
  

 	
  

 
	
 6.

 	
 Time Commitment 

 
	
  

 	
  

 	
  

 
	
 As a non-executive director, you are required to devote such time as
 is necessary for the effective discharge of your duties. The estimated time
 commitment for your role is approximately 3-4 days per month which is made up
 as follows:

 






	
  

 	
  

 	
  

 
	
 -  Base time commitment for LBG non executive directors:

 	
 c. 25-30 days per annum

 
	
 -  Additional time for membership of Risk Committee

 	
 c.        8 days per annum

 
	
 -  Additional time for membership of Remuneration Committee
 

 	
 c.        7 days per annum

 






	
  

 	
  

 	
  

 
	
 Estimated time commitment: approximately 40-45 days per annum.

 
	
  

 	
  

 	
  

 
	
 The estimated time commitment includes scheduled Board and
 Committee meetings relevant to your role, plus strategy sessions, attendance
 at the AGM and preparation for meetings. A schedule of Board and committee
 meetings is attached. 

 
	
  

 	
  

 	
  

 
	
 The above time commitment is based on planned events. From time to
 time, however, you may be required to attend meetings at short notice. You
 will be required to make yourself available as appropriate. Where
 appropriate, you may be expected to relinquish other appointments to ensure
 that you can meet the time commitments of the company. 

 


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 In your capacity as a director of Lloyds Banking Group plc, you may
 be required to attend or represent the Group at meetings with the regulator,
 the Government, investors or other third parties as appropriate. 

 
	
  

 	
  

 
	
 By accepting this appointment, you confirm that you are able to
 allocate sufficient time to meet the expectations of your role to the
 satisfaction of the board. 

 
	
  

 	
  

 
	
 The agreement of the Chairman should be sought before accepting
 additional commitments that might affect your ability to meet the time
 commitments necessary to discharge your duties. 

 
	
  

 	
  

 	
  

 
	
 7.

 	
 Fees and Expenses 

 
	
  

 	
  

 	
  

 
	
 The following fees are payable in respect of your appointment:

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 §

 	
 Non
 executive base fee:

 	
 £

 	
 65,000

 
	
 §

 	
 Additional
 fee for membership of Remuneration Committee

 	
 £

 	
 15,000

 
	
 §

 	
 Additional
 fee for membership of Risk Committee

 	
 £

 	
 15,000

 
	
  

 
	
 Total fees payable:

 	
 £

 	
 95.000

 






	
  

 	
  

 	
  

 
	
 Fees are
 payable monthly and will be paid to a Lloyds TSB bank account (or an account
 with any of the Lloyds Banking Group brands), held in your name. If you do
 not hold such an account, you will be required to open one for this purpose.
 Please contact the Company Secretary who will be happy to make the necessary
 arrangements.

 
	
  

 	
  

 	
  

 
	
 The company
 will reimburse you for all reasonable and properly documented expenses
 incurred by you in the performance of your duties.

 
	
  

 	
  

 	
  

 
	
 8.

 	
 Outside
 Interests 

 


It is accepted and acknowledged that you have business interests other
than those of the company. As a condition of your appointment you are required
to declare any such directorships, appointments and interests to the board in
writing. If you take on any additional business interests or become aware of
any potential conflicts of interest, these must be disclosed to the board as
soon as they arise or become known to you. If at any time you are considering
acquiring any new interest which might give rise to a conflict of interest with
the company you must first discuss the matter with the Chairman and obtain a
resolution of the board authorising such interest. Regardless of any approval
given in relation to outside interests, it is your responsibility to ensure
that you can meet the time commitment required by the role. 


	
  

 	
  

 
	
 9.

 	
 Confidentiality

 


You will not use or disclose to any person, firm or organisation
(except as required by law or to carry out your duties under this letter) any
trade secrets, know-how, business information or other private or confidential
information relating to the business, finances or affairs of the company, or
any customer of the company or any other information provided on the basis that
it is confidential. You will use your best endeavours to prevent the
unauthorised use or disclosure of any such information. 


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This restriction will continue to apply after your appointment ends
without limit in time but will not apply to information which becomes public,
unless through unauthorised disclosure by you. After your appointment ends you
will return all documents and information (whether written, visual or
electronic) under your control which belong to the company or any member of the
Lloyds Banking Group.


Your attention is also drawn to the requirements under both legislation
and regulation relating to the disclosure of price sensitive information. You
should avoid making any statements or engaging in any dealings that might
contravene these requirements. The Company Secretary can provide further
information and advice on these matters if required. Company policy is that all
external communication on company affairs is restricted to the Chairman, Chief
Executive and Corporate Affairs Director only.


10. Induction


Following appointment, the company will provide further tailored
induction to the extent required. You are entitled to request any additional
information or briefings to assist you in the execution of your duties. 


11. Evaluation and review of performance


The performance of individual directors and the board and its
committees is evaluated annually. In the interim, if there are any matters
which you wish to discuss in relation to your role, please feel free to contact
me. 


12.
Directors’ Liability Indemnity and Insurance


To the extent permitted by law, directors are entitled to be
indemnified by the company against all costs and liabilities incurred by them
in execution of their duties. A deed of indemnity is included in your
appointment pack for signature and return. 


You will also have the benefit of any directors’ and officers’
insurance cover maintained from time to time by the company (but this shall not
oblige the company to maintain any such cover either at all, or on current
terms).


13. Independent Professional Advice


Occasions may arise when you consider that you need professional advice
in the furtherance of your duties as a director and it will be appropriate for
you to consult independent advisers at the company’s expense. The company will
reimburse the full cost of expenditure incurred in accordance with the
company’s policy, details of which are set out in the appointment pack. 


14.
Disclosure and Dealings in Shares


The company may be required to include in its annual accounts a note of
any material interest that a director may have in any transaction or
arrangement that the company has entered into. You must disclose any such
interest as soon as possible but no later than the board meeting at which the
transaction or arrangement is first discussed so that the Board can note your
interest and, if appropriate, approve any conflicts. A general notice that you
are interested in any contracts with a particular person, firm or company is
acceptable.


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 During the continuation of your appointment you will be expected to
 comply (and to procure that your spouse and any connected persons comply)
 where relevant with any rule of law or regulation of any competent authority
 or of the company from time to time in force in relation to dealings in
 shares, debentures and other securities of the company and the unpublished
 price sensitive information affecting the shares, debentures and other
 securities of the company.

 
	
  

 
	
 Details of the procedure for dealing in shares, together with
 explanatory notes on the code of market conduct/model code, are included in
 your appointment pack. 

 
	
  

 
	
 15. Shareholdings

 
	
  

 
	
 All directors are encouraged to hold shares in the company. If you
 would like to receive whole or part of your monthly fee in shares, we would
 be happy to make the necessary arrangements for you.

 


Please acknowledge receipt and acceptance of the above terms by signing
and returning the enclosed copy of this letter.


Please do not hesitate to contact me for any assistance in any matters
during the term of your appointment. I look forward to welcoming you to the
Board. 


I acknowledge receipt of the letter dated 31st January 2012
of which this is a copy and accept the terms of appointment. 


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