Exhibit 4(b)(xiv)


 


1 May 2014




 


Private & Confidential


 


Simon Henry    



 


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 in principle your appointment as
a non-executive director, subject to regulatory approval. Your appointment will be confirmed by the Board once approval has been
obtained.


 


All directors of the company also serve on
the principal subsidiary boards of Lloyds Bank plc, HBOS Plc and Bank of Scotland plc. This letter also covers your
appointment as a 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 23 June 2014
and is for an initial term of three years, expiring at the Annual General Meeting (AGM) 2017. Appointments are reviewable annually.
Subject to satisfactory performance and Board approval, you will be invited to stand for annual re-election by shareholders at
the AGM in each year of your appointment.


 


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.


 


Continuation of your appointment is subject
to:


 


		·	confirmation by the Prudential Regulatory
Authority (PRA) and Financial Conduct Authority (FCA) that your application to carry out the non executive director controlled
function as an approved person has been approved and to this 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 company, the PRA and FCA 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.



 


		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
as a:


 


		·	Member of the Audit Committee; and



 


		·	Member of the 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 other directors.


 


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 likely minimum time commitment
for your role is approximately 35 - 40 days per annum which is made up as follows:


 


	·	Base
time commitment for LBG non executive directors:	c.25 - 28 days
	·	Additional
time for membership of the Audit Committee:      	   c.5- 6 days
	·	Additional
time for membership of the Risk Committee:  	   c.5- 6 days


 


The estimated time commitment includes scheduled
Board and Committee meetings relevant to your role, plus strategy and development sessions (including a 2- 3 day offsite meeting),
attendance at the AGM and preparation for meetings. A schedule of Board and committee meetings is included in your appointment
pack.


 


The above minimum time commitment is based
on planned events. From time to time, you may be required to attend meetings at short notice. In such cases, you will be
required to make yourself available as appropriate. Depending on your other commitments, you may be expected to relinquish
other appointments to ensure that you can meet the time commitments of the role.

 


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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 the Audit Committee:	 	 	£ 20,000
	·	 	Additional fee for membership of the Risk Committee:	 	 	£ 20,000
	 	 	 	 	 	 
	Total fees payable: 	 	 	£ 105,000



 


Fees are payable monthly in sterling and will
be paid to a Lloyds 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.


 


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.

 


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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.


 


		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.


 


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, will be in your appointment pack.

 


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		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.


 


Lord Blackwell


Chairman


Lloyds Banking Group plc


 


I acknowledge receipt of the letter dated
1 May 2014 of which this is a copy and accept the terms of appointment.


 


	Signed	 	



 


	Date	 	 


 


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