Exhibit 4(b)(xv)


 


26 June 2014


 


Private & Confidential


 


Alan Dickinson


 


Dear Alan


 


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 or after
1 September 2014, depending on the timing of regulatory approval, 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 and 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:


 


		·	Member, Audit Committee



		·	Member, Risk Committee



 


After an initial period, and subject to
confirmation by the Board, it is anticipated that you will be asked to serve as Chairman 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:



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



		·	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 initial
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 Risk Committee	c.5- 6 days
	·	Additional time for membership of Audit Committee	c.5- 6 days



 


The estimated time commitment includes
scheduled Board and Committee meetings relevant to your role, plus strategy 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. Appointment as a Committee Chairman would of course entail an additional time commitment appropriate for that role.


 


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.



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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.


 


Depending on your other commitments, you
may be expected to relinquish other appointments to ensure that you can meet the legal and time commitments of the role. New legislation
limits a non-executive director of a financial services company to holding a maximum of four non executive director roles.


 


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 Audit Committee 	£ 20,000
	·	Additional fee for membership of 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.


 


Subsequent appointment as a Committee Chairman
would attract additional fees in line with the schedule in force at that time.


 


		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.



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		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 member
of the Lloyds Banking Group, 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.


 


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




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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.


 


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.


 


Yours sincerely


 


Lord Blackwell


Chairman


Lloyds Banking Group plc



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


 


Signed_________________________________


 


Date__________________________



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