Exhibit 4(b)(vi)


 


EXECUTIVE
SERVICE AGREEMENT


 


THIS
EXECUTIVE SERVICE AGREEMENT is made on the 30th day of November 2010.


 


BETWEEN


 


		(1)	Lloyds
                                         TSB Bank Plc (the “Employer”); and



 


		(2)	Juan
                                         Colombas (the “Executive”).



 


Definitions
used in this Agreement are set out in Clause 19.2 below.


 


IT
IS AGREED as follows:


 


		1	Appointment
                                         Pre-Conditions and Term



 


Appointment


 


		1.1	Provided
                                         the Executive has satisfied the conditions set out in Clause 1.2 below, the Employer
                                         shall employ the Executive as Chief Risk Officer or in such other executive capacity
                                         consistent with the Executive’s seniority and skills as the Employer may from time to
                                         time reasonably require (the “Employment”).



 


Pre-conditions


 


		1.2	The
                                         Executive’s employment is conditional upon:



 


		1.2.1	the
                                         Executive having been approved as an “Approved Person” in respect of the
                                         Employment by the FSA under the FSMA 2000 (“FSMA Approval”) (for the
                                         avoidance of doubt this condition only applies if the role requires the Executive to
                                         be an “Approved Person”),



 


		1.2.2	the
                                         Executive not being prevented from taking up employment under this Agreement on or before
                                         7 March 2011 by any obligation or duty owed to a third party, whether contractual or
                                         otherwise,



 


		1.2.3	the
                                         satisfactory completion of any recruitment formalities including, where appropriate,
                                         obtaining permission from the UK Border Agency for the Executive to take up this
                                         employment.



 


If
the conditions are not satisfied then, unless the Employer decides to waive the conditions or the parties agree to postpone the
Commencement Date until the conditions have been satisfied, this Agreement shall not take effect and the Executive shall not have
any claim for compensation or otherwise against the Employer by reason of this.


 


Term


 


		1.3	The
                                         Employment shall begin on 17 January 2011 (or such later date as the parties may mutually
                                         agree but no later than 7 March 2011) (the “Commencement Date”) and
                                         shall continue until terminated:



 


		1.3.1	by
                                         not less than 12 months’ notice given by the Employer to the Executive (provided
                                         that such notice may not expire before the second anniversary of the Commencement Date);
                                         or



 


		1.3.2	by
                                         not less than 6 months’ notice given by the Executive to the Employer; or



 


		1.3.3	under
                                         a provision set out in Clause 11.




    	 



    	



    

		1.4	The
                                         date on which any continuous period of employment began with the Employer or a previous
                                         employer which counts as part of the Executive’s continuous period of employment
                                         with the Employer for the purposes of the law relating to redundancy and unfair dismissal
                                         is the Commencement Date.



 


		2	Duties
                                         of the Executive



 


General
Duties


 


		2.1	The
                                         Executive will during the Employment:



 


		2.1.1	devote
                                         their whole time, attention and skill to the Employment during normal office hours and
                                         during such other times as may reasonably be required for the effective performance of
                                         the duties under this Agreement;



 


		2.1.2	properly
                                         perform the duties set out in this Agreement and properly exercise any powers conferred
                                         by this Agreement;



 


		2.1.3	accept
                                         any offices or directorships as reasonably required by the Employer;



 


		2.1.4	comply
                                         with all rules, regulations policies and codes issued by the Employer that apply to the
                                         Employment;



 


		2.1.5	comply
                                         with all rules, regulations and codes imposed or recommended by any industry or regulatory
                                         body that apply to the Employment;



 


		2.1.6	keep
                                         their line manager promptly informed of the conduct of the Executive’s duties,
                                         plans for the future performance of the duties and of any conflict of interest to which
                                         the Executive is or may become subject;



 


		2.1.7	comply
                                         with any policy directions or reasonable other directions issued by the Employer;



 


		2.1.8	use
                                         best endeavours to promote the interests and reputation of every Group Company; and



 


		2.1.9	keep
                                         the Employer advised of the Executive’s current UK residential address.



 


Interests
of the Executive


 


		2.2	The
                                         Executive will disclose promptly in writing to the Employer any interests (for example,
                                         shareholdings or directorships) whether or not of a commercial or business nature (except
                                         interests in any Group Company).



 


		2.3	Subject
                                         to Clause 2.4, during the Employment (including any Garden Leave Period) the Executive
                                         will not be directly or indirectly engaged or concerned in the conduct of any activity
                                         of a commercial or business nature (except as a representative of the Employer or with
                                         the written consent of their line manager).



 


		2.4	The
                                         Executive may hold or be interested in investments which amount to not more than one
                                         per cent of the issued investments of any class or any one company.



 


		2.5	The
                                         Executive will (and will use best endeavours to ensure that the Executive’s spouse
                                         and any dependents) comply with all rules of law, including Part V of the Criminal Justice
                                         Act 1993, the Model Code appended to Chapter 16 of the Listing Rules of the United Kingdom
                                         Listing Authority, the FSA’s Code of Market Conduct and all other rules, policies
                                         or codes applicable to the Employer or the Executive from time to time in relation to
                                         the holding or trading of securities (in each case as amended or replaced from time to
                                         time).




    	 



    	



    

		2.6	The
                                         Executive will not directly or indirectly receive any benefit from any person having
                                         or seeking to have business transactions with any Group Company (other than reasonable
                                         corporate hospitality and seasonal or occasional gifts of limited value).



 


Approved
Person


 


		2.7	During
                                         the period of this Agreement the Executive will not do anything which could cause the
                                         Executive to be disqualified from continuing to act as a director of any Group Company
                                         or lose approval as an “Approved Person” by the FSA under the FSMA
                                         2000 in respect of the Employment. If the Executive is not an “Approved Person”
                                         at the date of appointment under this Agreement, then the Executive will not do anything
                                         which would cause the Executive from becoming an “Approved Person” in the
                                         future.



 


Location


 


		2.8	The
                                         Executive will work in the Employer’s London Head Office from time to time (currently
                                         25 Gresham Street, London). The Executive shall travel to such places within or outside
                                         the United Kingdom as the Employer may specify.



 


		3	Remuneration



 


		3.1	During
                                         the Employment the Employer will pay the Executive a salary of £625,000
                                         per annum or such higher salary as may be notified to the Executive from time to time.
                                         The Executive’s salary shall be reviewed (but without any obligation to increase) annually
                                         from (and with effect from) 1 January 2011. During the first three years of the Employment
                                         commencing from the Commencement Date the Employer will also pay the Executive a housing
                                         and education allowance at the rate of £300,000 per annum for the first year, £200,000
                                         per annum for the second year and £100,000 per annum for the third year after which
                                         the allowance will cease to be payable. The allowance shall not be treated as salary
                                         or taken into account for the purposes of calculating bonus or other awards, pension
                                         contributions or benefits or any other benefits provided under this Agreement. Salary
                                         and allowance will be paid in equal monthly instalments on or about the 20th day of each
                                         month. The Executive shall maintain a bank account with a subsidiary of the Lloyds Banking
                                         Group into which the Executive’s salary and allowance shall be paid.



 


		3.2	The
                                         Executive agrees to waive payment of any director’s fees or other remuneration
                                         payable in respect of any directorship held by the Executive with any Group Company.



 


		3.3	The
                                                                                                                                                                                                                Executive will be paid such bonus at such times and subject to such conditions as the
                                                                                                                                                                                                                Employer in its sole and absolute discretion may from time to time determine. In accordance
                                                                                                                                                                                                                with clause 4.11 below payment of such a bonus or participation in a bonus scheme is
                                                                                                                                                                                                                not a contractual entitlement, save that, in recognition that the Executive may by reason of accepting Employment with
                                                                                                                                                                                                                the Employer forfeit in whole or in part any entitlement to receive a bonus award from
                                                                                                                                                                                                                Santander in respect of the 2010 performance year the Employer shall on or before 31
                                                                                                                                                                                                                March 2011 (the “Bonus Award Date”) and provided always that the
                                                                                                                                                                                                                Executive remains employed by the Employer (or another Group Company) and has not given
                                                                                                                                                                                                                or received notice to terminate the Employment at the Bonus Award Date, make to the Executive of a bonus award
                                                                                                                                                                                                                to the value of £500,000                                          less the value of any bonus award for 2010 to the
                                                                                                                                                                                                                Executive                                          by Santander. The bonus award shall be subject to the
                                                                                                                                                                                                                Employer’s policy                                          in relation to payment, deferral, malus and
                                                                                                                                                                                                                clawback prevailing at the Bonus Award                                          Date (save that, in the event of any
                                                                                                                                                                                                                conflict between such policy and the terms of this Agreement, this Agreement shall prevail) and otherwise satisfy any
                                                                                                                                                                                                                relevant requirements of the FSA, including its Remuneration                                          Code as amended from
                                                                                                                                                                                                                time to time.




    	 



    	



    

		3.4	The
                                         Executive will be eligible to participate in any all-employee share schemes or other
                                         benefits provided to all employees, or to be considered for participation in any discretionary
                                         scheme, operated or offered by the Employer or any Group Company from time to time in
                                         accordance with the relevant rules (including without limitation any rules as to eligibility).
                                         In accordance with clause 4.11 below participation in any share option, share incentive
                                         or other employee benefit plan, scheme or arrangement is not a contractual entitlement
                                         except to the extent of any specific awards or entitlements made or notified to the Executive
                                         and, for the avoidance of doubt it is agreed that the provisions set out in Clause 5
                                         are contractual and binding on the Employer.



 


		3.5	During the first 2 years of the Employment commencing from the Commencement Date the Employer will pay the Executive an annual expatriate allowance of £36,000 net of tax and National Insurance (which shall be grossed up to take account of tax and National Insurance contributions payable by the Executive).  The expatriate allowance: (a) shall be paid annually in advance to the Executive by bank credit transfer; and (b) shall not be treated as salary or taken into account for the purposes of calculating bonus or other awards, pension contributions or benefits or any other benefits provided under this agreement.



 


		4	Pension
                                         and Other Benefits



 


		4.1	Pension



 


The
Executive shall be entitled to participate in Your Tomorrow (the “Scheme”). The Executive’s membership of the
Scheme, including the contributions payable by and on behalf of the Executive, will be subject to and in accordance with the terms
of its governing documentation in force from time to time (including in particular to the rights of any person to amend or terminate
the Scheme) except that:


 


		(a)	subject
                                         to (b), employer contributions to the Scheme in respect of the Executive will be at the
                                         rate of 25% of the Executive’s annual salary referred to in Clause 3.1 from time
                                         to time;



 


		(b)	the
                                         Executive must contribute to the Scheme at the rate of 3% of the Executive’s annual
                                         salary referred to in clause 3.1 from time to time;



 


		(c)	any
                                         provisions under the Scheme for the Employer to pay additional contributions to the Scheme
                                         linked to the level of contributions by a member will not apply to the Executive.



 


If
the Executive does not join the Scheme or subsequently opts out, the Employer will pay to the Executive or to a pension scheme
nominated by the Executive an amount equal to 25% of the annual salary referred to in Clause 3.1 from time to time as a non-pensionable
cash supplement. Such allowance will be payable in equal monthly instalments.


 


The
Executive acknowledges that in signing this contract the Executive will be deemed to have opted out of the “personal accounts”
arrangements due to be implemented from 2012 in the United Kingdom (except and to the extent that this is the arrangement which
the Employer designates as the Scheme).


 


Currently,
a Contracting-Out Certificate pursuant to the provisions of the Pensions Act 1995 is not in force in respect of the Executive’s
employment.


 


The
contribution or allowance paid by the Employer will not be taken into account for the purposes of calculating bonus or other such
payments as provided for in clause 3.1 above and shall be exclusive of the Executive’s 4% flexible benefit allowance.



    	 



    	



    

		4.2	This
                                                                                                                                                                                                                  Clause shall apply where the Executive loses rights to payments pursuant to a letter dated 15 December 2008 and related
                                                                                                                                                                                                                  documents between
                                                                                                                                                                                                                  Santander, and the Executive.   In recognition that the Executive will by reason of accepting employment with the
                                                                                                                                                                                                                  Employer, suffer loss in relation to payments on retirement by virtue of his loss of rights as referred to in this Clause,
                                                                                                                                                                                                                  the Employer has agreed to establish for the Executive as soon as reasonably practicable an unfunded pension arrangement for
                                                                                                                                                                                                                  and in respect of the Executive (in terms to be agreed with the Executive but to be no less favourable to the Executive than
                                                                                                                                                                                                                  his arrangement earned with Santander up to cessation of his employment with Santander, and subject to complying with any
                                                                                                                                                                                                                  requirements of the FSA, including its Remuneration Code, as amended from time to time) to compensate him for the loss of
                                                                                                                                                                                                                  payments under his exiting arrangements.



 


		4.3	Flexible
                                         Benefits



 


The
Executive shall be eligible to participate in the Flexible Benefits Scheme. The Executive shall receive in addition to salary
a 4% flex cash allowance each month which the Executive can use, together with up to 50% of salary, to select from a range of
benefits. Eligibility for flexible benefits will commence on the 1st day of the following month after the Commencement Date.


 


		4.4	Salary
                                         sacrifice arrangements



 


The
Employer has or may at some stage introduce a salary sacrifice arrangement. Under this arrangement some or all of the Executive’s
pension contributions payable to the Scheme from time to time (which may at the Employer’s discretion include both regular
or mandatory contributions or voluntary contributions) are currently or will be paid on the Executive’s behalf by the Employer
in return for a reduction in the Executive’s salary (although pension and life cover benefits will be calculated without
regard to this reduction).  By signing and/or entering into this contract the Executive has agreed to this reduction.  The
Executive is therefore automatically a member of the salary sacrifice scheme (if one is already in place) or alternatively will
join the salary sacrifice arrangement if it is introduced unless the Executive chooses to opt out as permitted under the terms
of the salary sacrifice arrangement.


 


		4.5	Rights
                                         of the Employer



 


The
Employer shall be entitled at any time to terminate or vary the Scheme or the Executive’s membership of it. For the avoidance
of doubt termination of the Scheme shall not affect the Executive’s entitlement to receive an amount equal to 25% of the annual
salary as a pension allowance.


 


		4.6	Car
                                         Allowance



 


The
Executive shall be eligible to receive a non pensionable cash allowance of £1,000 payable each month.


 


		4.7	Life
                                         Cover



 


The
Executive will be provided with Life Cover.


 


The
amount of Life Cover in the event of the Executive’s death during the Employment will be equal to four times the annual
salary set out in Clause 3.1 (as revised from time to time), irrespective of whether or not the Executive is a member of any pension
scheme operated by the Employer.


 


If
the Executive joins the Scheme for retirement benefits, depending on the Executive’s circumstances at the time of the Executive’s
death, there may be a further benefit available of up to four times the annual salary set out in Clause 3.1 (as revised from time



    	 



    	



    

to
time). The provision of any such benefit will be as provided for in the terms of the New Scheme.


 


Such
Life Cover will be provided under the terms of any arrangement designated by the Employer and notified to the Executive (subject
to the proviso that any Life Cover in excess of the Lifetime Allowance applicable to registered pension schemes will be provided
by the Employer or through an arrangement other than a registered pension scheme).


 


		4.8	Private
                                         Medical and Permanent Health Cover



 


			The
                                         Executive may participate, during the Employment, in the Employer’s international
                                         private health scheme. International private health cover will be provided for the Executive,
                                         his spouse and his dependent children subject to and in accordance with such terms from
                                         time to time on which any appointed supplier provides cover (including eligibility requirements).
                                         In addition, the Employer will provide Permanent Health cover at a level and on terms
                                         to be agreed with the Executive. If and to the extent that the Employer reduced, varies
                                         or withdraws the private health scheme or permanent health cover for all other participants,
                                         the arrangements in this clause may also be reduced, varied or withdrawn by the Employer
                                         to the same extent.



 


		4.9	Health
                                         Screening



 


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


 


		4.10	Deductions



 


			For
                                         the avoidance of doubt, any and all remuneration or benefits provided by virtue of this
                                         Agreement shall be subject to such deductions for tax and National Insurance as the Employer
                                         is required to make by law or the tax and/or National Insurance authorities. Professional
                                         advice will be provided for the Executive on the Employer’s standard terms in respect
                                         of the Executive’s UK and Spanish tax returns.



 


		4.11	Other
                                         Benefits



 


			The
                                         Executive acknowledges that (except for any specific awards or entitlements notified
                                         to the Executive individually or by a general notice to staff and subject to the other
                                         provisions of this Agreement including the provisions set out in Clause 5 which are contractual)
                                         participation in any bonus, share option, share incentive or other employee benefit plan,
                                         scheme or arrangement (“Plan”) is not a contractual entitlement and on termination
                                         of the Employment the Executive will have no right to compensation or otherwise against
                                         the Employer or any other Group Company by reason of no longer being able to participate
                                         in any such Plan.



 


		5	Share
                                         Buy-Out Awards



 


Awards


 


		5.1	In
                                         recognition that the Executive’s outstanding awards over Santander shares will
                                         lapse on accepting Employment with the Employer, the Employer has agreed that it will,
                                         as soon as reasonably practicable following commencement of the Employment, procure the
                                         grant to the Executive of awards over shares in Lloyds Banking Group plc on the following
                                         bases. The Employer may change any of the vesting dates specified in Clauses 5.1.1 and
                                         5.1.2 below to a later date (such time being a date which is as close as possible to
                                         the original vesting date specified below), at the time of grant of the Share Buy-Out
                                         Awards or




    	 



    	



    

subsequently
if it becomes necessary to do so to comply with the Listing Rules of the UK Listing Authority or to take account of the actual
Commencement Date.


 


		5.1.1	in
                                         respect of shares the Executive could otherwise have acquired in 2011 and 2012 under
                                         the Santander performance share plan, an award over a number of Lloyds Banking Group
                                         plc shares whose value on the date of commencement of Employment equates to the value
                                         on 30 November 2010 of 52,962 Santander shares (being 91% of the Santander shares under
                                         the relevant Santander performance share plan awards). 44 % of the award will vest on
                                         15 June 2011 and 56% of the award will vest on 15 June 2012 as long as the Executive
                                         remains in Employment, except as provided in Clauses 5.3 and 5.4 and subject to the deduction
                                         of income tax and any other withholding obligations for which the Executive is liable;
                                         and



 


		5.1.2	in
                                         respect of shares the Executive could otherwise have acquired in 2013 under the Santander
                                         performance share plan, an award over a number of Lloyds Banking Group plc shares whose
                                         value on the date of commencement of Employment equates to the value on 30 November 2010
                                         of 60,000 Santander shares under the relevant Santander performance share plan award.
                                         The award will vest on 14 June 2013 if a performance condition based on the TSR performance
                                         of Lloyds Banking Group plc against the peer group currently set in relation to the Santander
                                         shares amended to include Santander is satisfied, as long as the Executive remains in
                                         Employment, except as provided in Clauses 5.3 and 5.4 and subject to the deduction of
                                         income tax and any other withholding obligations for which the Executive is liable.



 


(together
referred to as the “Share Buy-Out Awards”).


 


		5.2	For
                                         the purposes of calculating the value of the Share Buy-Out Awards referred to in clauses
                                         5.1.1 and 5.1.2, the value of the Santander shares will be the agreed Pounds Sterling
                                         equivalent of the closing price on 30 November 2010 and the value for the shares of Lloyds
                                         Banking Group plc will be the Pounds Sterling closing price on 30 November 2010.



 


Forfeiture
and Malus


 


		5.3	This
                                         Clause 5.3 is subject to Clauses 5.4 and 5.5. Upon termination of the Employment for
                                         any reason, any Share Buy-Out Award that has vested will be retained by the Executive
                                         and not lapse. If the Executive ceases to be an employee of the Group:



 


		5.3.1	because
                                         he is Dismissed for Cause or by reason of his voluntary resignation (i.e. in circumstances
                                         in which he is not entitled to resign without notice owing to the conduct of the Group),
                                         any Share Buy-Out Award which has not yet vested will lapse on the Termination Date;
                                         or



 


		5.3.2	for
                                         any other reason (including Absence Dismissal under Clause 11.3) any Share Buy-Out Awards
                                         which have not vested will not lapse and will vest on the vesting dates specified in
                                         the Share Buy-Out Awards subject to such performance conditions as are referred to in
                                         Clause 5.1.



 


		5.4	The
                                         Board may in its absolute discretion determine that the number of Shares over which a
                                         Share Buy-Out Award may vest may be reduced (to nil if appropriate) as a result of:



 


		5.4.1	the
                                         Lloyds Banking Group plc annual report and accounts having been materially restated at
                                         any time during the period between the grant of the Share Buy-Out




    	 



    	



    

Award
and the vesting date of the Share Buy-Out Award as a result of the conduct of the Executive other than material restatement due
to a change in accounting policy or to rectify a minor error;


 


		5.4.2	the
                                         Executive having, in the reasonable opinion of the Board, deliberately misled the management
                                         of the Lloyds Banking Group plc, the market and/or Lloyds Banking Group plc shareholders
                                         regarding the financial performance of Lloyds Banking Group plc at any time during the
                                         period between the grant of the Share Buy-Out Award and the vesting date of the Share
                                         Buy-Out Award;



 


		5.4.3	the
                                         Executive’s actions at any time during the period between the grant of the Share Buy-Out
                                         Award and the vesting date of the Share Buy-Out Award having, in the reasonable opinion
                                         of the Board, caused harm to the reputation of the Group; or



 


		5.4.4	any
                                         other factors considered by the Board to be relevant which are compliant with and no
                                         more onerous than requirements under the Financial Services Authority Code on Remuneration
                                         Practices.



 


		5.5	Any
                                         Share Buy-Out Awards granted in accordance with Clause 5.1 and any payment made in accordance
                                         with clause 5.8 must satisfy any relevant requirements of the FSA, including its Remuneration
                                         Code as amended from time to time.



 


		5.6	After
                                         signature of this Agreement, the Executive will at the Employer’s request use all
                                         reasonable endeavours to obtain such additional documents as are reasonably requested
                                         by the Employer from Santander and if there are any discrepancies between the arrangements
                                         agreed between the Executive and the Employer and the arrangements the Executive had
                                         at Santander, such discrepancies will be resolved between the parties in good faith and
                                         with the objective that the Executive is not overcompensated in relation to the Share
                                         Buy-Out Awards, any bonus award pursuant to Clause 3.3 and any payments pursuant
                                         to Clause 5.8.



 


		5.7	References
                                         in this clause to various Santander plans shall be to those plans as named and described
                                         in the form 20-F issued by Santander on 10 June 2010.



 


		5.8	In
                                         recognition that the Executive’s right to receive his delayed vesting compensation of
                                         an amount of £61,605 will lapse on the Executive accepting Employment with the
                                         Employer, the Employer shall pay to the Executive a sum of £20,535 on each of 31
                                         March 2011, 31 March 2012 and 31 March 2013. The payments shall be made subject to deduction
                                         of income tax and any other withholding obligations for which the Executive is liable
                                         and shall not be treated as salary or taken into account for the purposes of calculating
                                         bonus or other awards, pension contribution or benefits or any other benefits provided
                                         under this Agreement. Upon termination of the Employment for any reason, any outstanding
                                         payment under this clause will be retained by the Executive and not lapse. If the Executive
                                         ceases to be an employee of the Group:



 


		5.8.1	because
                                         he is Dismissed for Cause or by reason of his voluntary resignation (i.e. in circumstances
                                         in which he is not entitled to resign without notice owing to the conduct of the Group),
                                         any outstanding payment will lapse on the Termination Date; or



 


		5.8.2	for
                                         any other reason (including Absence Dismissal under Clause 11.3) any outstanding payment
                                         will not lapse and will be paid on the due date.




    	 



    	



    

		6	Holiday
                                         and Expenses



 


		6.1	The
                                         Executive shall be entitled during the Employment to 30 working days holiday in each
                                         calendar year plus bank holidays. Holiday may only be taken at such time or times as
                                         the Executive’s line manager shall approve. The Executive’s holiday entitlement
                                         shall be pro rated for the year in which the Employment begins and for the year in which
                                         the Employment ends.



 


		6.2	The
                                         Employer will refund to the Executive all reasonable expenses properly incurred by the
                                         Executive in performing the duties under this Agreement, provided that these are incurred
                                         in accordance with Employer’s policy from time to time. The Employer will require
                                         the Executive to produce receipts or other documents as proof for any expenses claimed.



 


		7	Confidentiality



 


		7.1	Without
                                         prejudice to the common law duties which the Executive owes to the Employer, the Executive
                                         agrees to preserve the confidentiality of any trade secrets and/or confidential information
                                         belonging or relating to the Employer or its employees or relating to the Works, in whatever
                                         form (written, oral, visual and electronic), whether of a technical or commercial nature,
                                         disclosed to the Executive by or on behalf of the Employer or its employees or otherwise
                                         comes under the control of the Executive in the course of the Employment (“Confidential
                                         Information”), and agrees not to (except in so far as may be strictly necessary
                                         for the proper performance of the duties under this Agreement or with the prior written
                                         consent of the Employer), copy, use, discuss with or disclose to any third party any
                                         Confidential Information. This provision will not apply to Confidential Information which
                                         becomes public other than through unauthorised disclosure by the Executive. The Executive
                                         will use best endeavours to prevent the unauthorised copying, use or disclosure of such
                                         information by any third party.



 


		7.2	In
                                         the course of the Employment the Executive is likely to obtain Confidential Information
                                         belonging or relating to other Group Companies or other persons. The Executive will treat
                                         such information as if it falls within the terms of Clause 7.1 and Clause 7.1 will apply
                                         with any necessary amendments to such information. If requested to do so by the Employer,
                                         the Executive will enter into an agreement with other Group Companies or any other persons
                                         in the same terms as Clause 7.1 with any amendments necessary to give effect to this
                                         provision.



 


		7.3	The
                                         Executive agrees not to, either during or after the termination of the Employment (without
                                         the written consent of the Employer) make any public announcement, statement or comment
                                         (whether to the media or otherwise) concerning:



 


		7.3.1	the
                                         affairs of the Employer or any other Group Company;



 


		7.3.2	the
                                         circumstances of the termination of the Employment and any offices (except he may disclose
                                         the reason for such termination to any prospective or future employer) with any other
                                         Group Company; or



 


		7.3.3	anything
                                         that may be detrimental to the Employer or any other Group Company, except as required
                                         by law or any regulatory body.



 


		7.4	Nothing
                                         in this Agreement will prevent the Executive from making a “protected disclosure”
                                         in accordance with the provisions of the Employment Rights Act 1996.







    	 



    	



    

		8	Intellectual
                                         Property Rights



 


		8.1	The
                                         Executive shall prepare, maintain and promptly disclose to the Employer immediately on
                                         creation full written details of all Works made, created or developed, wholly or partially,
                                         by the Executive at any time during the course of the Employment (whether or not during
                                         working hours or using Group premises or resources). The Executive acknowledges that
                                         all Intellectual Property Rights subsisting (or which may in the future subsist) in any
                                         Work shall automatically, on creation, vest in the Employer absolutely. To the extent
                                         that they do not vest automatically, the Executive hereby assigns (or where immediate
                                         assignment is not effective, agrees to assign) to the Employer, with full title guarantee,
                                         all the Executive’s Intellectual Property Rights in any Work. Pending assignment,
                                         the Executive shall hold the Intellectual Property Rights on trust for the Employer.
                                         The Executive agrees to promptly execute all documents and do all acts as may, in the
                                         opinion of the Employer, be necessary to give effect to this Clause 8.1.



 


		8.2	So
                                         far as permitted by applicable laws, the Executive hereby irrevocably waives all moral
                                         rights under Chapter IV (Moral Rights) of Part 1 of the Copyright, Designs and Patents
                                         Act 1988 (and all similar rights in other jurisdictions), which he may have or will have
                                         in any Work.



 


		8.3	The
                                         Executive hereby irrevocably appoints the Employer to act as the Executive’s attorney
                                         to do everything necessary to give the Employer the full benefit of the rights under
                                         this Clause 8.



 


		8.4	The
                                         rights and obligations of the parties under this Clause 8 shall continue after expiry
                                         or termination of this Agreement.



 


		9	Garden
                                         Leave and Suspension



 


Garden
Leave


 


		9.1	At
                                         any time after notice to terminate the Employment is given by either party, or if the
                                         Executive resigns without giving due notice and the Employer does not accept the Executive’s
                                         resignation, the Employer may require the Executive to take a period of absence called
                                         garden leave (the “Garden Leave Period”). The Garden Leave Period
                                         shall last for such period or periods of the notice period as the Employer shall in its
                                         absolute discretion determine. The provisions of Clause 9.2 to Clause 9.8 apply to any
                                         Garden Leave Period.



 


		9.2	During
                                         the Garden Leave Period the Executive will not, without prior written consent of their
                                         line manager, be employed or otherwise engaged in the conduct of any activity, whether
                                         or not of a business nature. The Employer will have no obligation to provide work to
                                         the Executive during the Garden Leave Period. Further, the Executive will not, unless
                                         requested by the Employer:



 


		9.2.1	enter
                                         or attend the premises of the Employer or any other Group Company; or



 


		9.2.2	contact
                                         or have any communication with any customer or client of the Employer or any other Group
                                         Company in relation to the business of the Employer or any other Group Company; or



 


		9.2.3	contact
                                         or have any communication with any employee, officer, director, agent or consultant of
                                         the Employer or any other Group Company in relation to the business of the Employer or
                                         any other Group Company; or




    	 



    	



    

		9.2.4	remain
                                         or become involved in any aspect of the business of the Employer or any other Group Company
                                         except as required by such companies.



 


		9.3	During
                                         the Garden Leave Period the Executive shall be available to deal with requests for information,
                                         be available for meetings (unless the Employer has agreed in writing that the Executive
                                         may be unavailable for a period) and to advise on matters relating to work.



 


		9.4	During
                                         the Garden Leave Period the Employer may require the Executive to comply with the provisions
                                         of Clause 12, except that there will be no requirement to return any company car in the
                                         possession of the Executive. The Employer may also require the Executive to resign immediately
                                         from any directorship held in the Employer, any other Group Company or any other company
                                         where such directorship is held as a consequence or requirement of the Employment, unless
                                         the Executive is required by the Employer to perform duties to which any such directorship
                                         relates in which case the Executive may retain such directorships while those duties
                                         are ongoing. The Executive hereby irrevocably appoints the Employer to be the Executive’s
                                         attorney to execute any instrument and do anything in the Executive’s name and
                                         on their behalf to effect the Executive’s resignation if the Executive fails to
                                         do so in accordance with this Clause 9.4



 


		9.5	During
                                         the Garden Leave Period, the Executive will be entitled to receive the salary and all
                                         contractual benefits in accordance with the terms of this Agreement. For the avoidance
                                         of doubt the Executive shall not be entitled to participate in any bonus or other such
                                         incentive scheme. Any unused holiday accrued at the commencement of the Garden Leave
                                         Period and any holiday accrued during any Garden Leave Period will be deemed to be taken
                                         by the Executive during the Garden Leave Period in relation to day(s) (not being a Saturday,
                                         Sunday, public or bank holiday) during which the Executive was not required to deal with
                                         information requests, attend a meeting or give advice.



 


		9.6	The
                                         Executive agrees and acknowledges that during any Garden Leave Period the Employer may
                                         appoint another person to carry out duties in substitution of the Executive.



 


		9.7	At
                                         the end of the Garden Leave Period, the Employer may, at its sole and absolute discretion,
                                         pay the Executive basic salary alone in lieu of the balance of any period of notice given
                                         by the Employer or the Executive (less any deductions the Employer is required by law
                                         to make).



 


		9.8	All
                                         duties of the Employment (whether express or implied), including, but not limited to,
                                         the Executive’s duties of fidelity, good faith and under Clauses 2.1, 2.2 and 2.3
                                         shall continue throughout the Garden Leave Period.



 


Suspension


 


		9.9	Without
                                         prejudice to the Executive’s rights to remuneration and other benefits hereunder,
                                         the Employer shall have the right at any time to require the Executive not to attend
                                         at any place of work or otherwise to suspend the Executive from the performance of any
                                         duties under this Agreement. During the period of such suspension the Employer may assign
                                         the Executive’s duties, titles or powers to another. Further, during such period
                                         of suspension the Employer shall be under no obligation to vest in or assign to the Executive
                                         any powers or duties or to provide any work to the Executive. For the avoidance of doubt,
                                         during any period of suspension the rights of the Employer and duties of the Executive
                                         set out in clauses 9.2 – 9.8 above shall apply (save that the Employer shall not
                                         require the Executive to resign from any directorships unless a complaint is made out
                                         against him and otherwise subject to any FSA or other regulatory requirements).




    	 



    	



    

		10	Restrictions
                                         after termination of Employment



 


		10.1	The
                                         Executive is likely to obtain Confidential Information and personal knowledge of and
                                         influence over employees of the Group during the course of the Employment. To protect
                                         these interests of the Employer, the Executive agrees with the Employer that the Executive
                                         will be bound by the following:



 


		10.1.1	subject
                                         to clause 10.2 throughout the Employment and during the period of 6 months commencing
                                         with the Relevant Date the Executive will not (either on their own behalf or with any
                                         other person, whether directly or indirectly) be employed in, or carry on (or be a director
                                         of any company engaged in) any business which, is or is about to be in competition with
                                         any business of the Employer (or any other Group Company) being carried on by such company
                                         at the Relevant Date provided the Executive was concerned or involved with that business
                                         to a material extent at any time during the 12 months prior to the Relevant Date;



 


		10.1.2	throughout
                                         the Employment and during the period of 12 months commencing on the Relevant Date the
                                         Executive will not (either on their own behalf or for or with any other person, whether
                                         directly or indirectly) entice or try to entice away from the Employer or (as the case
                                         may be) any other Group Company any Restricted Employee;



 


		10.1.3	throughout
                                         the Employment and during the period of 12 months commencing on the Relevant Date the
                                         Executive will not (either on their own behalf or for or with any other person, whether
                                         directly or indirectly) employ or engage or try to employ or engage any Restricted Employee;



 


		10.1.4	throughout
                                         the Employment and during the period of 12 months commencing on the Relevant Date the
                                         Executive will not (either on their own behalf or for or with any other person, whether
                                         directly or indirectly) canvass, solicit or attempt to entice away from the Employer
                                         or (as the case may be) any other Group Company any business of any Relevant Customer
                                         or Prospective Customer in respect of the Relevant Services; and



 


		10.1.5	throughout
                                         the Employment and during the period of 12 months commencing on the Relevant Date the
                                         Executive will not interfere or endeavour to interfere with the continuance of supplies
                                         to the Employer and/or any other Group Company or the terms relating to those supplies
                                         by any Relevant Supplier.



 


		10.2	In
                                         the event that the Employer gives notice to terminate the Executive’s employment
                                         and the Executive works 6 months or more of the Executive’s notice period, the
                                         Employer will not require the Executive to comply with Clause 10.1.1 above following
                                         the termination of the Executive’s employment.



 


		10.3	Following
                                         the Termination Date, the Executive will not hold out as being in any way connected with
                                         the businesses of the Employer or of any other Group Company (except to the extent agreed
                                         by such a company).



 


		10.4	Any
                                         benefit given or deemed to be given by the Executive to any Group Company under the terms
                                         of Clause 10 is received and held on trust by the Employer for the relevant Group Company.
                                         The Executive will enter into appropriate restrictive covenants directly with other Group
                                         Companies if asked to do so by the Employer.



 


		10.5	The
                                         Executive acknowledges that the provisions of this Clause are fair, reasonable and necessary
                                         in order to protect the Confidential Information and business connections of the




    	 



    	



    

Employer,
and any other Group Company, to which the Executive has access as a result of the Employment


 


		10.6	Each
                                         of the obligations in this Clause 10 is an entirely separate and independent restriction
                                         on the Executive. If any part is found to be invalid or unenforceable the remainder will
                                         remain valid and enforceable.



 


		10.7	The
                                         Executive acknowledges and agrees to draw the provisions of this Clause 10 to the attention
                                         of any third party who may at any time before or after the termination of the Employment
                                         offer to employ or engage the Executive in any capacity and for whom or with whom the
                                         Executive intends to work during the 12 months following the Termination Date.



 


		11	Termination



 


Summary
Dismissal


 


		11.1	The
                                         Employer may terminate the Employment at any time forthwith by written notice to the
                                         Executive (and without any requirement of prior notice) if the Executive shall:-



 


		11.1.1	commit
                                         any material breach, or continue (after written warning) to commit any breach, of the
                                         obligations under this Agreement;



 


		11.1.2	be
                                         guilty of any material misconduct or material neglect in the discharge of the duties;



 


		11.1.3	have
                                         a bankruptcy order made against them or make any arrangement or composition with the
                                         Executive’s creditors or have an interim order made against them pursuant to the
                                         Insolvency Act 1986 (or any re-enactment or amendment thereof for the time being in force);



 


		11.1.4	be
                                         convicted of any criminal offence (except any road traffice offence for which a non-custodial
                                         penalty is imposed) which in the reasonable opinion of the Employer affects the Executive’s
                                         position as an employee under this Agreement;



 


		11.1.5	bring
                                         the name or reputation of the Executive or Employer, or any Group Company into disrepute;



 


		11.1.6	be
                                         or become prohibited by law from becoming or remaining a director;



 


		11.1.7	be
                                         disqualified or disbarred from membership of, or be found to have committed any serious
                                         disciplinary offence by, or be found not to be a fit and proper person by, any professional
                                         or regulatory body governing the conduct of the Executive or the business of any Group
                                         Company;



 


		11.1.8	cease
                                         to have FSMA Approval;



 


		11.2	Where
                                         the Executive has been summarily dismissed or where the Executive terminates the Employment
                                         in breach of the notice provisions in Clause 1.3.2, the calculation of any payment in
                                         lieu of outstanding holiday entitlement owed by the Employer to the Executive shall be
                                         calculated as being £1.



 


Absence
Dismissal


 


		11.3	If
                                         the Executive (owing to sickness, injury or other similar incapacity) does not perform
                                         the duties under this Agreement for a period of at least 26 weeks (or at least 26 weeks
                                         in aggregate in any period of twelve months) the Employer shall be entitled to terminate
                                         the Employment by giving to the Executive not less than 3 months’ notice at any
                                         time while the




    	 



    	



    

Executive
does not perform the duties and the Executive shall have no claim for compensation or otherwise against the Employer by reason
of such termination.


 


Reconstructions
or amalgamation


 


		11.4	If
                                         employment of the Executive under this Agreement is terminated by reason of the liquidation
                                         of the Employer for the purpose of reconstruction or amalgamation and the Executive is
                                         offered employment with any concern or undertaking resulting from the reconstruction
                                         or amalgamation on terms and conditions materially no less favourable overall than the
                                         terms of this Agreement (and any written amendment thereto), then the Executive shall
                                         have no claim against the Employer in respect of the termination of the Employment (whether
                                         or not the notice required by Clause 1.3 shall have been given).



 


Payment
in lieu of notice


 


		11.5	The
                                         Employer may, at any time in its absolute discretion elect to terminate the Employment
                                         and this Agreement by paying to the Executive, in lieu of the notice period referred
                                         to in Clause 1.3 or any part thereof, an amount equivalent to the basic salary for such
                                         period or part period. Such a payment shall be subject to such deductions for tax and
                                         national insurance as are required by law and to any other authorised deductions.



 


		11.6	For
                                         the avoidance of doubt:-



 


		(i)	If
                                         the Employer terminates the Executive’s employment other than in accordance with
                                         its rights under this Agreement any entitlement to damages for breach of contract will
                                         be assessed on normal common law principles (including the Executive’s obligation
                                         to mitigate any losses); and



 


		(ii)	The
                                         right of the Employer to make a payment in lieu of notice does not give rise to any right
                                         for the Executive to receive such a payment.



 


		11.7	The
                                         Employer will pay any sums due under Clause 11.5 in monthly instalments over the period
                                         until the date on which notice, if it had been served in accordance with Clause 1.3,
                                         would have expired (the “Relevant Period”). The Executive is obliged
                                         to seek alternative income over the Relevant Period and to disclose the gross amount
                                         of any such income to the Employer as evidenced by payslips and/or invoices in a timely
                                         manner. The Employer’s monthly instalment payments pursuant to this Clause 11.7
                                         shall then be reduced by the gross amount of such alternative income earned in respect
                                         of any part of the Relevant Period. Payments shall be subject to such deductions for
                                         tax and national insurance contributions as are required by law and to any other authorised
                                         deductions.



 


		12	Return
                                         of Property



 


		12.1	The
                                         Executive will immediately upon the termination of the Employment return to the Employer
                                         at such place as the Employer may reasonably specify



 


		12.1.1	all
                                         documents and other materials (whether originals or copies) made or compiled by or delivered
                                         to the Executive during the Employment and concerning any Group Company, including any
                                         Confidential Information and will not retain any copies of such documents or materials;
                                         and



 


		12.1.2	all
                                         other property belonging or relating to any Group Company, in good condition (allowing
                                         for fair wear and tear).




    	 



    	



    

		13	Directorships



 


		13.1	The
                                         Executive’s office in any Group Company is subject to the Articles of Association
                                         of the relevant company (as amended from time to time). If the provisions of this Agreement
                                         conflict with the provisions of the Articles of Association, the Articles of Association
                                         will prevail.



 


		13.2	The
                                         Executive must resign from any office held in any Group Company if asked at any time
                                         to do so by the Employer.



 


		13.3	By
                                         entering into this Agreement, the Executive irrevocably appoints the Employer as attorney
                                         to act in the Executive’s name and on the Executive’s behalf to execute any
                                         document or do anything in the Executive’s name necessary to effect the Executive’s
                                         resignation in accordance with Clause 13.2. If there is any doubt as to whether such
                                         a document (or other thing) has been carried out within the authority conferred by this
                                         Clause 13.3, a certificate in writing (signed by any director or the secretary of the
                                         Employer) will be sufficient to prove that the act or thing falls within that authority.



 


		13.4	The
                                         termination of any directorship or other office held by the Executive will not terminate
                                         the Executive’s employment or amount to a breach of terms of this Agreement by
                                         the Employer.



 


		13.5	During
                                         the Employment the Executive will not do anything which could cause the Executive to
                                         be disqualified from continuing to act as a director of any Group Company.



 


		13.6	The
                                         Executive must not resign office as a director of any Group Company without the agreement
                                         of the Employer save that this restriction shall not prevent the Executive from resigning
                                         such office during any period of Garden Leave if the Executive reasonably considers his
                                         position and liability as an officer of the relevant company is materially prejudiced
                                         by the acts or omissions of its board or the Board.



 


		14	Disciplinary
                                         and Grievance Procedures



 


		14.1	Any
                                         disciplinary matter affecting the Executive will be dealt with by their line manager



 


		14.2	If
                                         the Executive has any grievance relating to their employment such grievance should be
                                         made in writing to their line manager. If the Executive is dissatisfied with their line
                                         manager’s treatment of the grievance, the matter may be referred to the Chief Executive
                                         or an alternative sufficiently senior Director.



 


		15	Miscellaneous
                                         Conditions of Employment



 


		15.1	The
                                         Staff Manual (People Policies and Practice)/HR policies and practice contains general
                                         information regarding policies and procedures currently in place, within the Group, which
                                         may be altered from time to time at the sole discretion of the Employer. These do not
                                         form part of this Agreement except for the following provisions:-



 


	 	LTSB
    Heritage	 	HBOS
    Heritage
	 	 	 	 	 
	 	15.1.1	Group
    Security Policy	 	Group
    Security Policy
	 	 	 	 	 
	 	15.1.2	Personal
    Account Dealing	 	Personal
    Integrity and Conduct Policy
	 	 	 	 	 
	 	15.1.3	Sick
    Pay	 	Sick
    Pay and Procedure




    	 



    	



    

	 	15.1.4	Sickness
    absence reporting	 	Health
    Wellbeing and Attendance
	 	 	 	 	 
	 	15.1.5	Smoking
    Policy	 	Management
    Policy and Procedures


 


If
there is any conflict between this Agreement and such provisions, then this Agreement shall prevail.


 


		15.2	There
                                         are no collective agreements affecting the employment of the Executive.



 


		16	Contracts
                                         (Rights of Third Parties) Act 1999 and Data Protection Act 1998



 


		16.1	No
                                         person other than the parties to this Agreement or any Group Company shall have any right
                                         to enforce any term of this Agreement under The Contracts (Rights of Third Parties) Act
                                         1999.



 


		16.2	For
                                         the purposes of the Data Protection Act 1998 (the “Act”) the Executive consents
                                         to the holding, processing and disclosure of personal data (including sensitive data
                                         within the meaning of the Act) provided by the Executive to the Employer for all purposes
                                         relating to the performance of this Agreement including, but not limited to:



 


		16.2.1	administering
                                         and maintaining personnel records;



 


		16.2.2	paying
                                         and reviewing salary and other remuneration and benefits;



 


		16.2.3	providing
                                         and administering benefits (including if relevant, pension, life assurance, permanent
                                         health insurance and medical insurance);



 


		16.2.4	undertaking
                                         performance appraisals and reviews;



 


		16.2.5	maintaining
                                         sickness and other absence records;



 


		16.2.6	taking
                                         decisions as to the Executive’s fitness for work;



 


		16.2.7	providing
                                         references and information to future employers, and if necessary, governmental and quasi-governmental
                                         bodies for social security and other purposes, Her Majesty’s Revenue and Customs
                                         and the Contributions Agency;



 


		16.2.8	providing
                                         information to future purchasers of the Employer or of the business in which the Executive
                                         works; and



 


		16.2.9	transferring
                                         information concerning the Executive to a country or territory outside the EEA.



 


The
Executive acknowledges that during the employment the Executive will have access to and process, or authorise the processing of
personal data and sensitive personal data relating to employees, customers and other individuals held and controlled by the Employer.
The Executive agrees to comply with the terms of the Act in relation to such data and to abide by the Employer’s data protection
policy issued from time to time.


 


		17	Other
                                         Agreements



 


		17.1	This
                                         Agreement shall be in substitution for all existing contracts of service or consultancy
                                         between the Employer or any Group Company and the Executive, which (without prejudice
                                         to any accrued rights) shall be treated as cancelled with effect from the Commencement
                                         Date.



 


		17.2	This
                                         Agreement comprises the whole agreement between the Employer and the Executive relating
                                         to the Employment, to the exclusion of all other warranties, representations made in
                                         good faith, undertakings and collateral contracts.




    	 



    	



    

		18	Notices



 


Any
notice under this Agreement shall be in writing and shall either be given personally or be sent by prepaid first class post by
the Employer to the Executive at their home address notified to the Employer pursuant to Clause 2.1 or at any other last known
UK residential address, or by the Executive to the Employer at its address stated above or its other last known address. Any notice
sent by the Employer by post shall be deemed to have been received two business days after the date of posting.


 


		19	Interpretation



 


General


 


		19.1	In
                                         this Agreement:



 


		19.1.1	where
                                         the context permits, references to the singular shall include references to the plural
                                         and vice versa;



 


		19.1.2	the
                                         Employer’s Staff Manual shall mean the current manual of the Employer entitled
                                         “People Policies and Practice”/HR Policies and Practice, as may be amended
                                         or replaced by the Employer from time to time at its sole and absolute discretion. Upon
                                         any amendment or replacement, the references to the sections of the now current Employer’s
                                         Staff Manual/HR Policies and Practice in Clause 15.1 shall be construed so as to be references
                                         to the provisions of the amended or replaced Employer’s Staff Manual dealing with
                                         the same subject matter;



 


		19.1.3	references
                                         to a Clause mean a Clause in this Agreement;



 


		19.1.4	Clause
                                         headings are inserted for convenience only and shall not affect the construction of this
                                         Agreement.



 


Definitions


 


		19.2	In
                                         this Agreement unless the context otherwise requires:



 


“Board”
means board of directors of the Employer or any duly authorised committee of the same;


 


“Commencement
Date” has the meaning given in Clause 1.3;


 


“Confidential
Information” has the meaning given in Clause 7.1;


 


“Dismissal
for Cause” shall include termination of the Executive’s employment:-


 


		(a)	on
                                         any grounds listed in Clause 11.1; or



 


		(b)	for
                                         any reason relating to the Executive’s performance or conduct where the Board in good
                                         faith considers that the Executive has failed or is failing to perform and/or conduct
                                         himself to the standard expected by the Board; or in any other circumstances where the
                                         Board in good faith considers that it is in the best interests of Lloyds Banking Group
                                         plc that the Executive’s employment be terminated;



 


“Employment”
has the meaning given in Clause 1.1;


 


“FSA”
means the Financial Services Authority and/or any successor regulatory body or bodies relevant to the Employer’s business
from time to time;



    	 



    	



    

“FSMA
2000” means the Financial Services and Markets Act 2000, as amended and in force from time to time, and/or any legislation
which re-enacts or consolidates or modifies such legislation from time to time or otherwise replaces such legislation in respect
of the FSA;


 


“FSMA
Approval” has the meaning given in Clause 1.2.


 


“Garden
Leave Period” has the meaning given in Clause 9.1;


 


“Group
Company” means any of Lloyds Banking Group plc and its subsidiaries (as such terms are defined in the Companies Act
2006), and “Group” means all of them;


 


“Intellectual
Property Rights” means all intellectual property rights, and interests in or to intellectual property rights, which
may subsist in any part of the world, including where such rights are or may be obtained or enhanced by registration, any registrations,
applications for registrations and rights to apply for registration of such intellectual property rights;


 


“Prospective
Customer” means any person, firm or company which has been engaged in negotiations, with which the Executive
has been personally involved, with the Employer or any other Group Company with a view to purchasing products or services from
the Employer or any other Group Company during the period of 6 months prior to the Relevant Date;


 


“Relevant
Customer” means any person, firm or company which at any time during the 12 months prior to the Relevant Date was a
customer of the Employer or any other Group Company, with whom or which the Executive dealt other than in a de minimis way or
for whom or which the Executive was responsible in a supervisory or managerial capacity on behalf of the Employer or any other
Group Company at any time during the said period;


 


“Relevant
Date” means (i) in the case of Clause 10.1.1 the earlier of the date the Executive gives notice to terminate his employment,
the Termination Date or the date on which the Executive commences any Garden Leave Period; and (ii) in the case of Clauses 10.1.2
to 10.1.5 the Termination Date, or if earlier, the date on which the Executive commences any Garden Leave Period;


 


“Relevant
Services” products and services competitive with those supplied by the Employer or any other Group Company at any time
during the 12 months prior to the Relevant Date in the supply of which the Executive was involved or concerned other than in a
de minimis way at any time during the said period;


 


“Relevant
Supplier” means any person, firm or company which at any time during the 12 months prior to the Relevant Date was a
supplier of any goods or services (other than utilities and goods or services supplied for administrative purposes) to the Employer
or any Group Company and with whom or which the Executive had personal dealings during the Employment other than in a de minimis
way;


 


“Restricted
Employee” means any person who is at the Relevant Date or was at any time during the period of 12 months prior to the
Relevant Date employed or engaged as a consultant in the Group in an executive or senior managerial capacity or who reported directly
to the Executive and with whom the Executive has had dealings other than in a de minimis way during the course of the Employment;


 


“Santander”
means Banco Santander, S.A.;


 


“Santander
shares” means shares of Capital Stock in Santander, par value Euro 0.50 each;



    	 



    	



    

“Termination
Date” means the date on which the Employment terminates; and


 


“Work(s)”
means any idea, method, discovery, invention, technical or commercial information, know-how, computer program, semiconductor chip
layout, database, drawing, literary work, product, packaging, design, marketing concept, trade or service mark, logo, domain name
and all similar works (whether registrable or not and whether copyright works or not) made, created, or developed by the Executive,
either alone or with others, during the term of the Employment (whether in or outside the course of the Executive’s duties),
which relates to, or is capable of being used in, the business of the Employer or any Group Company.


 


		20	Governing
                                         Law and Jurisdiction



 


This
Agreement is governed by and will be interpreted in accordance with the law of England and Wales. Each of the parties submits
to the exclusive jurisdiction of the English courts as regards any claim or matter arising under this Agreement.


 


EXECUTED
by the Executive and a representative of the Employer duly and fully authorized by the Board of the Employer to enter into this
Agreement on the first date mentioned above.


 


	EXECUTED
    as a DEED by the 

    Executive

    Juan Colombas

    in the presence of:	}	/s/
    J Colombás
	 	 	 
	Witness’s
    signature	/s/ J Ridolt
	 	 	 
	Name	James Ridolt	 	 
	Address	25 Gresham St	 	 
	 	London EC2V 7HN	 	 
	Occupation	Executive Reward	 	 
	 	 	 
	 	 	 


	

        SIGNED on behalf of the Employer:






in the presence
    of:	

        /s/ Paul Fretten






/s/ F Smith	}