Exhibit 4(b)(xiii)


 


Lord Blackwell





Chairman


 


2 March 2017


 


Private & Confidential




The Lord Lupton CBE


 


Dear James


 


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.


 


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.


 


I can confirm that the Board of the company
has also approved in principle your expected appointment as Chairman of Lloyds Bank’s Non-Ring Fence Bank subsidiary, (“NRFB”).
The NRFB is intended to be a wholly-owned subsidiary of the company, carrying on the non-ring fenced banking business of the group
comprising the company and its subsidiaries (“the Group”). Prior to the NRFB subsidiary Board becoming accountable,
you will be a member and Chairman of the preparatory Board which will provide advice to the accountable executives. These appointments
are discussed further in paragraph 1 below (“Appointment”).


 


Your appointments are subject to the terms
and conditions set out in this letter.


 


	1.	Appointment


 


Your appointment to the Group Board and
membership of the NRFB preparatory Board will commence on or after 1 June, 2017 depending on the conclusion, to the satisfaction
of the Board, of discussions with the Prudential Regulatory Authority (“PRA”) and the Financial Conduct Authority (“FCA”)
(together, “Regulators”) concerning your proposed future appointment as Chairman of the NRFB. Your appointment to the
Group Board is for an initial term of three years, expiring at the Annual General Meeting (AGM) of the company in 2020. 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 appointments is subject
to:



    	 



    	



    

	·	approval by the Regulators, at such time as they may specify, of your appointment as Chairman of the NRFB and to this approval being maintained. As a director requiring such approval in respect of the NRFB, you will be required to adhere to certain standards set by the Regulators. A copy of the applicable standards is included in your appointment pack. You must inform the company and PRA and FCA of any significant changes in your personal circumstances which may have an impact on your approved status;
	 	 
	·	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.
	 	 
	·	satisfactory performance as Chairman of the NRFB Preparatory Board (as defined below) and the NRFB.


 


The establishment of the NRFB is a
process which will depend on the approval by the Regulators of an application for a banking licence and the conclusion of a
court process for the transfer to the NRFB of parts of the banking business of the Group. The timing of the formal approval
by the Regulators of the appointment of directors to the NRFB is a matter which remains to be agreed with the Regulators.


 


On appointment, you will join the Group
Board immediately. You would also become Chairman of the NRFB Preparatory Board.


 


The other members of the NRFB Preparatory
Board would be the other directors–designate of the NRFB and the Group’s Chief Financial Officer. The role of the NRFB
Preparatory Board will be to provide advice and support to the responsible Group Executive (George Culmer), the designated NRFB
Executives, and yourself as Chairman designate of the NRFB Board in establishing the NRFB as a fully operational banking subsidiary
of the company, with effective board governance.


 


The NRFB Preparatory Board would be expected
to meet regularly to review the development of the NRFB and its governance, including:


 


	·	The business model and its commercial relationship with other parts of the Group
	 	 
	·	Financial plans and resilience – balance sheet, capital, liquidity, profitability
	 	 
	·	Operational plans, including services dependent on the Group and IT resilience
	 	 
	·	Key risks and controls, including second and third line risk structures and other organizational reporting lines
	 	 
	·	Management information and board reporting
	 	 
	·	Future governance requirements, including operation of NRFB Board Risk and Audit Committees, matters reserved and the handling of any conflict areas
	 	 
	·	Transitional arrangements and matters for escalation


 


For clarity, the NRFB Preparatory Board
will not be the formal board of directors of the NRFB. Prior to the NRFB directors-designate becoming directors of the NRFB, responsibility
for executive decisions will rest with the executive directors-designate of the NRFB, who will be accountable through the normal
executive lines to the Group Executive Committee, the Group Chief Executive, the Chief Financial Officer and the Group Board.


 


The NRFB Preparatory Board will be succeeded
by a formal NRFB Board at a time approved by the Regulators with NRFB board members then taking the responsibilities



    	 



    	



    

 incumbent
on them as directors and with governance arrangements within the Group as then defined. Formal appointment as a Director and Chairman
of the NRFB will be the subject of a separate letter at that time.


 


	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 a person performing your role; 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 endeavor 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, Risk Committee
	 	 
	·	Member, Audit Committee
	 	 
	You may also be required to serve on ad hoc Board Committees established from time to time for a specific purpose.
	 	 
	·	It is proposed that, on appointment, you would become a member of an adhoc Non-Ring Fence Bank Committee of the Group Board established to address issues arising from the formation of the NRFB which create conflicts within the Group or, for other reasons, need escalation within the Group.
	 	 


	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 is collectively responsible for
promoting the success of the company by directing the company’s affairs. As members of the unitary board, all directors are
required to:


 


	·	provide entrepreneurial leadership of the company within a framework of prudent and effective controls which enable risk to be assessed and managed.
	 	 
	·	set the company’s strategic aims, ensure that the necessary financial and human resources are in place for the company to meet its objectives, and review management performance; and



 


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


 


In addition, as Chairman of the NRFB Preparatory
Board you will be responsible for leadership of the NRFB Preparatory Board in the light of the role of the Preparatory Board as
set out above. Subsequently, as Chairman of the NRFB, you will be responsible for the leadership of the NRFB, including:


 


	·	running the NRFB Board and setting its agenda
	 	 
	·	ensuring that directors of the NRFB receive accurate, timely and clear information and that the NRFB Board as a whole is devoting its time to the right matters;
	 	 
	·	managing the NRFB Board and facilitating a culture of open debate, ensuring that sufficient time is allowed for discussion of complex or contentious issues;
	 	 
	·	ensuring that the composition of the NRFB Board is appropriate for the efficient running of the business;
	 	 
	·	evaluating the overall effectiveness of the NRFB Board, including the collective and individual performance of directors.
	 	 


	5.	Responsibilities and accountabilities



 


Your more specific responsibilities and
accountabilities are reflected in the group’s wider governance framework and will include, to the extent relevant, any responsibilities
prescribed pursuant to UK regulation and as notified to the PRA and/or FCA, details of which are available from the Company secretary.


 


	6.	Time Commitment


 


As a non-executive director, you are required
to devote such time as is necessary for the effective discharge of your duties. The likely minimum time commitment for your role
is approximately 65 – 75 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
	·	Additional time for Chairmanship of the NRFB Preparatory Board/the NRFB Board	30 – 35 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.


 


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.


 


In your capacity as a director of Lloyds
Banking Group plc and/or as Chairman of the NRFB, you may be required to attend or represent the Group at meetings with the Regulators,
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. Legislation
limits a 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 in order to discuss whether they might affect your ability to meet the time commitments
necessary to discharge your duties and enable potential conflict issues to be identified and resolved.


 


	7.	Fees and Expenses



 


The following annual fees are payable in
respect of your appointment:


 


	·	Non-executive base fee	£ 76,500
	·	Additional fee for membership of Risk Committee	£ 32,000
	·	Additional fee for membership of Audit Committee	£ 32,000
	·	Additional fee for Chairmanship of the NRFB Preparatory Bank/NRFB	£135,000
	 	 	 
	Total fees payable:	£275,500


 


You will also be entitled to claim for reimbursement
of reasonable expenses incurred in the course of your duties as a Director so long as these conform to the expenses policy agreed
by the Board.


 


	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.


 


You have disclosed that, while you will
resign from all board positions in the Greenhill Group before joining our board, you have will retain a role as a Senior Adviser.
You will, accordingly, take active steps to avoid exposure in the NRFB Preparatory Board, the NRFB and the Board of the company
to any information relating to individual corporates in circumstances where access to such information could give rise, or be perceived
to give rise, to a conflict of interest.


 


	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 Group.




 


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


 


	10.	Induction


 


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


 


	11.	Evaluation and review of performance


 


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


 


	12.	Directors’ Liability Indemnity and Insurance


 


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


 


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


 


	13.	Independent Professional Advice


 


Occasions may arise when you consider that
you need professional advice in the furtherance of your duties as a director and it will be appropriate for you to consult independent
advisers at the company’s expense. The company will reimburse the full cost of expenditure incurred.


 



	14.	Disclosure and Dealings in Shares


 


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


 


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


 


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


 


	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.


 


Best regards


 


/s/ Norman Blackwell


 


I acknowledge receipt of the letter dated
2 March, 2017 of which this is a copy and accept the terms of appointment.


 


	 	 	 	 
	Signed                      /s/ Lord Lupton                             	 	 
	Date                         4 April, 2017                             	 	 




 


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