Exhibit  4(b)(viii)


 


1 April 2014


 


Private & Confidential


 


Nick Prettejohn


 


Dear Nick


 


Non - Executive Director Appointment
- Lloyds Banking Group plc


 


Following our recent discussions, I am
pleased to confirm my invitation for you to join the Board of Lloyds Banking Group plc (“the company”) and certain
subsidiary boards as a Non-Executive Director, subject to regulatory approval. Your appointment will be confirmed by the boards
once regulatory approval has been obtained.


 


	1.	Appointments



 


Subject to your acceptance of the terms
and conditions set out in this letter, you are invited to serve as:


 


	(i)	Non-Executive Director of the board of Lloyds Banking Group plc (the ‘Main
    Board Appointment’);
	 	 
	(ii)	Non-Executive Director of the board of each of the following principal subsidiaries:


 

	 	-	Lloyds Bank plc
	 	-	HBOS Plc
	 	-	Bank of Scotland plc; and


 

	(iii)	Chairman of Scottish Widows Group Limited and each of its principal subsidiaries
    (collectively referred to as ‘the Insurance Boards’).


 


Your appointments will commence on Monday,
23 June 2014 and are for an initial term of three years, expiring at the company’s Annual General Meeting (AGM) in 2017.
Appointments are reviewable annually. Subject to satisfactory performance and board approval, you will be invited to stand for
annual re-election by shareholders at the company’s 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:


 


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




    	 



    	



    

	 	maintained throughout your tenure. All directors are required to adhere to the standards set by the
    regulator in relation to approved persons. Current requirements are set out in the Statements of Principle and Code of Practice
    for Approved Persons (APER), a copy of which is included in your appointment pack. Directors are reminded that they must inform
    the company, PRA and FCA of any significant changes in their personal circumstances which may have an impact on their status
    as approved persons/director;
	 	 
	·	satisfactory performance and contribution to the board and any board committees on which you serve; and
	 	 
	·	election and re-election as a director by the company’s shareholders in general meeting as required by the company’s
    articles of association and codes to which the company subscribes, in particular, the Financial Reporting Council’s
    UK Corporate Governance Code.
	 	 
	2.	Termination
	 	 
	You will cease to hold the office of director if:
	 	 
	(i)	you resign from your appointment(s) or choose not to stand for re-election;
	 	 
	(ii)	the company terminates your appointment(s) or chooses not to propose you for re-election;
	 	 
	(iii)	shareholders fail to elect or re-elect you;
	 	 
	(iv)	you fail to meet, on an ongoing basis, the standards expected of an approved person; or
	 	 
	(v)	the articles of association or any law or regulation prevents you from continuing in office.


 


In the case of (i) and (ii) above, there
is no entitlement to notice or to compensation for loss of office. However, the company will endeavour to give you reasonable
notice where appropriate. You are requested to make the Chairman of the company aware of any intention not to seek re-election
so that the boards 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 of the company, you will be required to serve on at least two board committees which may be subject to rotation. You
will initially serve as a member of the Audit Committee and Board Risk Committee.


 


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


 


	4.	Role



 


Your duties will be those required of a
Non-Executive Director. In the case of the Insurance Boards, your duties will also include those of Chairman.


 


	(a)	Non-Executive Director



 


Non-Executive Directors have the same legal
responsibilities as other directors. The board as a whole is collectively responsible for promoting the success of the company
by directing the company’s affairs. As members of the unitary board, all directors are required to:



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	(i)	provide sound leadership of the company within a framework of prudent and effective
    controls which enable risk to be assessed and managed;
	 	 
	(ii)	set the company’s strategy having regard to its risk appetite, ensuring that the necessary
    financial and human resources are in place for the company to meet its objectives, and review management performance; and
	 	 
	(iii)	set the company’s values and standards and ensure that its obligations to its shareholders
    and others are met and understood.
	 	 
	(b)	Chairman, Insurance Boards
	 	 
	As Chairman of the Insurance Boards, you will be responsible for leadership of the Insurance Boards, including:
	 	 
	(i)	running the Insurance Boards and setting their agenda;
	 	 
	(ii)	ensuring that directors receive accurate, timely and clear information and that the Insurance
    Boards as a whole are devoting time to the right matters;
	 	 
	(iii)	managing the Insurance Boards and facilitating a culture of open debate, ensuring that sufficient
    time is allowed for discussion of complex or contentious issues;
	 	 
	(iv)	ensuring that the composition of the Insurance Boards is appropriate for the efficient running
    of the business; and
	 	 
	(v)	evaluating the overall effectiveness of the Insurance Boards including the collective and
    individual performance of directors.
	 	 
	5.	Key accountabilities


 


Non-Executive Directors are expected to
focus on the following key areas:


 


	Strategy	Non-Executive Directors should constructively challenge management and help to develop proposals on
    strategy by bringing a different and external perspective to board discussions.
	 	 
	Performance	Non-Executive Directors should support and scrutinise the performance of management in meeting agreed goals and objectives
    and monitor the reporting of performance.
	 	 
	Risk	Non-Executive Directors should satisfy themselves that board discussion and decision making on risk matters is based on
    accurate and appropriately comprehensive information and draws, as far as they believe it to be relevant or necessary, on
    external analysis and input. In particular, non-executive directors should satisfy themselves on the integrity of financial
    information and that financial controls and systems of risk management are robust, adequate and effective.
	 	 
	People	Through membership of board committees, Non-Executive Directors are responsible for determining appropriate policies,
    structure and levels of remuneration for executive directors and senior executive management and ensuring appropriate arrangements
    are in place for board appointments and Executive and Non-Executive Director succession planning.


 

	6.	Time Commitment



 


As a Non-Executive Director, you are required
to devote such time as is necessary for the effective discharge of your duties. The estimated time commitment for your role is
approximately 70 - 80 days per annum which is made up as follows:



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	·	Base time commitment for Lloyds Banking Group Non-Executive Directors:	 	c.25 - 28 days
	·	Additional time for membership of Audit Committee	 	c.5- 6 days
	·	Additional time for membership of Board Risk Committee	 	c.5- 6 days
	·	Additional time for Chairmanship of Insurance Boards	 	35- 40 days


 


The boards of the principal banking subsidiaries
generally meet simultaneously with the board of Lloyds Banking Group plc.


 


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


 


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


 


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


 


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


 


	7.	Fees and Expenses 



 


The following fees are payable in respect of your
appointment:


 


	·	Non-Executive Director base fee:	 	£ 65,000
	·	Additional fee for membership of Audit Committee	 	£ 20,000
	·	Additional fee for membership of Board Risk Committee	 	£ 20,000
	·	Additional fee for Chairmanship of Insurance Boards	 	£245,000
	 	 	 	 
	Total fees payable:	 	£ 350,000


 


As the boards of the principal banking
subsidiaries meet simultaneously with the board of Lloyds Banking Group plc, there is no separate fee.


 


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


 


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


 


	8.	Outside Interests



 


It is accepted and acknowledged that you
have business interests other than those of the company. As a condition of your appointment you are required to declare any such
directorships, appointments and interests to the board in writing. If you take on any additional business interests or become
aware of any potential conflicts of interest, these



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must be disclosed to the board as soon
as they arise or become known to you. If at any time you are considering acquiring any new interest which might give rise to a
conflict of interest with the company you must first discuss the matter with the Chairman and obtain a resolution of the board
authorising such interest. Regardless of any approval given in relation to outside interests, it is your responsibility to ensure
that you can meet the time commitment required by the role.


 


	9.	Confidentiality



 


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


 


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


 


	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.



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	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.


 


	/s/ W F W Bischoff	 	 	/s/ Norman Blackwell	 
	 	 	 	 	 
	Sir Winfried Bischoff	 	Lord Blackwell	 
	Chairman	 	 	Chairman - designate
	Lloyds Banking Group plc	 	Lloyds Banking Group plc




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


 


	/s/ N. Prettejohn	 
	Signed 	 
	 	 
	 	 
	Name: Nick Prettejohn
	 	 
	1.4.2014	 
	Date	 




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