Exhibit 4(b)(xxiv)


 


Classification: Limited


 


22 October 2019


 


Private & Confidential


Ms Catherine Woods


 


Dear Catherine


 


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 Group”) has agreed in principle your appointment
as a non-executive director, subject to completion of our certification references and final confirmation by the Board.


 


All directors of the Group also serve on
the subsidiary HBOS Plc Board as well as the two principal subsidiary bank boards of Lloyds Bank plc and Bank of Scotland plc
(which together will comprise the ‘Ring Fenced Bank’ Boards). As discussed, the proposed appointment as a non-executive
director will therefore be to the Group Board, HBOS plc and the Ring Fenced Bank Boards (collectively ‘the Companies’).
These boards will generally meet simultaneously, or on the same date if meeting separately.


 


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


 


		1.	Appointment



 


Your appointment to the boards of the Companies
is expected to commence on March 1st 2020. Your appointment will be for an initial term of three years, expiring at
the Annual General Meeting of the Group (AGM) in 2023. Appointments are reviewable annually and require shareholder approval.
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 Group of our certification
                                                                                                    to the regulators that you
                                                                                                    are a fit and proper person,
                                                                                                    and any approval that may
                                                                                                    in future be required by the
                                                                                                    regulators in connection with
                                                                                                    roles you take on as a member
                                                                                                    of the Board You must inform
                                                                                                    the company of any significant
                                                                                                    changes in your personal circumstances
                                                                                                    which may have an impact on
                                                                                                    your status;



 


		•	satisfactory
                                                                                                    performance and contribution
                                                                                                    to the Board and any Board
                                                                                                    committees on which you serve;



 


Lloyds Banking Group plc is registered in Scotland no. 95000.
Registered office: The Mound, Edinburgh EH1 1YZ.

Authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation
Authority under number 169628.



    	 



    	



    
Classification: Limited


 


		•	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



 


Once appointed, 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 Group/Ring Fenced Bank Board Committees which may be subject to rotation.
Initially, it is proposed you serve as:


 


		•	Member,
                                                                                                    Risk Committees



 


		•	Member,
                                                                                                    Remuneration Committees



 


You may also be required to serve on sub-committees
of these Board committees and ad hoc Board Committees established from time to time for a specific purpose.


 


		4.	Role
                                                                                                     and Responsibilities



 


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



 


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




    	 



    	



    

Classification: Limited


 

In addition, as a member of the Ring Fenced
Bank Boards and Committees you will have responsibility with other directors of ensuring effective governance of the Ring Fenced
Banks, including identifying and addressing any potential conflicts of interest between the Ring Fenced Bank and other group entities
in a way that ensures the integrity of the Ring Fencing Scheme is upheld.


 


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.


 


		5.	Time
                                                                                                     Commitment



 


As a non-executive director, you are required
to devote such time as is necessary for the effective discharge of your duties. The likely minimum time commitment for your role
is approximately 35 – 40 days per annum which is made up as follows:


 


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


The estimated time commitment includes
scheduled Board and Committee meetings relevant to your role, plus strategy sessions (including a 2 - 3 day offsite meeting),
attendance at the AGM and preparation for meetings. A schedule of Board and committee meetings will be 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 or as a director of the Ring Fenced Banks 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 (including your position
at LBG).


 


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 must be sought
before accepting any additional commitments in order to discuss whether they might affect your ability to meet the time commitments
necessary to discharge your duties and allow a formal review of compatibility with CRD IV regulatory restrictions and any potential
conflict issues.


 


		6.	Fees
                                                                                                     and Expenses



 


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


 


	•	Non-executive base fee	£ 79,600	 
	•	Additional fee for membership of Risk Committees	£ 33,300	 
	•	Additional fee for membership of Remuneration Committees	£ 33,300	 
	 	 	 	 
	Total fees payable:	£146,200	 






    	 



    	



    

Classification: Limited


 

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.


 


		7.	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.


 


		8.	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.


 


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.


 


		9.	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.


 


		10.	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.


 


		11.	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).



    	 



    	



    
Classification: Limited


 


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, will be in your appointment pack.


 


		15.	Shareholdings



 


All directors are expected 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 will write formally again at the time the appointment is
confirmed by the Board and will look forward to welcoming you to the Group.


 


Best regards


/s/ Norman Blackwell


 


I acknowledge receipt of the letter dated
22 October, 2019 of which this is a copy and accept the proposed terms of appointment.


 


Signed /s/ Catherine Woods


 


Date 25/10/19