Exhibit 4(a)(vii) 


Dated
          June 2009 and
effective as of 11 June 2009


LLOYDS BANKING GROUP PLC


and


THE COMMISSIONERS OF HER MAJESTY’S
TREASURY




RESALE RIGHTS AGREEMENT




Slaughter and May 

One Bunhill Row 

London EC1Y 8YY

(JAYP/PIRD)


CA090540022  






EXECUTION VERSION 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, effective as of June 11,2009 (this
“Agreement”) between Lloyds Banking Group Plc, a company incorporated in
Scotland (the “Company’’) and The Commissioners of Her Majesty’s Treasury (the
“Investor”).  


RECITALS


          A.
Ordinary Shares and other Securities. The Investor has purchased
Ordinary Shares and other Securities; 


          B.
Acquisition or subscription of further Securities. It is anticipated
that the Investor will acquire or subscribe for further Securities; and 


          C.
Registration Rights. Pursuant to the terms of the pre accession
commitments given by the Company on March 7,2009 in connection with the asset
protection scheme announced by the Investor on January 19,2009 and the Placing
and Open Offer Agreement between the parties dated March 7,2009, as amended and
restated on March 20,2009 and May 18,2009 (the “Placing and Open Offer Agreement”), the parties hereto wish to
enter into this Agreement, which amends, restates and replaces in its entirety
the Registration Rights Agreement between the parties dated as of January 12,
2009. 


          NOW, THEREFORE, in consideration of the
premises and of the representations, warranties, covenants and agreements set
forth herein, the parties agree as follows: 


ARTICLE I


GENERAL


1.1. Definitions. As used in
this Agreement, the following terms shall have the following respective
meanings:  


          “Amended Shelf Registration Statement” has
the meaning ascribed to it in Section 2.l(d). 


          “ADSs” means American Depositary Shares of
the Company, each representing 20 Ordinary Shares. 


          “Board of Directors” has the meaning
ascribed to it in Section 2.2(b). 


          “Close Period” means any close period as
defined in Annex I to Chapter 9 of the Listing Rules made by the UK Financial Services Authority pursuant to Part
V1 of the Financial Services and Markets Act
2000 in relation to the Company. 


          “Earliest Demand Registration Date” means
July 22,2009. 


          “Exchange Act” means the Securities
Exchange Act of 1934, as amended, or similar federal statute, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect at
the time. 





          “Holder” means the Investor and any other holder
of Registrable Securities to whom the registration rights conferred by this
Agreement have been transferred in compliance with Section 2.10 hereof. 


          “Holders’ Counsel” means one counsel for
the Investor or selling Holders chosen by (i) Holders holding a majority
interest in the Registrable Securities being registered, or (ii) agreement
between them. 


          “Holder Shares” means (i) any Securities of
the Company acquired, subscribed for or held by a Holder from time to time and
(ii) any Securities issued or issuable with respect to or in exchange or
replacement for any such Securities. 


          “Initiating Holder” has the meaning
ascribed to it in Section 2.l(a). 


          “Notice of Demand” has the meaning ascribed
to it in Section 2.l(a). 


          “Other Shareholder” has the meaning
ascribed to it in Section 2.2(c). 


          “Ordinary Shares” means ordinary shares of
25 pence each (or such other nominal amount resulting from any merger,
consolidation, share exchange, sub-division, reorganization, recapitalization
or similar transaction resulting in a change in the nominal amount of the
ordinary shares) in the capital of the Company, and includes ADSs. 


          “Person” means any individual, corporation,
partnership, joint venture, wholly owned (whether directly or indirectly)
entity, limited liability company, business trust, joint stock company, trust
or unincorporated organization or any government or any agency or political
subdivision thereof. 


          “Permitted Registration Rights” has the
meaning ascribed to it in Section 2.13(a). 


          “Piggyback Registration” has the meaning
ascribed to it in Section 2.2(a). 


          “Placing and Open Offer Agreement” has the
meaning ascribed to it in Recital C. 


          “Register,” “registered,” and “registration” shall refer to a
registration effected by preparing and (a) filing a registration statement in
compliance with the Securities Act and applicable rules and regulations
thereunder, and the declaration or ordering of effectiveness of such
registration statement or (b)
filing a prospectus and/or
prospectus supplement in respect of an appropriate effective registration
statement on Form F-3 (or any successor form). 


          “Registrable Securities” means any Holder
Shares, including any Holder Shares required to be registered in connection
with an offering or sale of Related Securities by any Holder. As to any
particular Registrable Securities, once issued, such securities shall cease to
be Registrable Securities when (i) they are sold pursuant to an effective
registration statement under the Securities Act, (ii) they are sold pursuant to
Rule 144 under the Securities Act, (iii) they shall
have ceased to be outstanding or (iv) they have been sold, distributed or
otherwise transferred in a transaction (including a sale over the London Stock
Exchange or any other stock exchange on which the Company’s Securities are
listed) in which the transferor’s rights under this Agreement are not assigned,
transferred or novated to the transferee of the Registrable Securities. No 


2





Registrable Securities may
be registered under more than one registration statement at any one time. 


          “Registration Expenses” means all expenses
incurred by the Company or any Holder in effecting any registration pursuant to
this Agreement, including, without limitation, all registration and filing
fees, printing expenses, fees and disbursements of counsel for the Company,
blue sky fees and expenses, fees and disbursements of Holders’ Counsel, and expenses
of the Company’s independent accountants in connection with any regular
or special reviews or audits incidental to or required by any such registration,
but shall not include (a) Selling Expenses and (b) the compensation of regular
employees of the Company, which shall be paid in any event by the Company. 


          “Related Securities” means any securities
of any description called by a Holder to be issued by any Person from time to
time and which are exchangeable for, convertible into, give rights over or
otherwise reference any Holder Shares. 


          “Relevant Shares” has the meaning ascribed
to it in the Resale Rights Agreement. 


          “Resale Rights Agreement” means the
agreement between the Investor and the Company effective as of the date hereof,
in respect of the resale of Securities. 


          “SEC” or “Commission” means the U.S.
Securities and Exchange Commission and any successor agency. 


          “Securities” means the Ordinary Shares and
any shares in the capital of the Company and other securities of any description
(including convertible or exchangeable securities) issued by the Company from time to time. 


          “Securities Act” shall mean the Securities
Act of 1933, as amended, or similar federal statute, and the rules and regulations
of the Commission thereunder, all as the same shall be in effect at the time. 


          “Selling Expenses” means all underwriting
discounts, selling commissions and stock transfer taxes applicable to the sale
of Registrable Securities and the fees and expenses of any Holder’s financial
advisers. 


          “Third Party Transferee” has the meaning
ascribed to in Section 2.10(a). 


          “Wholly Owned Entity” has the meaning
ascribed to it in Section 2.10(a). 


ARTICLE II


REGISTRATION


2.1. Demand Registration.



          (a)
Subject to the conditions of this Section 2.1, if at any time the Company shall
receive a written request from
a Holder (the “Initiating Holder”) that the Company
register under the Securities Act Registrable Securities, which request shall
include confirmation that 


3





the amount of Registrable
Securities proposed to be sold would cause the condition in Section 2.l(c)(ii)
to be satisfied and the intended method of distribution thereof (a “Notice of Demand”),
then the Company shall, subject to the limitations of this Section 2.1, effect,
as promptly as reasonably
practicable, the registration under the Securities Act of all Registrable
Securities that the Initiating Holder requests to be registered. 


          (b)
If the Initiating Holder
intends to distribute the Registrable Securities covered by its Notice of
Demand by means of an underwritten offering, (1) it shall so advise the Company
as a part of its Notice of Demand made pursuant to this
Section 2.1 and (2) it shall have the right, following
consultation with the Company to appoint a managing underwriter or underwriters
and/or bookrunners of recognized international standing, provided that to
the extent appropriate and permitted under applicable law, such Initiating
Holder shall consider the qualifications of any broker-dealer affiliate of the
Company in selecting the managing underwriters in any such distribution. 


          (c)
The Company shall not be required to effect a registration pursuant to this
Section 2.1: 


                    (i)
prior to the Earliest Demand Registration Date; 


                    (ii)
unless (a) the anticipated aggregate offering price to the public in the United
States exceeds $100,000,000; or (b) the anticipated
aggregate offering price to the public (aggregated to include sales within the
United States and outside the United States) exceeds $200,000,000 and either
(i) the proposed registration is intended in order to effect offers and sales
of Registrable Securities to employees of the Company or (ii) in the reasonable
belief of the Initiating Holder as stated in the Notice of Demand such
registration is justified in the context of an offering made pursuant to the
Resale Rights Agreement; provided, however, that if the
Registrable Securities which are subject to a proposed registration constitute
all the Registrable Securities of that class held by the Initiating Holder at
that time, the Company shall be required to effect the registration for all
such Registrable Securities, notwithstanding the provisions of 2. l (c)(ii)(a)
and 2.l(c)(ii)(b) above; 


                    (iii)
more than four (4) times
in any twelve (12) month period; provided that for the purposes of
complying with this Section 2.l(c)(iii), (a) each of such registrations shall
have been declared or ordered effective and kept effective by the Company as
required by Section 2.5(a) of this Agreement, (b) any registrations
declared or ordered effective contemporaneously shall be deemed to be the same
registration, and (c) for so long as the Investor or a Wholly Owned Entity is
a Holder, the prior written consent of the Investor shall be required in order
to effect a registration pursuant to any Notice of Demand by a Third Party
Transferee. 


                    (iv)
subject to Section 2.2, with respect to a registration of Registrable
Securities during the period starting with the date thirty (30) calendar days
prior to the Company’s good faith estimate of the launch date of, and ending on
a date ninety (90) calendar days after the closing date of, a Company-initiated
registered offering of Securities; provided that (a) the Company is
actively employing in good faith all reasonable best efforts to launch such
registered offering and (b)
the Company notifies the
Initiating Holder of any proposed Company- 


4





initiated registered
offering of Securities within such timescale as soon as possible following its
receipt of the relevant Notice of Demand; 


                    (v)
during any Close Period,
in which event the Company shall have the right to defer the filing of a
registration statement (but not the preparation of any registration statement
    or the provision of assistance with customary confirmatory due diligence
    in relation to any registration) until the earlier of the end of such Close
    Period and the date falling forty-five (45)
calendar days after receipt of
Notice of Demand; 


                    (vi)
if the Company notifies the Initiating Holder that it anticipates, in good
faith and in its reasonable business judgment, announcing a corporate
transaction or event or state of affairs within thirty (30) calendar days of
the date of the Notice of Demand which announcement, in the reasonable good
faith business judgment of the Company, is or would be material in the context
of the Company and does or would interfere with the registration referred to
    in the Notice of Demand. in which case the Company shall have the right to
    defer the filing of a registration statement (but not the
preparation of any registration statement or the provision of assistance with
customary confirmatory due diligence in relation to any registration) for a
period of not more than thirty (30) calendar days after receipt of the Notice
    of Demand; provided that: (a)
the Company is actively employing in good faith all reasonable endeavors to
make such announcement as soon as practicable; (b)the Company notifies the
Initiating Holder of any such anticipated announcement as soon as practicable
following its receipt of the relevant Notice of Demand; (c) the Company keeps
the Initiating Holder regularly updated as to the date on which such
announcement is anticipated to be made and, in particular, informs the
Initiating Holder without delay if the Company no longer proposes to make the
anticipated announcement (in which case the restrictions in this Section 2.l(c)(vi)
shall cease to apply); and (d) such right to defer a filing may not be
exercised by the Company more than two (2) times in any twelve (12) month
period and in any case for not more than thirty (30) calendar days in the aggregate in any twelve
(12) month period. 


          (d)
One registration pursuant to this Section 2.1 may be required by a Holder to
    be effected by means of a shelf registration statement (a “Shelf Registration
Statement”) relating to any
or all of the Registrable Securities in accordance with the methods and
distribution set forth in the Shelf Registration Statement and Rule 415 under
the Securities Act. The Company shall use its reasonable best efforts to cause
any Shelf Registration Statement to remain effective, except during the periods
described in Section 2.6, including by filing extensions of the Shelf
Registration Statement; provided that (i) no provision of this Agreement
shall prevent the Company from fulfilling its obligations under this Section
2.l(d) by amending the Company’s shelf registration statement on Form F-3 to allow the offer and sale of Registrable Securities (an “Amended
Shelf Registration Statement”) and (ii) during any time when a Shelf
Registration Statement (including an Amended Shelf Registration Statement) is effective, the Company’s
obligations to effect the registration of Registrable Securities pursuant to
Section 2.l(a) shall be deemed satisfied, and any underwritten offering of
securities carried out pursuant to this Section 2.1 shall be effected by way of
an offering under the Shelf Registration Statement (including an Amended Shelf
Registration Statement) and otherwise in accordance with the terms,
requirements and limitations set forth in this Agreement.  


          (e)
The Company acknowledges and accepts that a Notice of Demand does not indicate
or give rise to any commitment on the part of a Holder to proceed with an
offering or 


5





sale of Registrable
Securities, nor is it intended to give any binding indication of the number of
Registrable Securities which may be offered or sold or the terms, pricing or
timing of any offering or sale of Registrable Securities. 


2.2. Right to Piggyback.  


          (a)
Whenever the Company proposes to register any of its Securities under the
Securities Act (except (a) in the case of a routine offering or sale by the
Company of a class of debt securities not previously issued to any Holder,
under the terms of a customary debt issuance program, (including pursuant to
    a registration statement on Form F-3 or any successor thereto), (b) for any
    registration of Securities for offering and sale to employees or directors
    of the Company pursuant to any employee stock plan or other employee benefit
    plan arrangement, including pursuant to a registration statement on Form
    S-8 or any successor thereto, (c) pursuant to a demand registration effected
    in accordance with Section 2.1 or (d) for any registration of Securities
    on Form F-4 or any successor thereto and other than solely pursuant to a
    registration statement on Form F-6), the Company shall (i) as soon as practicable
    (but in no event less than thirty (30) calendar days prior to the proposed
    date of filing of the related registration statement), give written notice
    to the Holders of its intention to effect such a registration; and (ii) shall
    register under such registration statement (X) all Registrable Securities
    of the same class as the Securities the Company proposes to register and
    (y) any Related Securities in respect of which the Holder Shares are Securities
    of the same class as the Securities the Company proposes to register (in
    accordance with the priorities set forth in subsections (b) and (c) below)
    with respect to which the Company shall have received written requests therefor
    within fifteen (15) calendar days after delivery of the Company’s notice (each such registration, a
“Piggyback Registration”).  


          (b)
If a Piggyback
Registration is an underwritten primary registration on behalf of the Company
and the managing underwriters advise the Board of Directors of the Company
(“the Board of Directors”) in writing that in their opinion the total number of
Securities (including the Registrable Securities of the same class as the Securities the Company proposes to register and any Related
Securities in respect of which
the Holder Shares are Securities of the same class as the Securities the
Company proposes to register) requested to be included in the registration
would prevent the underwriters from completing such offering, then the Company
shall promptly provide the Holders with a copy of such advice and consult with the Holders with respect to such
advice, and after such consultation shall include in such registration only
such number of Securities (including the Registrable Securities of the same
class as the Securities the Company proposes to register and any Related
Securities in respect of which the Holder Shares are Securities of the same
class as the Securities the Company proposes to register), if any, which the
managing underwriters determine can be sold in such offering without preventing
the underwriters from completing such offering. The Company shall include in
such Piggyback Registration (i) first, 100% of the Securities that the Company
proposes to sell as part of its initial registration and (ii) second, if the
Holders participate in such registration, 100% of the Registrable Securities
(of the same class as the Securities the Company proposes to register and any
Related Securities in respect of which the Holder Shares are Securities of the
same class as the Securities the Company proposes to register) that the Holders
propose to sell, or such lesser amount determined by the managing underwriters
pursuant to the preceding sentence, which shall be allocated pro rata between
the participating Holders on the basis of the number of such Registrable
Securities owned by each such person.  


6





          (c)
If a Piggyback Registration is an underwritten secondary registration on behalf
of any Person other than a Holder (the “Other Shareholder”) who has Permitted
Registration Rights and the managing underwriters advise the Board of Directors
in writing that in their opinion the total number of Securities (including the
Registrable Securities of the same class as the Securities such Other
Shareholder proposes to register and any Related Securities in respect of which
the Holder Shares are Securities of the same class as the Securities such Other
Shareholder proposes to register) requested to be included in the registration
would prevent the underwriters from completing such offering, then the Company
shall promptly provide the Holders with a copy of such advice and consult with
the Holders with respect to such advice, and after such consultation shall
include in such registration only such number of Securities (including the
Registrable Securities of the same class as the Securities such Other
Shareholder proposes to register and any Related Securities in respect of which
the Holder Shares are Securities of the same class as the Securities such Other
Shareholder proposes to register) which the managing underwriters determine can
be sold in such offering without preventing the underwriters from completing
such offering. The Company shall include in such registration (i) first, 100% of the Registrable Securities (of
the same class as the Securities
such Other Shareholder proposes to register and any Related Securities in
respect of which the Holder Shares are Securities of the same class as the
Securities such Other Shareholder proposes to register) that the Holders
propose to sell and, 100% of Securities that such Other Shareholder proposes to
sell, allocated, if necessary, pro rata between the Holders and such Other
Shareholder on the basis of the number of such Registrable Securities owned by
each such person; and (ii) second, only if all the Securities referred to in
clause (i) have been included, any other Securities requested to be included
therein that the managing underwriters have determined can be included pursuant
to the preceding sentence.  


          (d)
If a Piggyback Registration involves an underwritten primary registration on
behalf of the Company or any Other Shareholder with Permitted Registration
Rights, the managing underwriter or underwriters thereof shall be selected by
the Company, provided, however, that (i) such managing underwriter or
underwriters shall be of recognized international standing, (ii) the Company
shall consult with the Investor prior to agreeing upon any fees, discounts or
other amounts payable to such managing underwriter or underwriters and (iii) if
the aggregate amount of Registrable Securities included by Holders in the
underwritten offering for such Piggyback Registration exceeds 15% of the total
amount of Securities to be included in such underwritten primary offering by
the Company or such Other Shareholder, as applicable, such Holders shall be
entitled to select an additional managing underwriter to act as a joint
bookrunner. 


          (e)
The Company will use its reasonable best efforts not to register any of its
Securities for sale for its own account (other than Securities issued to
employees of the Company under an employee benefit plan or Securities issued to
effect a business combination pursuant to Rule 145 promulgated under the
Securities Act) except as a firm commitment underwriting. 


          (f)
No registration or
designation of Registrable Securities effected pursuant to a request under this
Section 2.2 shall be deemed to have been effected pursuant to Section 2.1 or shall relieve the Company of its obligations under Section 2.1. 


2.3. Piggyback Rights in
Respect of a Demand Registration. 


7





          (a)
If an Initiating Holder has made a Notice of Demand pursuant to Section 2.1,
the Company shall give written notice to each Holder (other than the Initiating
Holder) at least thirty (30) calendar days prior to the initial filing of a
demand registration statement filed pursuant to Section 2.1 informing such Holder of its intent to file
such demand registration statement and of such Holder’s rights under this
Section 2.3 to request, as part of such demand registration, the registration
of the Registrable Securities held by such Holder. Upon written request of any
Holder made within fifteen (15) calendar days after any such notice is given
(which request must include the amount of Registrable Securities proposed to be
sold by such Holder), then the Company shall effect, as promptly as reasonably
practicable, the registration under the Securities Act of all Registrable
Securities (of the same class as the Securities such Initiating Holder proposes
to register and any Related Securities in respect of which the Holder Shares
are Securities of the same class as the Securities such Initiating Holder
proposes to register) that such Holder requests to be registered (in accordance
with the priorities set forth in subsection (b) below). 


          (b)
If a demand registration made pursuant to Section 2.1 is (i) an underwritten
registration initiated by the Investor as an Initiating Holder or is an
underwritten registration in
which the Investor shall
participate by exercise of its rights under Section. 2.3(a) and (ii) other
Holders shall have given notice of the exercise of their rights pursuant to
Section 2.3(a) in respect of such underwritten registration, and the managing
underwriters advise representatives of the Investor that in their opinion the
total number of shares of such Registrable Securities requested to be included
in the registration would prevent the underwriters from completing such
offering, then the Investor shall promptly provide the other Holders with a
copy of such advice and consult with the other Holders with respect to such
advice, and after such consultation shall communicate such advice to the
Company. The Company shall include in such registration (i) first, 100% of the
Registrable Securities that the Investor proposes to sell as part of its
initial registration and (ii) second, if any other Holders participate in such
registration, and only if all Securities referred to in clause (i) have been
included, 100% of the Registrable Securities (of the same class as the Securities such Initiating Holder proposes to register and any
Related Securities in respect of which the Holder Shares are Securities of the
same class as the Securities such Initiating Holder proposes to register )that
such other Holders propose to sell, or such lesser amount determined by the
managing underwriters pursuant to the preceding sentence which shall be
allocated pro rata between the participating Holders on the basis of the number
of such Registrable Securities owned by each such person. 


2.4. Expenses of
Registration. 


          (a)
Except as specifically provided herein, all Registration Expenses incurred in
connection with any registration, qualification or compliance hereunder shall
be borne by the Company. All Selling Expenses incurred in connection with any
underwritten offering made in accordance with the terms set forth herein shall be borne by the
Company and the Holders pro rata on the basis of the number of Registrable
Securities of each party to be registered and sold under the applicable
registration statement. 


          (b)
The Company shall not,
however, be required to pay for expenses of any registration proceeding begun
pursuant to Section 2.1, the request of which has been subsequently withdrawn
by the Investor or requesting Holder(s) unless (i) the withdrawal is based upon
(a) any fact, circumstance, event, change, effect or occurrence that
individually or 


8





in the aggregate with all
other facts or circumstances, events, changes, effects or occurrences has a
material adverse effect on the Company, or (b) material adverse information concerning the Company that the Company
had not publicly revealed at least forty-eight (48) hours prior to the request
or that the Company had not otherwise notified the Investor or requesting
Holders of at the time of such request or (ii) the Investor or the Holders of a
majority of Registrable Securities, as the case may be, agree to forfeit their
right to one requested registration pursuant to Section 2.1, as applicable, in which event such right shall be forfeited by all Holders. 


          (c)
If the Investor and/or the Holders are required to pay Registration Expenses,
such expenses shall be borne by the Investor or the Holders of Registrable Securities
requesting such registration in proportion to the number of Registrable
Securities for which registration was requested. If the Company is required to
pay the Registration Expenses of a withdrawn offering pursuant to clause (b)(i)
above, then the Investor or the Holders, as the case may be, shall not forfeit
their rights pursuant to Section 2.1. 


2.5. Obligations of the Company. Whenever required to effect the
registration of any Registrable Securities, the Company shall, as expeditiously
as reasonably practicable: 


          (a)
Prepare and file with the SEC not later than forty-five (45) calendar days
after the request a registration statement with respect to such Registrable
Securities and use its reasonable best efforts to cause such registration statement
to become effective, or prepare and file with the SEC a prospectus supplement
with respect to such Registrable Securities pursuant to an effective
registration statement and, upon the request of Holders of a majority of the
Registrable Securities registered thereunder, keep such registration statement
effective or such prospectus supplement current, for up to one hundred and
twenty (120) calendar days other than a registration statement required by a
Holder to be effected by means of a Shelf Registration Statement or Amended
Shelf Registration Statement pursuant to Section 2.l(d) or, if earlier, until
the Holder or Holders have completed the distribution related thereto; provided
that before filing a registration statement or prospectus, or filing any
amendment thereof or supplement thereto, the Company shall furnish copies of
all such documents proposed to be filed to Holders’ Counsel. 


          (b)
Prepare and file with the
SEC such amendments and supplements to the applicable registration statement
and the prospectus or prospectus supplement used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all Securities covered by
such registration statement for the period set forth in paragraph (a) above. 


          (c)
Furnish to the Holders such number of copies of the applicable registration
statement and each such amendment and supplement thereto (including in each
case all exhibits) and of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other
documents as they may reasonably request in order to facilitate the disposition
of Registrable Securities owned by them. 


          (d)
Use its reasonable best efforts to register and qualify the Securities covered
by such registration statement under such other securities or Blue Sky laws of
such jurisdictions within the United States as shall be reasonably requested by
the Holders, to keep such registration or qualification in effect for so long
as such registration statement remains in effect, 


9





and to take any other action
which may be reasonably necessary to enable such seller to consummate the
disposition in such jurisdictions within the United States of the Securities
owned by such Holder; provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or jurisdictions
within the United States.  


          (e)
Enter into customary agreements (including if the method of distribution is by
means of an underwriting and/or if a bookrunner or bookrunners are to be
appointed by a Holder in relation to any Registrable Securities, a customary
underwriting and/or bookrunners’ agreement in form and substance reasonably
satisfactory to the Holders with the managing underwriter or underwriters and/or
bookrunners (as the case may be) of such offering; provided that such
underwriting and/or bookrunners’ agreement shall incorporate customary
protections given to underwriters and/or bookrunners (as the case may be) by
issuers for the type of securities offering contemplated, including customary
warranties and covenants given in favor of, and indemnification of, such
underwriters and/or bookrunners (as the case may be) by the Company in form and
substance satisfactory to the Company, acting reasonably; and provided, further, that the Company shall
consult with the Investor prior to agreeing upon any fees, discounts or other
amounts payable to such managing underwriter or underwriters and/or bookrunners
(as the case may be)), take such other actions (including participating in and
making documents available for the due diligence review of underwriters and/or
bookrunners if the method of distribution is by means of an underwriting and/or
if a bookrunner or bookrunners are to be appointed) in accordance with
customary market practice and make available appropriate members of management
of the Company for assistance reasonably required in the selling effort
relating to the Registrable Securities, including, but not limited to,
participation in “road shows” to the extent customary in order to facilitate
the disposition of such Registrable Securities. Each Holder participating in
such distribution shall also enter into and perform its obligations under such
underwriting and/or bookrunners’ agreement; provided, however,
that no Holder shall be required to make any representations or warranties to
or agreements with the Company or any underwriters and/or bookrunners (as the
case may be) in connection with any registration statement other than such
customary representations, warranties or agreements of a selling shareholder
regarding such Holder, such Holder’s title to the Registrable Securities, such
Holder’s intended method or methods of distribution and any other
representation, warranty or agreement required by law. 


          (f)
Notify each Holder of
Registrable Securities at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the applicable prospectus, as then in effect, includes an
untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing. 


          (g)
Furnish, on the date that such Registrable Securities are delivered to the
underwriters for sale, if such securities are being sold through underwriters,
(i) an opinion, dated as of such date, of outside legal counsel representing
the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, (ii) a
letter dated as of such date, from the independent registered public
accountants of the Company, in form and substance as is customarily given by
independent registered public accountants to underwriters in an 


10





underwritten public offering
addressed to the underwriters and (iii) such other customary documents,
certificates, resolutions or agreements as may reasonably be required by the
underwriters. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 Give written notice to the
 Holders: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 when any registration
 statement filed at the request of a Holder pursuant to Section 2.1 or any
 amendment thereto has been filed with the SEC (except any amendment effected
 by the filing of a document with the SEC pursuant to the Exchange Act) and
 when such registration statement or any post-effective amendment thereto has
 become effective; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 of any request by the SEC
 for amendments or supplements to any registration statement filed at the
 request of the Investor pursuant to Section 2 or the prospectus included
 therein or for additional information; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 of the issuance by the SEC
 of any stop order suspending the effectiveness of any registration statement
 filed at the request of the Investor pursuant to Section 2 the initiation of
 any proceedings for that purpose; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 of the receipt by the
 Company or its legal counsel of any notification with respect to the
 suspension of the qualification of the Securities for sale in any
 jurisdiction or the initiation or threatening of any proceeding for such
 purpose; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

 	
 of the happening of any
 event that requires the Company to make changes in any effective registration
 statement filed at the request of a Holder pursuant to Section 2 or the
 prospectus related to the registration statement in order to make the
 statements therein not misleading (which notice shall be accompanied by an
 instruction to suspend the use of the prospectus until the requisite changes
 have been made). 

 



          (i)
Use its reasonable best efforts to prevent the issuance or obtain the
withdrawal of any order suspending the effectiveness of any registration statement referred to in Section
2.5(h)(iii) at the earliest practicable time. 


          (j)
Upon the occurrence of
any event contemplated by Section 2.5(h)(v) above, promptly prepare a
post-effective amendment to such registration statement or a supplement to the
related prospectus or file any other required document so that, as thereafter
delivered to the Holders, the prospectus will not contain an untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. If the Company notifies the Holders in accordance with Section
2.5(h)(v) above to suspend the use of the prospectus until the requisite
changes to the 


11





prospectus have been made,
then the Holders shall suspend use of such prospectus and use their reasonable
best efforts to return to the Company all copies of such prospectus (at the
Company’s expense) other than permanent file copies then in such Holder’s
possession, and the period of effectiveness of such registration statement
provided for above shall be extended by the number of days from and including the
date of the giving of such notice to the date Holders shall have received such
amended or supplemented prospectus pursuant to this Section 2.50’). 


          (k)
Provide a transfer agent and registrar for purposes of settling any offering or
sale of Registrable Securities, including with respect to the transfer of
physical stock certificates into book-entry form in accordance with any
procedures reasonably requested by the Holders or the underwriters. 


          (1)
Use its reasonable best efforts to cause all Registrable Securities to be
listed, on or prior to the effective date of any registration statement, on
each securities exchange or national market on which similar Securities issued
by the Company are then listed. 


          (m)
On or prior to the effective date of any registration statement, to take all
steps reasonably necessary to permit the deposit of all Registrable Securities
that are not then held in the form of ADSs into such depositary receipt
facility as the Company may then sponsor, and to prepare and file with the SEC
any amendment to an existing registration statement on Form F- 6, if necessary, to cover any ADSs held by any Holder or that will be held
by any purchaser of Registrable Securities to be sold under any registration
statement, it being understood that any customary fees, charges and taxes
payable in connection with any deposit of Registrable Securities into a deposit
agreement then sponsored by the Company shall be borne by the Holders pro rata
on the basis of the number of Registrable Securities of each Holder to be
deposited in accordance with this Section 2.5(m). 


          (n)
Cooperate as reasonably required with each Holder and each underwriter and
their counsel, if Registrable Securities are being sold through underwriters,
in connection with any filings required to made with the Financial Industry
Regulatory Authority. 


2.6. Suspension of Sales:
Effectiveness of Registration Statements. 


          (a)
Upon receipt of written notice from the Company that a registration statement,
prospectus or prospectus supplement contains or may contain an untrue statement
of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading or that
circumstances exist that make inadvisable use of such registration statement,
prospectus or prospectus supplement, each Holder of Registrable Securities
shall forthwith discontinue disposition of Registrable Securities until such
Holder has received copies of a supplemented or amended prospectus or
prospectus supplement, or until such Holder is advised in writing by the
Company that the use of the prospectus and, if applicable, prospectus
supplement may be resumed, and, if so directed by the Company, such Holder
shall deliver to the Company (at the Company’s expense) all copies, other than
permanent file copies then in such Holder’s possession, of the prospectus and,
if applicable, prospectus supplement covering such Registrable Securities
current at the time of receipt of such notice. The total number of days that
any such suspension may be in effect in any twelve (12) month period shall not
exceed the excess of forty-five (45) calendar days over
the number 


12





of days in such twelve-month
period that the Company has delayed effecting a registration in reliance on
Section 2.l(c)(iii). 


          (b)
A registration statement filed pursuant to this Section 2 shall be deemed not
to have become effective (and the related registration shall be deemed not to
have been effected) unless it has been declared effective by the SEC; provided,
however, that if, after it has been declared effective, the offering of
any Registrable Securities pursuant to such registration statement is
interfered with by any stop order, injunction or other order or requirement of
the SEC or any other governmental agency or court (other than any such stop
order or injunction issued as a result of the inclusion in such registration
statement of any information supplied to the Company for inclusion therein by
the Investor and/or the Holders) that is not subsequently remedied, such
registration statement shall be deemed not to have become effective; provided,
further, however, if any such stop order, injunction or other order or
requirement of the SEC or any other governmental agency or court is
subsequently remedied, such registration statement shall be deemed not to have
been effective during the period of such interference.  


2.7. Termination of
Registration Rights. The registration rights granted under this Article II
shall terminate with respect to any Holder as of the last day of the first
calendar month in which the sum of the Registrable Securities held by such
Holder (including any Registrable Securities issuable upon exchange of other
securities held by such Holder) may be sold in a single transaction without
registration pursuant to Rule 144 under the Securities
Act without volume limitation or other restrictions on transfer thereunder. 


2.8. Furnishing Information.



          (a)
Neither the Investor nor any Holder shall use any “free writing prospectus” (as
defined in Rule 405 under the Securities Act) in connection with the sale of
Registrable Securities without the prior written consent of the Company, which
consent shall not be unreasonably withheld or delayed. 


          (b)
The Investor and/or Holders agree to furnish to the Company such customary
information regarding themselves, the Registrable Securities held by them and
the intended method of disposition of such securities as shall be required to
effect the registration of their Registrable Securities. 


2.9. Indemnification.



          (a)
The Company agrees to indemnify and hold harmless each Holder and, if a Holder
is a person other than an individual, such Holder’s officers, directors,
employees, agents, representatives and affiliates (which in the case of the
Investor, means any governmental or quasi-governmental entity or Wholly Owned
Entity), and each person or entity, if any, that controls a Holder within the
meaning of the Securities Act (each, an “Indemnitee”), against any and all
losses, claims, penalties, damages, actions, liabilities, costs and expenses
(including without limitation reasonable fees, expenses and disbursements of
attorneys and other professionals), joint or several, arising out of or based
upon any untrue or alleged untrue statement of material fact contained in any
registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto or
contained in any “free writing prospectus” (as such term is defined in Rule 405
under  


13





the Securities Act) prepared
by the Company or authorized by it in writing for use by such Holder (or any
amendment or supplement thereto); or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading; provided, that the Company shall not be liable to such
Indemnitee in any such case to the extent that any such loss, claim, penalty,
damage, liability (or action or proceeding in respect thereof), cost or expense
arises out of or is (i) based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement,
including any such preliminary prospectus or final prospectus contained therein
or any such amendments or supplements thereto or contained in any “free writing
prospectus” (as such term is defined in Rule 405 under the Securities Act)
prepared by the Company or authorized by it in writing for use by such Holder
(or any amendment or supplement thereto), in reliance upon and in conformity
with information regarding such Indemnitee or its plan of distribution or
ownership interests which was furnished in writing to the Company for use in
connection with such registration statement, including any such preliminary
prospectus or final prospectus contained therein or any such amendments or
supplements thereto; (ii) based upon offers or sales effected by or on behalf
such Indemnitee “by means of’ (as defined in Securities Act Rule 159A) a “free
writing prospectus” (as defined in Securities Act Rule 405) that was not
authorized in writing by the Company; (iii) finally judicially determined to
have arisen as a result of the fraud, bad faith or willful default of such
Indemnitee; or (iv) based upon a decline in market value of the Holder Shares
or, as the case may be, Related Securities or is incurred by such Indemnitee as
a result of any offering or sale of Registrable Securities pursuant to this
Agreement, except to the extent such decline is caused by or results from or is
attributable to or would not have arisen but for (in each case directly or
indirectly) the neglect or default of the Company in relation to the content,
publication, issue or distribution of any prospectus or any amendments or
supplements thereto or any Company-authorized “free writing prospectus” ( as defined in Securities Act Rule 405) or any breach by the Company of
any of its obligations under this Agreement. 


          (b)
If the indemnification
provided for in Section 2.9(a) is unavailable to an Indemnitee with respect to
any losses, claims, damages, actions, liabilities, costs or expenses referred
to therein or is insufficient to hold the Indemnitee harmless as contemplated
therein, then the Company, in lieu of indemnifying such Indemnitee, shall
contribute to the amount paid or payable by such Indemnitee as a result of such
losses, claims, damages, actions, liabilities, costs or expenses in such
proportion as is appropriate to reflect the relative fault of the Indemnitee,
on the one hand, and the Company, on the other hand, in connection with the
statements or omissions which resulted in such losses, claims, damages,
actions, liabilities, costs or expenses as well as any other relevant equitable
considerations. The relative fault of the Company, on the one hand, and of the
Indemnitee, on the other hand, shall be determined by reference to, among other
factors, whether the untrue or alleged untrue statement of a material fact or
omission to state a material fact relates to information supplied by the
Company or by the Indemnitee and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission; the Company and each Holder aged that it would not be just and
equitable if contribution pursuant to this Section 2.9(b) were determined by
pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in Section 2.9(a).
Notwithstanding the provisions of this Section 2.9, in connection with any
registration statement filed by the Company, no Indemnitee shall be required to
contribute any amount in excess of the net proceeds received by such Indemnitee
from the sale of Registrable Securities registered under 


14





such registration statement.
No Indemnitee guilty of fraudulent misrepresentation (within the meaning of
Section 1 l(ff of the Securities Act) shall be entitled to contribution from
the Company if the Company was not guilty of such fraudulent misrepresentation.



	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c) 

 	
 Each Indemnitee shall:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 give notice as promptly as
 reasonably practicable to the Company of any action commenced against it
 after receipt of a written notice of any claim or the commencement of any
 action, claim, suit, investigation or proceeding in respect of which a claim
 for indemnification may be sought under this Section 2.9; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 as promptly as reasonably
 practicable notify the Company after any such action is formally commenced (by
 way of service with a summons or other legal process giving information as to
 the nature and basis of the claim),

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 and shall keep the Company
 informed of, and, to the extent reasonably practicable, consult with the
 Company in relation to, all material developments in respect thereof, but in
 each case, only insofar as may be consistent with the terms of any relevant
 insurance policy and provided (in each case) that to do so would not, in such
 Indemnitee’s view (acting in good faith), be prejudicial to it (or to any
 Indemnitee connected to it) or to any obligation of confidentiality or other
 legal or regulatory obligation which that Indemnitee owes to any third party or
 to any regulatory request that has been made of it. However, the failure to
 so notify the Company and keep the Company informed shall not relieve the
 Company from any liability hereunder to the extent it is not materially
 prejudiced as a result thereof and in any event shall not relieve the Company
 from any liability which it may have otherwise than on account of the
 indemnity set out in this Section 2.9.

 



          (d)
Legal advisers for Indemnitees shall be selected by the Investor in respect of
the Investor’s Indemnitees, and each Holder in respect of its Indemnitees. The
Company may participate at its own expense in the defense of any action
commenced against it provided that legal advisers for the Company shall not
(except with the consent of the relevant Indemnitee) also be legal advisers for
the Indemnitee. 


          (e)
In no event shall the Company be liable for fees and expenses of more than one
legal adviser (in addition to any local legal advisers) separate from its own
legal advisers for all Holders in connection with any one action or separate
but similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. 


          (f)
The Company shall not,
without the prior written consent of the relevant Indemnitees (acting in good
faith), settle or compromise or consent to the entry of any judgment with
respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
in respect of which indemnification or contribution could be sought under this
Section 2.9 (whether or not the Indemnitees are actual or potential parties
thereto), unless such settlement, compromise or consent: (i) includes an
unconditional release of each Indemnitee from all liability arising out of such
litigation, investigation, proceeding or claim; and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any Indemnitee.


15





2.10. Assignment or
Novation of Registration Rights. 


          (a)
The Investor (or a Holder to whom the Investor has transferred, assigned or
novated rights pursuant to this Section 2.10) shall be permitted to transfer,
assign or novate its rights and obligations under this Agreement to (i) any
Person (other than a Wholly Owned Entity) to which the Investor or such Holder
transfers or sells Registrable Securities or Related Securities, if the
aggregate market value of the Registrable Securities or, in respect of Related
Securities, the Registrable Securities in respect of which exchange, conversion
or other rights may be exercised, transferred to such person is at the date of
such transfer at least $500,000,000 (or the equivalent sum in any other
currency) (each such person being a “Third Party Transferee”) and (ii)
subject to 2.10(b), any entity which is wholly owned, directly or indirectly,
by the Investor (a “Wholly Owned Entity”);
provided that the Investor (or a Holder to whom the Investor has
transferred, assigned or novated rights pursuant to this Section 2.10) shall
consult with the Company prior to transferring, assigning or novating its
rights and obligations to a Person pursuant to Section 2.10(a)(i); provided,
further, that any such consultation or its outcome shall not be binding
on the Investor or such Holder and shall in no way limit the Investor or such Holder’s right and ability
to effect a transfer, assignment or novation in accordance with Section
2.10(a)(i). 


          (b)
In the event of an
assignment, transfer or novation made pursuant to Section 2.10(a)(ii), the
Investor shall procure that, immediately prior to any such Wholly Owned Entity
ceasing to be wholly owned directly or indirectly by the Investor, such rights
and obligations under this Agreement shall be novated to the Investor or any
other Wholly Owned Entity. 


          (c)
Subject to Section
2.10(a), no party to this Agreement shall be permitted to assign or novate, or
purport to assign or novate, all or any part of the benefit of, or its rights or
benefits under, this Agreement to any other person without the prior written
consent of the other party. 


          (d)
Subject to the provisions of Section 2.3, nothing in this Agreement shall limit
the ability of the Investor, any Wholly Owned Entity and any Third Part
Transferee to participate in the offer or sale of Registrable Securities by
means of any registration statement made pursuant to a single Notice of Demand by an Initiating
Holder in accordance with Section 2.1 on such terms as they may agree with the
relevant Initiating Holder. Any registration effected with respect to the offer
or sale of Registrable Securities by more than one Holder initiated pursuant to
a single Notice of Demand is, and shall for all purposes be deemed to be, the
same registration. 


2.1 1. “Market Stand-Off.
In connection with any registered sale of Securities by the Company in which
the Investor and/or the Holders shall participate by exercise of the rights
provided hereunder, the Investor and/or such Holders hereby agree to discuss
with the managing underwriter or underwriters of such registered sale entry by
the Investor and/or such Holders into market stand-off or similar agreements in
connection with the Investor and/or such Holders’ participation in such registered
sale; provided that (i) no provision of this Agreement shall in any way be
construed so at to require the Investor and/or such Holders to enter into any
such market stand-off or similar agreement and (ii) the Investor and/or such
Holders shall in any case not enter into any such market stand-off or similar
agreement unless all executive officers and directors of the Company enter into
similar agreements and only if such Persons remain subject 


16





thereto (and are not
released from such agreements) for the same period as may be applicable to the
Investor and/or such Holders. 


2.12. Rule 144 Reporting. With a view to making available to Holders
the benefits of certain rules and regulations of the SEC which may permit the
sale of the Registrable Securities to the public without registration, the
Company agrees to use its reasonable best efforts to: 


          (a)
make and keep public information available, as those terms are understood and
defined in Rule 144 under the Securities Act or any similar or analogous rule
promulgated under the Securities Act, at all times after the effective date of
this Agreement; 


          
(b) file with the SEC, in
a timely manner, all reports and other documents required of the Company under
the Exchange Act; and 


          (c)
so long as a Holder owns any Registrable Securities, furnish to such Holder
forthwith upon request: a written statement by the Company as to its compliance
with the reporting requirements of Rule 144 under the Securities Act, and of
the Exchange Act; a copy of the most recent annual report of the Company; and
such other reports and documents as the Holder may reasonably request in
availing itself of any rule or regulation of the SEC allowing it to sell any
such Registrable Securities without registration. 


2.13. Other Registration
Rights. The Company shall not: 


          (a)
grant to any Other Shareholder any rights to request the Company to register
any Securities, unless (i) such rights are set forth in a written agreement
with the Other Shareholder and such rights and the terms of such agreement are
no more favorable to such Other Shareholder than the rights and terms set forth
in this Agreement and (ii) such agreement stipulates that (A) in any demand
registration made by the Investor or any Holder as the Initiating Holder (and
pursuant to which any Holder may participate in accordance with Section 2.3
hereof), the Investor and/or any Holder participating therein shall (subject
    to the relative priorities between the Investor and other Holders set forth
    in Section 2.3 hereof) always have a first priority right over such Other
    Shareholder (or any Other Shareholder) to register and sell any Registrable
    Securities the Investor or such Holders propose to register and sell in any
    such registration ahead of any such Registrable Securities any such Other
    Shareholder may propose to register or sell in connection therewith, (B)
    in any piggyback registration effected in connection with an underwritten
    primary registration by the Company which is not a demand registration by
    the Investor and/or the Holders, the Investor and/or the Holders shall always
    have a first priority right over such Other Shareholder (or any Other Shareholder)
    to register and sell any Registrable Securities (of the same class as the
    Securities the Company proposes to register and any Related Securities in
    respect of which the Holder Shares are Securities of the same class as the
    Securities the Company proposes to register) the Investor or such Holders
    propose to register and sell in any such piggyback registration ahead of
    any Registrable Securities any such Other Shareholder may propose to register
    and sell in connection therewith and (C) in any piggyback registration effected
    in connection with an underwritten secondary registration by the Company
    on behalf of and/or in response to a demand from such Other Shareholder,
    the Investor and/or the Holders shall have the right to register and sell
    any Registrable Securities (of the same class as the Securities such Other
    Shareholder proposes to register and any Related Securities in respect of
    which the Holder Shares are Securities of the 


17





same class as the Securities
such Other Shareholder proposes to register) they propose to register and sell
in any such piggyback registration, allocated, if necessary, pro
rata between the Investor and/or the Holders and such Other Shareholder on the
basis of the number of Securities owned by such Person ((i) and (ii) together,
the “Permitted Registration Rights”); and  


          (b)
effect any registration
in the United States of its Securities for or on behalf of or in response to
any demand from any Other Shareholder, except such Other Shareholder who has
been granted Permitted Registration Rights in accordance with this Agreement. 


ARTICLE III


MISCELLANEOUS


3.1. No Inconsistent Agreements. The Company shall not
    hereafter enter into any agreement with respect to its Securities that is
    inconsistent with the rights granted to the Investor and/or the Holders
    in this Agreement or otherwise conflicts with the provisions hereof. 


3.2. Authority; Enforceability. Each entity that is a party hereto has the corporate
power and each has the authority to enter into this Agreement and to carry out
its obligations hereunder. Each entity that is a party hereto is duly organized
and validly existing under the laws of its jurisdiction of organization, and
the execution of this Agreement and the consummation of the transactions
contemplated herein have been duly authorized by all necessary action, and no
other act or proceeding, corporate or otherwise, on its part is necessary to
authorize the execution of this Agreement or the consummation of any of the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by each party. 


3.3. Adjustments
Affecting Registrable Securities. The Company shall not amend, or permit
any amendment of, its articles of association, by-laws or similar
organizational documents which would reasonably be expected to adversely affect
the ability of Holders to include Registrable Securities in a registration
undertaken pursuant to this Agreement or which would reasonably be expected to
adversely affect the marketability of such Registrable Securities in any such
registration. 


3.4. Successors and
Assigns. Except as otherwise provided herein, the terms and conditions of
this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties (including transferees of any shares of
Registrable Securities to the extent set forth herein), and subject to the
restrictions on assignments and novation set forth in Section 2.10. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations, or liabilities under or by reason of
this Agreement, except as expressly provided in this Agreement. 


3.5. Applicable Law and Submission to Jurisdiction. 


          (a)
This Agreement will be governed by and construed in accordance with the laws of
the State of New York applicable to contracts made and to be performed within
the State of New York, regardless of the law that might be applied under
principles of conflicts of laws. 


18





          (b)
    The Investor irrevocably submits to the nonexclusive jurisdiction of any
    New York State or United States Federal court sitting in the State of New
    York over any suit, action or proceeding arising out of or relating to this
    Agreement or the transactions contemplated thereby. The Investor irrevocably
    waives, to the fullest extent permitted by law, any objection which it may
    now or hereafter have to the laying of venue of any such suit, action or
    proceeding brought in such a court and any claim that any such suit, action
    or proceeding brought in such a court has been brought in an inconvenient
    forum. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY
    ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
    ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
    WAIVES ANY RIGHT
SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
    OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i)
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE. THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH
PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 3.6(b). 


3.6. Counterparts and
Facsimile. For the convenience of the parties hereto, this Agreement may be
executed in any number of separate counterparts, each such counterpart being
deemed to be an original instrument, and all such counterparts will together
constitute the same agreement. Executed signature pages to this Agreement may
be delivered by facsimile and such facsimiles will be deemed as sufficient as
if actual signature pages had been delivered. 


3.7. Titles and Subtitles.
The titles and subtitles used in this Agreement are used for convenience only
and are not to be considered in construing or interpreting this Agreement. 


3.8. Notices. Except
as otherwise provided in this Agreement, all notices, requests, claims,
demands, waivers and other communications hereunder shall be in writing and
shall be deemed to have been duly given when delivered by hand or overnight
courier service, or when received by facsimile transmission if promptly
confirmed, as follows: 


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 if to the Company, to: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Lloyds Banking Group Plc 

 Henry Duncan House 

 120 George St 

 Edinburgh EH2 4LH 

 Attention: Company Secretary

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 with copies to:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Linklaters LLP

 


19









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 One Silk Street 

 
	
  

 	
  

 	
 London EC2Y 8HQ 

 
	
  

 	
  

 	
 Attention: Thomas N. 0’ Neill III 

 
	
  

 	
  

 	
 Fax: +44 (0) 20 7456 2222 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 if to the Investor, to: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Commissioners of Her
 Majesty’s Treasury 

 
	
  

 	
  

 	
 1 Horse Guards Road 

 
	
  

 	
  

 	
 London SWlA 2HQ 

 
	
  

 	
  

 	
 Attention: Nikhil Rathi
 (Team Leader, Financial Stability) 

 
	
  

 	
  

 	
 Fax: + 44 (0) 20 7270 4844 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 with copies to: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 UK Financial Investments Limited 

 
	
  

 	
  

 	
 1 Horse Guards Road 

 
	
  

 	
  

 	
 London SWlA 2HQ 

 
	
  

 	
  

 	
 Attention: John Crompton
 (Head of Market Investments) 

 
	
  

 	
  

 	
 Fax: 144 (0) 20 7270 6668 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Slaughter and May 

 
	
  

 	
  

 	
 One Bunhill Row 

 
	
  

 	
  

 	
 London EClY 8YY 

 
	
  

 	
  

 	
 Attention:
      John Papanichola 

                       Paul
 Dickson 

 
	
  

 	
  

 	
 Fax: +44 (0) 20 7090 5000 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Cravath, Swaine & Moore LLP 

 
	
  

 	
  

 	
 One Ropemaker Street 

 
	
  

 	
  

 	
 London EC2Y 9HR 

 
	
  

 	
  

 	
 Attention: Philip J.
 Boeckman, Esq. 

 
	
  

 	
  

 	
 Fax: +44 (0) 20 7860 1150 

 



or to such other address,
facsimile number or telephone as either party may, from time to time, designate
in a written notice given
in a like manner. 


3.9. Amendments and
Waivers. Any term of this Agreement may be amended and the observance of
any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written
consent of the Company and the Holders of a majority of the Registrable
Securities then outstanding. Any amendment or waiver effected in accordance
with this paragraph shall be binding upon each Holder of any Registrable
Securities then outstanding, each future Holder of all such Registrable
Securities, and the Company. 


3.10. Severability.
If any provision of this Agreement or the application thereof to any person or
circumstance is determined by a court of competent jurisdiction to be invalid,
void or unenforceable, the remaining provisions hereof, or the application of
such provision to persons 


20





or circumstances other than
those as to which it has been held invalid or unenforceable, will remain in
full force and effect and shall in no way be affected, impaired or invalidated
thereby, so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any
party. Upon such determination, the parties shall negotiate in good faith in an
effort to agree upon a suitable and equitable substitute provision to effect
the original intent of the parties 


3.1 1. Aggregation of
Securities. All Registrable Securities held or acquired by any wholly-
owned subsidiary or parent of, or any corporation or entity that is
controlling, controlled by, or under common control with, the Investor shall be
aggregated together for the purpose of determining the availability of any rights
under this Agreement. 


3.12. Entire Agreement,
Etc. This Agreement constitutes the entire agreement, and supersedes all
other prior agreements, understandings, representations and warranties, both
written and oral, between the parties, with respect to the subject matter
hereof. 


3.13. Remedies. Any
Person having rights under any provision of this Agreement shall be entitled to
enforce such rights specifically, to recover damages caused by reason of any
breach of any provision of this Agreement and to exercise all other rights
granted by law. 


3.14. Interpretation of
Placing and Open Offer Agreement. The parties agree that if the Investor
transfers any Registrable Securities to an affiliate or nominee of the
Investor, such affiliate or nominee shall have all the rights and be bound by
the obligations of the Investor under the Placing and Open Offer Agreement. 


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          IN WITNESS WHEREOF, the parties hereto have
executed this Agreement.


	
  

 	
  

 	
  

 	
  

 
	
 LLOYDS
 BANKING GROUP PLC

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date:

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
 Signed by
 two
 of 

 THE
 COMMISSIONERS OF HER 

 MAJESTY’S
 TREASURY

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date:

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date:

 	
  

 
	
  

 	
  

 	
  

 	

 


 


22





          IN WITNESS WHEREOF, the parties hereto have executed
this Agreement.


	
  

 	
  

 	
  

 	
  

 
	
 LLOYDS
 BANKING GROUP PLC

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date:

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
 Signed by
 two of 

 THE COMMISSIONERS OF HER 

 MAJESTY’S
 TREASURY

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date:

 	
 P 18/6/09

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date:

 	
 18/6/09

 
	
  

 	
  

 	
  

 	

 


 



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