Exhibit 4(b)(xiii)


19 February
2010


Mr Glen
Moreno,

[                    ]

[                    ]

[                    ]


Non
executive director appointment - Lloyds Banking Group plc

(“the company”)


Following our
recent discussions, I am pleased to confirm on behalf of our Nomination and
Governance Committee my invitation to you to join the Board of Lloyds Banking
Group plc as a non executive director.


All directors
of the company also serve on the principal subsidiary boards of Lloyds TSB Bank
plc, HBOS Plc and BOS plc. This letter therefore also covers your appointment
as non executive director of those companies. The boards generally meet
simultaneously. 


Your
appointment as a non executive will include the role of Senior Independent
Director (“SID”) and is subject to the terms and conditions set out in this
letter. 


1.
Appointment 


Your
appointment will commence on 1 March 2010 and is for an initial term of three
years expiring at the AGM 2013. At the end of the three year term, your
appointment will be reviewed. Subject to satisfactory performance and Board
approval, you may be invited to serve for a further period. 


Continuation
of your appointment is subject to:


	
  

 	
  

 
	
 •

 	
 Confirmation
 by the Financial Services Authority (FSA) that your application for Approved
 Person status has been approved and to this status being maintained
 throughout your tenure. Directors must inform the FSA and the company of any
 significant changes in their personal circumstances which may have an impact
 on their status as approved persons/directors;

 
	
  

 	
  

 
	
 •

 	
 Satisfactory
 performance and contribution to the Board and Committees of which you are a
 member;

 













	
  

 	
  

 
	
 •

 	
 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 (formerly the Combined Code).

 



2. Termination


You will cease
to hold the office of director if: 


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 you resign
 from your appointment or choose not to stand for re-election; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 the company
 terminates your appointment or chooses not to propose you for re-election; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 shareholders
 fail to elect or re-elect you;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 the Articles
 of Association or any law or regulation prevent you from continuing in
 office. 

 



In the case of
(i) and (ii) above, there is no entitlement to notice or to compensation for
loss office. However, where possible, you agree to make the Chairman aware of
any intention to resign or not to seek re-election so that the board can plan
for orderly succession. 


In the case of
termination under (iii) or (iv) 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 and SID, you may be required to
serve on standing or ad hoc Board Committees. Initially, you will be invited to
serve as Chair of the Risk Oversight Committee and as a member of the
Remuneration Committee.


As part of
your duties as SID you will also be invited to become a member of the
Nomination and Governance Committee.


4. Role


Your duties
will be those required of a non executive director and SID. Non executive
directors have the same legal responsibilities as any other director. The Board
as a whole is collectively responsible for promoting the success of the company
by directing the company’s affairs. As members of the unitary board, all
directors are required to:


	
  

 	
  

 
	
 •

 	
 Provide
 sound leadership of the company within a framework of prudent and effective
 controls which enable risk to be assessed and managed;

 


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 Set the
 Group’s strategic aims having regard to the risk appetite appropriate for the
 company, 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
 Group’s values and standards and ensure that its obligations to its
 shareholders and others are understood and met.

 
	
  

 	
  

 	
  

 
	
 In addition,
 in your capacity as SID, you will:

 
	
  

 	
  

 	
  

 
	
 •

 	
 be available
 to shareholders if they have concerns which contact through the normal
 channels of Chairman, Chief Executive or Finance Director has failed to
 resolve or for which such contact is inappropriate;

 
	
  

 	
  

 	
  

 
	
 •

 	
 attend
 sufficient meetings with major shareholders and financial analysts to obtain
 a balanced understanding of the issues and concerns of such shareholders;

 
	
  

 	
  

 	
  

 
	
 •

 	
 act,
 together with the Deputy Chairman, as a sounding board for the Chairman and
 CEO on board and shareholder matters.

 
	
  

 	
  

 	
  

 
	
 •

 	
 be a
 conduit, as required, for views by other non-executive directors on the
 performance of the Chairman, and chair a formal annual session of the
 Nomination and Governance Committee members (excluding the Chairman) to agree
 the Chairman’s objectives and review his performance.

 
	
  

 	
  

 	
  

 
	
 •

 	
 be the focal
 point for board members for any concerns regarding the Chairman, or the
 relationship between the Chairman and the CEO.

 
	
  

 	
  

 	
  

 
	
 5. Key accountabilities 

 
	
  

 	
  

 	
  

 
	
 Key
 accountabilities for non- executive directors will consist of: -

 
	
  

 	
  

 	
  

 
	
 §

 	
 Strategy. Non executive directors should
 constructively challenge and help to develop proposals on strategy by
 bringing a different and external perspective to Board discussions. 

 
	
  

 	
  

 	
  

 
	
 §

 	
 Performance. Non executive directors should
 support and scrutinise the performance of management in meeting agreed goals
 and objectives and monitor the reporting of performance.

 
	
  

 	
  

 	
  

 
	
 §

 	
 Risk. Non executive directors should satisfy
 themselves that Board discussion and decision making on risk matters is based
 on accurate and appropriately comprehensive information and draws, as far as
 they believe it to be relevant or necessary, on external analysis and input.
 In particular, non executive directors should satisfy themselves on the
 integrity of financial information and that financial controls and systems of
 risk management are robust, adequate and effective. 

 


3









	
  

 	
  

 
	
 §

 	
 People. Through membership of Board
 Committees, non executive directors are responsible for determining
 appropriate policies, structure and levels of remuneration for executive
 directors and senior executive management and ensuring appropriate
 arrangements are in place for Board appointments and executive and non
 executive succession planning.

 



6. Time Commitment 


As a non
executive director, you are required to devote such time as is necessary for
the effective discharge of your duties. The estimated time commitment for your
role is approximately 4 days per month which is made up as follows:


	
  

 	
  

 
	
 - Base time
 commitment as non executive director:

 	
 20 days

 
	
 - Additional
 time for SID responsibilities:

 	
 10 days 

 
	
 - Additional
 time for chair of Risk Oversight Committee:

 	
 16 days

 
	
 - Additional
 time for member of Remuneration Committee:

 	
 6 days 

 
	
  

 	

 


 
	
    Total
 per annum

 	
 52 days

 
	
  

 	

 


 



The estimated
time commitment includes all scheduled Board and Committee meetings relevant to
your role, plus strategy sessions, attendance at shareholder meetings and
preparation for meetings. A schedule of Board and committee meetings for 2010
and 2011 is attached. 


The above time
commitment is based on planned events. From time to time, however, you may be
required to attend meetings at short notice. You will be expected to use your
best efforts to relinquish other appointments to ensure that you can meet the
time commitments and make yourself available as appropriate. 


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


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


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7. Fees and Expenses 


The following
fees per annum are payable in respect of your appointment: 


	
  

 	
  

 	
  

 
	
  

 	
 §

 	
 Non
 executive director base fee:

 
	
  

 	
  

 	
 £65,000 -
 this will be looked at in the course of 2010

 
	
  

 	
  

 	
  

 
	
  

 	
 §

 	
 Additional
 fee for acting as SID

 
	
  

 	
  

 	
 £60,000

 
	
  

 	
  

 	
  

 
	
  

 	
 §

 	
 Additional
 fee for acting as chair of the Risk Oversight Committee

 
	
  

 	
  

 	
 £40,000

 
	
  

 	
  

 	
  

 
	
  

 	
 §

 	
 Additional
 fee for acting as a member of the Remuneration Committee

 
	
  

 	
  

 	
 £20,000

 



               Total
£185,000


Fees are
payable monthly and will be paid to a Lloyds TSB bank account held in your
name. If you do not hold a Lloyds TSB account, you will be required to open one
for this purpose. Please contact the Company Secretary who will be happy to
make the necessary arrangements. 


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


8. Outside Interests 


It is accepted
and acknowledged that you have business interests other than those of the
company. As a condition of your appointment you are required to declare any
such directorships, appointments and interests to the board in writing. If you
take on any additional business interests or become aware of any potential
conflicts of interest, these 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 senior independent director and
obtain a resolution of the board authorising such acquisition. Regardless of
any approval given in relation to outside interests, it is your responsibility
to ensure that you can meet the time commitment required by the role. 


9. Confidentiality


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



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


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. 


10. Induction


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


11. Evaluation and review of performance


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


12. Directors’ Liability Indemnity and
Insurance


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


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


13. Independent Professional Advice


Occasions may
arise when you consider that you need professional advice in the furtherance of
your duties as a director and it will be appropriate for you to consult independent
advisers at the company’s expense. The company will reimburse the full cost of
expenditure incurred in accordance with the company’s policy, details of which
are set out in the appointment pack. 


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14. Disclosure and Dealings in Shares


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


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


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


15. Shareholdings


All directors
are encouraged to hold shares in the company. If you would like to receive
whole or part of your monthly fee in shares, we would be happy to make the
necessary arrangements for you.


Please
acknowledge receipt and acceptance of the above terms by signing and returning
the enclosed copy of this letter.


Please do not
hesitate to contact me for any assistance in any matters during the term of
your appointment. 


I look forward
to working with you on the Board. 


Sir Winfried
Bischoff 


I acknowledge
receipt of the letter dated 12 February 2010 of which this is a copy and accept
the terms of appointment. 


	
  

 	
  

 
	
 Signed

 	
  

 
	
  

 	

 


 






	
  

 	
  

 
	
 Date

 	
  

 
	
  

 	

 


 


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