Exhibit 4(a)(vi)


	
  

 	
  

 
	
 THIS
 AGREEMENT is dated               June 2009 and
 effective as of 11 June 2009 between 

 






	
  

 	
  

 
	
 (1)

 	
 LLOYDS
 BANKING GROUP PLC, a company incorporated in Scotland with registered
 number 095000 and whose registered office is at Henry Duncan House, 120 George
 Street, Edinburgh EH2 4LH (the “Company”); and 

 
	
  

 	
  

 
	
 (2)

 	
 THE
 COMMISSIONERS OF HER MAJESTY’S TREASURY of 1 Horse Guards Road, London SW1A2HQ (“HM Treasury”). 

 



WHEREAS


	
  

 	
  

 
	
 (A)

 	
 HM Treasury has
 purchased Ordinary Shares and other Securities.

 
	
  

 	
  

 
	
 (B)

 	
 It is anticipated that HM Treasury
 will acquire or subscribe further Securities. 

 
	
  

 	
  

 
	
 (C)

 	
 Pursuant to the
 terms of the pre-accession commitments given by the Company on 7 March 2009 in connection with the
 asset protection scheme announced by HM Treasury on 19 January 2009 and the
 Placing and Open Offer Agreement between, among others, the parties and dated
 as of 7 March 2009 (as amended and restated on 20 March 2009 and 18 May 2009),
 the Company has agreed to grant certain rights to HM Treasury. 

 



NOW THEREFORE IT IS AGREED as follows:


	
  

 	
  

 	
  

 
	
 1.

 	
 INTERPRETATION

 
	
  

 	
  

 	
  

 
	
 1.1

 	
 In this Agreement
 (including the Recitals):

 
	
  

 	
  

 	
  

 
	
  

 	
  “$”

 	
 means a United
 States Dollar;

 
	
  

 	
  

 	
  

 
	
  

 	
  “Asset
 Protection Scheme”

 	
 means the asset
 protection scheme originally announced by HM Treasury on 19 January 2009 and
 proposed to be made available by HM Treasury to financial institutions in the
 United Kingdom;

 
	
  

 	
  

 	
  

 
	
  

 	
  “Business
 Day”

 	
 means any day
 (other than a Saturday or Sunday) on which clearing banks are open for a full
 range of banking transactions in London;

 
	
  

 	
  

 	
  

 
	
  

 	
  “Claims”

 	
 means any and all
 claims, actions, liabilities, demands, proceedings, investigations, judgments
 or awards whatsoever (and in each case whether or not successful, compromised
 or settled and whether joint or several) threatened, asserted, established or
 instituted against any Indemnified Person and “Claim” shall be construed accordingly;

 









2


	
  

 	
  

 	
  

 
	
  

 	
  “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 VI of the Financial Services and
 Markets Act 2000 in relation to the Company;

 
	
  

 	
  

 	
  

 
	
  

 	
  “Companies
 Act”

 	
 means the
 Companies Act 2006;

 
	
  

 	
  

 	
  

 
	
  

 	
  “Company
 Share Offering”

 	
 has the meaning
 given in clause 2.2;

 
	
  

 	
  

 	
  

 
	
  

 	
  “Earliest
 Documentary Demand Date”

 	
 means 22 July
 2009;

 
	
  

 	
  

 	
  

 
	
  

 	
  “Excess
 Capacity”

 	
 has the meaning
 given in clause 2.2(A)(ii);

 
	
  

 	
  

 	
  

 
	
  

 	
  “FSA”

 	
 means the
 Financial Services Authority acting in its capacity as the competent
 authority for the purposes of Part VI of FSMA;

 
	
  

 	
  

 	
  

 
	
  

 	
  “FSMA”

 	
 means the
 Financial Services and Markets Act 2000, including any regulations made
 pursuant thereto;

 
	
  

 	
  

 	
  

 
	
  

 	
  “HMT
 Indemnified Persons”

 	
 means:

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 The Commissioners
 of Her Majesty’s Treasury;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 HM Treasury;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 the Treasury
 Solicitor:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 any Wholly Owned
 Entity; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 any person who is,
 on or at any time after the date of this agreement, a director, officer,
 official, agent or employee of or under any person specified in paragraph
 (a), (b), (c) or (d) above:

 






	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and “HMT Indemnified Person” shall be
 construed accordingly;

 
	
  

 	
  

 	
  

 
	
  

 	
  “HMT
 Shares”

 	
 means (i) any
 Securities of the Company acquired, subscribed for or held by HM Treasury
 from time to time and (ii) any Securities issued or issuable with respect to
 or in exchange or replacement for any such Securities;

 









3


	
  

 	
  

 	
  

 
	
  

 	
  “Holder”

 	
 means HM Treasury
 and any New Holder;

 
	
  

 	
  

 	
  

 
	
  

 	
  “Holder
 Indemnified Persons”

 	
 means:

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 each Holder and
 any subsidiary, branch or affiliate of such Holder: and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 a person who is,
 on or at any time after the date of this Agreement, a director, officer,
 partner or employee of an undertaking specified in paragraph (a) above:

 






	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and “Holder Indemnified Person” shall be
 construed accordingly;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  “Holders’
 Counsel”

 	
 means (i) if HM
 Treasury is the sole selling holder, HM Treasury’s legal counsel, or (ii) if
 there is more than one selling Holder, the legal counsel chosen either by
 agreement between such Holders or (in the absence of agreement) by the person
 holding a majority interest in the Relevant Shares being offered or sold;

 
	
  

 	
  

 	
  

 
	
  

 	
  “Initiating
 Holder”

 	
 has the meaning
 given in clause 2.1(A);

 
	
  

 	
  

 	
  

 
	
  

 	
  “Listing
 Document”

 	
 means any
 prospectus, listing particulars, offering circular or similar document;

 
	
  

 	
  

 	
  

 
	
  

 	
  “Listing
 Rules”

 	
 means the Listing
 Rules made by the FSA pursuant to section 73A of the FSMA, as amended from
 time to time;

 
	
  

 	
  

 	
  

 
	
  

 	
  “Losses”

 	
 means any and all
 loss, damage, cost, liability, demand, charge or expense (including legal
 fees), in each case whether joint or several. which any Indemnified Person
 may suffer or incur (including, but not limited to, all Losses suffered or
 incurred in investigating, preparing for or disputing or defending or
 settling any Claim and/or in establishing its right to be indemnified
 pursuant to clause 3 and/or in seeking advice regarding any Claim or in any
 way related to or in connection with the indemnity contained in clause 3) and
 “Loss” shall be construed
 accordingly;

 
	
  

 	
  

 	
  

 
	
  

 	
  “Marketing
 Document”

 	
 means any
 information memoranda, offering memoranda, presentations and marketing 

 









4


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 documents;

 
	
  

 	
  

 	
  

 
	
  

 	
  “New
 Holder”

 	
 means any person
 to whom HMT Shares have been sold, distributed or otherwise transferred and
 to whom any or all of the rights conferred on HM Treasury by this Agreement
 have been assigned, transferred or novated in accordance with clause 4;

 
	
  

 	
  

 	
  

 
	
  

 	
  “New
 Holder Shares”

 	
 means any HMT
 Shares which are sold, distributed or otherwise transferred to a New Holder;

 
	
  

 	
  

 	
  

 
	
  

 	
  “Notice
 of Demand”

 	
 has the meaning
 given in clause 2.1(A);

 
	
  

 	
  

 	
  

 
	
  

 	
  “Offering
 Expenses”

 	
 means all costs and
 expenses incurred by the Company or any Holder in effecting any offering or
 sale pursuant to this Agreement (including any applicable amounts in respect
 of VAT thereon), such expenses including, without limitation: (i) in respect
 of any Share Offering, the fees and expenses of their primary legal counsel
 in England, Scotland and the United States of America and in any other
 jurisdiction in which Securities are listed; (ii) the cost of preparation,
 advertising, printing and distribution of all Listing Documents, Marketing
 Documents and all other documents connected with the relevant offering or
 sale: (iii) the Registrars’ fees; (iv) the fees and charges of any regulator,
 investment exchange, central securities depository or clearing or settlement
 service; and (v) the expenses of the Company’s independent accountants in
 connection with any regular or special reviews or audits incident to or
 required in connection with the relevant offering or sale. but shall exclude
 Selling Expenses;

 
	
  

 	
  

 	
  

 
	
  

 	
  “Other
 Shareholder”

 	
 means any holder
 of Securities other than a Holder:

 
	
  

 	
  

 	
  

 
	
  

 	
  “Ordinary
 Shares”

 	
 means ordinary
 shares of 25 pence each (or such other nominal amount resulting from any merger,
 share exchange, reorganisation, recapitalisation, sub-division, consolidation
 or other similar transactions resulting in a change in the nominal amount of
 the ordinary shares) in the capital of the Company;

 









5


	
  

 	
  

 	
  

 
	
  

 	
  “Public
 Offer”

 	
 means a Share
 Offering conducted (in whole or in part) by means of a marketed offer to the
 public requiring the preparation and approval of a Listing Document in
 accordance with applicable law;

 
	
  

 	
  

 	
  

 
	
  

 	
  “Registrable
 Securities”

 	
 has the meaning
 given to that term in the US Registration Rights Agreement;

 
	
  

 	
  

 	
  

 
	
  

 	
  “Registrars”

 	
 means the
 Company’s registrars from time to time;

 
	
  

 	
  

 	
  

 
	
  

 	
  “Related
 Securities”

 	
 means any
 securities of any description caused by HM Treasury to be issued by any
 person from time to time and which are exchangeable for, convertible into,
 give rights over or otherwise reference any HMT Shares;

 
	
  

 	
  

 	
  

 
	
  

 	
  “Relevant
 Shares”

 	
 means any HMT
 Shares and any New Holder Shares;

 
	
  

 	
  

 	
  

 
	
  

 	
  “SEC”

 	
 means the U.S.
 Securities and Exchange Commission and any successor agency thereof;

 
	
  

 	
  

 	
  

 
	
  

 	
  “Securities”

 	
 means shares in
 the capital of the Company and other securities of any description issued by
 the Company from time to time;

 
	
  

 	
  

 	
  

 
	
  

 	
  “Selling
 Expenses”

 	
 means all
 underwriting discounts, selling commissions and share transfer taxes
 applicable to the offering or sale of HMT Shares and the fees and expenses of
 any Holder’s financial advisers;

 
	
  

 	
  

 	
  

 
	
  

 	
  “Share
 Offering”

 	
 has the meaning
 given in clause 2.1(A);

 
	
  

 	
  

 	
  

 
	
  

 	
  “Stamp
 Tax”

 	
 means any stamp,
 documentary, registration or capital duty or tax (including, without
 limitation, stamp duty, SDRT and any other similar duty or similar tax) and
 any fines, penalties and/or interest relating thereto;

 
	
  

 	
  

 	
  

 
	
  

 	
  “Tax”

 	
 means all forms of
 taxation and statutory, governmental, state, provincial, local governmental
 or municipal impositions, duties, contributions and levies (including, for
 the avoidance of doubt, Stamp Tax), in each case in the nature of taxation,
 duty, contribution or levy, whether of the United Kingdom or elsewhere in the
 world whenever imposed and whether 

 









6


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 chargeable
 directly or primarily against or attributable directly or primarily to any
 person and all penalties, charges, costs and interest relating thereto;

 
	
  

 	
  

 	
  

 
	
  

 	
  “Third
 Party Transferee”

 	
 has the meaning
 given in 4.1(B);

 
	
  

 	
  

 	
  

 
	
  

 	
  “Treasury
 Solicitor”

 	
 has the same
 meaning as in the Treasury Solicitor Act 1876;

 
	
  

 	
  

 	
  

 
	
  

 	
  “US
 Registration Rights Agreement”

 	
 means the
 agreement between HM Treasury and the Company dated 12 January 2009 as
 amended and restated on the date hereof in respect of the registration of
 Securities in the United States of America; and

 
	
  

 	
  

 	
  

 
	
  

 	
  “Wholly
 Owned Entity”

 	
 has the meaning
 given in clause 4.1(A).

 






	
  

 	
  

 	
  

 
	
 1.2

 	
 In this Agreement
 unless otherwise specified: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 references to
 clauses and sub-clauses are to clauses and sub-clauses of this Agreement; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 a reference to any
 statute or statutory provision shall be construed as a reference to the same
 as from time to time amended, modified or re-enacted; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (C)

 	
 references to a
“company” shall be construed so as to include any company, corporation or
other body corporate, wherever and however incorporated or established;  

 
	
  

 	
  

 	
  

 
	
  

 	
 (D)

 	
 references to a
“person” shall be construed so as to include any individual, firm, company,
government, state or agency of a state or any potential subdivision thereof,
local or municipal authority or government body or any joint venture, association
or partnership (whether or not having separate legal personality);  

 
	
  

 	
  

 	
  

 
	
  

 	
 (E)

 	
 any reference to a
“day” (including within the phrase “Business Day”) shall mean a period of 24
hours running from midnight to midnight;  

 
	
  

 	
  

 	
  

 
	
  

 	
 (F)

 	
 references to writing
 shall include any modes or reproducing words in a legible and non-transitory
 form; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (G)

 	
 references to
 times of the day are to London time; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (H)

 	
 headings to
 clauses are for convenience only and do not affect the interpretation of this
 Agreement; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (I)

 	
 references to any
 English legal term for any action, remedy, method of judicial proceeding,
 legal document, legal status, court, official, or any legal concept or 

 









7


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 thing shall in
 respect of any jurisdiction other than England be deemed to include what most
 nearly approximates in that jurisdiction to the English legal term;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (J)

 	
 the rule known as
 the ejusdem generis rule shall
 not apply and accordingly general words Introduced by the word “other” shall
 not be given a restrictive meaning by reason of the fact that they are
 preceded by words indicating a particular class of acts, matters or things; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (K)

 	
 general words
 shall not be given a restrictive meaning by reason of the fact that they are
 followed by particular examples intended to be embraced by the general words;
 and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (L)

 	
 any reference to
 any indemnity, covenant to pay or payment (a “Payment Obligation”) being given or made on an “after-Tax basis” or expressed to be
 calculated on an “after-Tax basis”
 means that, in calculating the amount payable pursuant to such Payment
 Obligation (the “Payment”),
 there shall be taken into account (if and to the extent that the same has not
 already been taken into account in the calculation of the Payment): 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 any Tax suffered
 by the person entitled to receive the Payment to the extent that it arises as
 a result of the matter giving rise to the Payment Obligation or as a result
 of receiving, or being entitled to receive, the Payment; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 any relief, exemption,
 allowance or credit which is available to set against any Tax otherwise
 payable or against any income, profits or gains for Tax purposes, and any
 right to any refund or reimbursement of any Tax, which in each case is
 available to the person entitled to receive the Payment if and to the extent
 that the same arises as a result of the matter giving rise to the Payment
 Obligation or as a result of receiving, or being entitled to receive, the
 Payment, 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 such that the
 person entitled to receive the Payment is in the same economic position after
 Tax that it would have been in if the matter giving rise to the Payment
 Obligation had not occurred. 

 
	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
 SHARE
 OFFERINGS 

 
	
  

 	
  

 	
  

 	
  

 
	
 2.1

 	
 Assistance
 with sales and share sales and offerings 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 Subject to the
 conditions of this clause 2.1, if at any time the Company shall receive a
 written notification from a Holder (the “Initiating
 Holder”) that the Holder wishes to offer or sell Relevant Shares
 or Related Securities (whether by way of a public offer, private placement or
 by any other means, and whether to persons located in the United Kingdom
 and/or in any other jurisdiction (other than SEC registered public offers in
 the United States of America which are covered by the US Registration Rights
 Agreement)) (being a “Share Offering”),
 which notification shall include confirmation that the number of Relevant
 Shares proposed to be offered or sold directly or through Related Securities
 would 

 









8


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 cause the
 condition in clause 2.1(C)(ii) to be satisfied and the intended method of
 such offering or sale (a “Notice of Demand”),
 then the Company shall, subject to clauses 2.1(B) and (C), take all such
 steps and do all such things as the initiating Holder may (acting at all
 times reasonably with respect to the items set out in clauses 2.1(A)(i) to
 2.1(A)(xiv) below) request in connection with such Share Offering as promptly
 as reasonably practicable (taking into account such reasonable timeframe as
 the Initiating Holder may specify) including, without limitation, the
 following:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 for a Public
 Offer, prepare any Listing Document required in connection with the Share
 Offering and, subject to clause 2.1(A)(viii), have the same approved in
 accordance with applicable law; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 prepare any other
 Marketing Documents required by the Initiating Holder in connection with the
 Share Offering in accordance with customary market practice (to the extent
 relevant to the Share Offering); 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 participate in,
 and make documents and information available for due diligence generally in
 relation to the Share Offering in accordance with customary market practice
 (to the extent relevant to the Share Offering); 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 make available
 appropriate members of management of the Company for due diligence generally
 in relation to the Share Offering and for assistance reasonably required in
 the selling effort relating to the Share Offering including, but not limited
 to, participation in “road shows” in each case in accordance with customary
 market practice (to the extent relevant to the Share Offering); 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

 	
 carry out
 customary due diligence in relation to the Share Offering and verification in
 relation to the Listing Documents and the Marketing Documents; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vi)

 	
 procure that its
 directors accept responsibility for the content of the Listing Documents and
 the Marketing Documents relating to the Share Offering (other than content
 relating to HM Treasury, HM Government (or any department, body, agency or
 other subdivision thereof) or the policy or intentions of HM Treasury or HM
 Government (or any department, body, agency or other subdivision thereof)
 except as may be required by law or regulation) in accordance with customary
 market practice and applicable law and regulation; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vii)

 	
 allow HM Treasury
 to review and comment on all Listing Documents and Marketing Documents
 relating to the Share Offering and accept any changes reasonably required
 thereto by HM Treasury in respect of references to HM Treasury, HM Government
 (or any department, body, agency or other subdivision thereof) or the policy
 or intentions of HM Treasury or HM Government (or any department, body,
 agency or other subdivision thereof);

 









9


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (viii)

 	
 withhold from
 filing, posting or otherwise making public any Listing Documents or Marketing
 Documents relating to the Share Offering without the prior approval of the
 Initiating Holder unless otherwise required by applicable law or regulation; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ix)

 	
 prepare such
 amendments and supplements to any Listing Documents or Marketing Documents
 relating to the Share Offering as may be necessary to comply with applicable
 law and with customary market practices for a FTSE 100 company and, subject to clause
 2.1(A)(viii), have the same approved in accordance with applicable law; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (x)

 	
 provide the
 Initiating Holder with such number of copies of the Listing Documents and
 Marketing Documents as it may reasonably request in connection with the Share
 Offering; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xi)

 	
 for a Public
 Offer, ‘passport’ any Listing Documents prepared in connection with the Share
 Offering to such jurisdictions as the Initiating Holder may reasonably
 request; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xii)

 	
 notify the
 Initiating Holder: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 when any Listing
 Document or Marketing Document prepared in connection with the Share Offering
 has been approved in accordance with applicable law; and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 of any material
 correspondence relating to any Listing Document or Marketing Document in
 respect of the Share Offering between the Company and any authority,
 regulator, stock exchange or similar body, save to the extent prohibited by
 applicable law and regulation; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xiii)

 	
 if the Share
 Offering is to be underwritten, undertaken by way of a block or similar trade
 and/or if a bookrunner or bookrunners are to be appointed by a Holder in
 relation to the Share Offering, enter into an underwriting, sale and purchase
 and/or bookrunners’ agreement (as relevant) in form and substance reasonably
 satisfactory to the Holders with each of the underwriters, purchasers and/or bookrunners
 (as the case may be) to the Share Offering, such underwriting, sale and
 purchase and/or bookrunners’ agreement to incorporate customary protections
 given to underwriters, purchasers and/or bookrunners (as the case may be) by
 issuers for the type of Share Offering contemplated (including customary
 warranties and covenants given in favour of, and indemnification of, such
 underwriters, purchasers and/or bookrunners (as the case may be) by the
 Company in form and substance satisfactory to the Company, acting
 reasonably), provided that such protections shall not be required to cover
 the content of the Listing Documents or the Marketing Documents relating to
 the Share Offering to the extent that the Company’s directors are not
 required to accept responsibility for content relating to HM Treasury
 pursuant to clause 2(A)(vi); and 

 









10


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xiv)

 	
 enter into such
 other customary agreements as are reasonably required to effect the Share
 Offering. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 If the Initiating
 Holder intends to offer or sell the Relevant Shares or Related Securities
 covered by its Notice of Demand by means of an underwritten offering: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 it shall so advise
 the Company as a part of its Notice of Demand made pursuant to this clause
 2.1; and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 it shall have the
 right to appoint a managing underwriter or underwriters and/or bookrunners of
 recognised international standing, provided that: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 to the extent
 appropriate and permitted under applicable law, such Initiating Holder shall
 consider the qualifications of any affiliate of the Company in selecting the
 managing underwriters, other underwriters and bookrunners for any such
 offering; and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 in connection with
 any Share Offering requiring: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (1)

 	
 the participation
 of members of management of the Company in selling efforts; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (2)

 	
 the entry by the
 Company into any underwriting agreement, sale and purchase and/or
 bookrunners’ agreement,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 HM Treasury shall
 consult with the Company before making such appointments.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (C)

 	
 The Company shall
 not be required to provide any assistance pursuant to clause 2.1(A):

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 prior to the
 Earliest Documentary Demand Date in relation to the preparation of any
 Listing Document or Marketing Documents if such work would require, in the
 view of the Company and HM Treasury, both acting reasonably, onerous
 financial, accounting or audit work in order to ensure that the requested
 materials comply with relevant securities laws; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 unless: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 in relation to a
 Share Offering being conducted in whole or in part by way of a Public Offer,
 the aggregate market value of the Relevant Shares or, in respect
 of Related Securities, the Relevant Shares in respect of which exchange,
 conversion or other rights may be exercised, which are the subject of the
 Share Offering is (when aggregated, as appropriate, with the anticipated
 aggregate offering price of any Registrable Securities in respect of which a
 registration is to be effected

 









11


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 pursuant to the US
 Registration Rights Agreement contemporaneously with such Share Offering) at
 least $200,000,000 (or the equivalent sum in any other currency);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 in relation to a
 Share Offering being conducted exclusively other than by way of a Public
 Offer, the aggregate market value of the Relevant Shares or, in respect of
 Related Securities, the Relevant Shares in respect of which exchange,
 conversion or other rights may be exercised, which are the subject of the
 Share Offering is (when aggregated, as appropriate, with the anticipated
 aggregate offering price of any Registrable Securities in respect of which a
 registration is to be effected pursuant to the US Registration Rights
 Agreement contemporaneously with such Share Offering) at least $100,000,000
 (or the equivalent sum in any other currency); or 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 the Relevant
 Shares or, in respect of Related Securities, the Relevant Shares in respect
 of which exchange, conversion or other rights may be exercised, which are the
 subject of a proposed Share Offering constitute all the Relevant Shares of
 that class held by the Initiating Holder at that time; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 in respect of more
 than four Notices of Demand relating to separate Public Offers in any 12
 month period (with all Public Offers that take place contemporaneously being
 deemed to be the same Public Offer); 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 to Third Party
 Transferees: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 in respect of more
 than four Notices of Demand relating to separate Share Offerings in any 12
 month period (with all Share Offerings that take place contemporaneously
 being deemed to be the same Share Offering); and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 for as long as HM
 Treasury or a Wholly Owned Entity is a Holder, in respect of any Notice of
 Demand by a Third Party Transferee relating to a Public Offering, without the
 prior consent of HM Treasury; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

 	
 subject to clause
 2.2, with respect to a Share Offering during the period starting with the
 date 30 calendar days prior to the Company’s good faith estimate of the
 launch date of, and ending on a date 90 calendar days after the closing
 date of, a Company Share Offering, provided that: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 the Company is
 actively employing in good faith all reasonable endeavours to launch such
 offering within such timescales; and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the Company
 notifies the Initiating Holder of any proposed Company Share Offering within
 such timescale as soon as possible following its receipt of the relevant
 Notice of Demand; 

 









12


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vi)

 	
 if the Company
 notifies the Holders that it anticipates, in good faith and in its reasonable
 business judgement, announcing a corporate transaction or event or state of
 affairs within 30 calendar days of the date of the Notice of Demand which
 announcement, in the reasonable good faith business judgement of the Company,
 is or would be material in the context of the Company and does or would
 interfere with the Share Offering referred to in the Notice of Demand, in
 which case the Company shall have the right to defer the provision of such
 assistance (but not the preparation of any Listing Document or Marketing
 Document or the provision of assistance with customary confirmatory due
 diligence in relation to any Share Offering) for a period of not more than 30
 calendar days after receipt of the Notice of Demand, provided that: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 the Company is
 actively employing in good faith all reasonable endeavours 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 clause
 2.1(C)(vi) shall cease to apply); and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 such right to
 defer the provision of assistance may not be exercised by the Company more
 than two times in any 12 month period and in any case for not more than 30
 calendar days in the aggregate in any 12 month period; or 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vii)

 	
 in respect of any
 Share Offering during any Close Period, in which event the Company shall have
 the right to defer the provision of such assistance (but not the preparation
 of any Listing Document or Marketing Document or the provision of assistance
 with customary confirmatory due diligence in relation to any Share Offering)
 until the earlier of the end of such Close Period and the date falling 45
 calendar days after receipt of Notice of Demand. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (D)

 	
 Nothing in this
 clause 2 shall require the Company to obtain a listing for any securities on
 any exchange or in any market in which it does not already have a listing where the Company and HM
 Treasury, both acting reasonably, agree that obtaining such listing would be
 unduly onerous having regard to the additional listing obligations to which
 the Company would be subject as a result of, or in connection with, obtaining
 such listing. 

 









13


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (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 a Share
 Offering, nor is it intended to give any binding indication of the number of
 Relevant Shares to which any Share Offering may relate or the terms, pricing
 or timing of any Share Offering. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.2

 	
 Company
 share offerings 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Whenever the
 Company proposes to offer or sell (whether by way of a public offer, private
 placement or otherwise and whether to persons located in the United Kingdom
 and/or in any other jurisdiction) any of its Securities (except (a) for any
 offer or sale of securities to employees or directors of the Company pursuant
 to any employee share option plan or other employee benefit plan arrangement,
 (b) pursuant
 to a Share Offering effected in accordance with clause 2.1 or (c) any issue of Securities to
 HM Treasury in order to fund the participation fee payable by the Company in
 relation to its accession to the Asset Protection Scheme) (a “Company Share Offering”), the Company
 shall:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 except in the case
 of a routine offering or sale by the Company of debt securities in terms of a
 customary debt issuance programme: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 consult with the
 Holders at the earliest reasonable opportunity as to the intended timing,
 size and structure of a proposed Company Share Offering; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 in conjunction
 with the Holders, determine whether there is any capacity in the market for
 the offer or sale (whether by way of a public offer, private placement or
 otherwise and whether to persons located in the United Kingdom and/or in any
 other jurisdiction) of any of the Company’s Securities of the same class as
 those comprised in the Company Share Offering or of any Related Securities in
 respect of which the Relevant Shares are Securities of the same class as
 those comprised in the Company Share Offering, in excess of that proposed to
 be taken by the Company Share Offering (any such excess capacity being “Excess Capacity”); and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 if required by the
 Holders, provide the Holders with assistance pursuant to clause 2.1(A) in
 connection with a Share Offering in respect of such Excess Capacity; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 take such steps as
 may be necessary to ensure that any Listing Document or Marketing Document
 produced in connection with such Company Share Offering is consistent with
 all Listing Documents and Marketing Documents produced, or to be produced, in
 connection with such a Share Offering; and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (C)

 	
 allow HM Treasury
 to review and comment on all Listing Documents and Marketing Documents
 relating to the Company Share Offering and accept any changes reasonably
 required thereto by HM Treasury in respect of references to HM Treasury, HM
 Government (or any department, body, agency or other 

 









14


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 subdivision
 thereof) or the policy or intentions of HM Treasury or HM Government (or any
 department, body, agency or other subdivision thereof).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.3

 	
 Expenses
 of Share Offerings 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 Except as
 specifically provided herein, all Offering Expenses incurred in connection
 with any offering or sale of Relevant Shares and in complying with the terms
 of this Agreement shall be borne by the Company. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 The Company shall
 not, however, be required to pay for Offering Expenses incurred in relation
 to any Share Offering pursuant to clause 2.1, which Share Offering has been
 subsequently withdrawn by the initiating Holder, unless the withdrawal is
 based upon: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 any fact,
 circumstance, event, change, effect or occurrence that individually or in the
 aggregate with all other facts or circumstances, events, changes, effects or
 occurrences has a material adverse effect on the Company or which otherwise
 requires the preparation or publication of any amended or supplemental
 Listing Document or Marketing Document; or 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 material adverse
 information concerning the Company that the Company had not publicly revealed
 at least 48 hours prior to its receipt of the Notice of Demand or that the
 Company had not otherwise notified the initiating Holder of at the time of it
 serving the Notice of Demand. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (C)

 	
 In the absence of
 any agreement to the contrary among them: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 all Selling
 Expenses shall be borne by the Holders selling Relevant Shares or Related
 Securities pursuant to the Share Offering pro rata to the number of Relevant
 Shares sold whether directly or through the sale of Related Securities; and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 all Offering
 Expenses to which clause 2.3(B) applies shall be born by the Holders
 proposing to sell Relevant Shares or Related Securities pursuant to the
 proposed Share Offering pro rata to the number of Relevant Shares proposed to
 be sold whether directly or through the sale of Related Securities. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.4

 	
 Suspension
 of offering or sale 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 Upon receipt of
 written notice from the Company that a significant new factor has arisen or
 that a Listing Document does not contain or fairly present all information
 required to be contained therein or contains any untrue or inaccurate
 statement of a material fact or omits therefrom a fact necessary in order to
 make the statements in there not misleading in any material respect or
 contains any statement which is in any respect not based on reasonable
 grounds or that circumstances exist that make inadvisable the use of such
 Listing Document, each Holder of Relevant Shares or, as the case may be,
 Related Securities shall forthwith discontinue its offering or sale of
 Relevant 

 









15


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Shares until such
 Holder has received copies of such supplemental or amended Listing Documents
 as may be necessary, or until such Holder is advised in writing by the
 Company that the use of the Listing Documents 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 relevant Listing Documents in respect of the
 offer or sale of such Relevant Shares current at the time of receipt of such
 notice. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 The total number
 of days that any such suspension may be in effect in any 12 month period shall not exceed the
 excess of 45 calendar days over the number of days in such
 twelve-month period that the Company has delayed providing assistance
 pursuant to clause 2.1 in reliance on clause 2,1(C)(iv). 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.5

 	
 Furnishing
 information 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 The Holders agree
 to furnish to the Company such customary information regarding themselves,
 the Relevant Shares or, as the case may be, Related Securities held by them
 and the intended method of offering or sale of the Relevant Shares or, as the
 case may be, Related Securities as shall be required in connection with the
 preparation of any Listing Document or Marketing Document. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
 INDEMNIFICATION
 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.1

 	
 The Company agrees
 to fully and effectively indemnify and hold harmless each HMT Indemnified
 Person and each Holder Indemnified Person (each, an “Indemnified Person”), on an after-Tax
 basis against any and all Losses or Claims whatsoever, as incurred, in
 connection with, arising out of or based upon: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 the Listing
 Documents or the Marketing Documents or any of them (or any amendment or
 supplement to any of them) prepared by the Company or authorised by it in
 writing for use by such Indemnified Person not containing or fairly
 presenting, or being alleged not to contain or not to fairly present, all
 information required to be contained therein, or arising out of or based upon
 any untrue or inaccurate statement or alleged untrue or inaccurate statement
 of a material fact contained in the Listing Documents or the Marketing
 Documents or any of them (or any amendment or supplement to any of them), or
 the omission or alleged omission therefrom of a fact necessary in order to
 make the statements therein not misleading in any material respect, or any
 statement therein being or being alleged to be in any respect not based on
 reasonable grounds, in the light of the circumstances in which they were
 made; and/or 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 any failure or
 alleged failure by the Company or any of its directors or any of its or his
 agents, employees or advisers to comply with any statute, rule or regulation
 in any jurisdiction applicable to a Share Offering; and/or 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (C)

 	
 any breach or
 alleged breach by the Company of any of its obligations or the
 representations, covenants and undertakings set out in this Agreement or the
 arrangements contemplated by this Agreement, 

 









16


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 provided that the
 Company shall not be liable to such Indemnified Person in any such case (i)
 to the extent that any such Loss or Claim is in connection with, arises out
 of or is based the matters referred to in clause 3.1(A) in respect of a
 Listing Document or a Marketing Document or any amendment or supplement
 thereto prepared by the Company or authorised by it in writing for use by
 such Indemnified Person in reliance upon and in conformity with information
 regarding such Indemnified Person or its ownership interests or the Share
 Offering which was furnished in writing to the Company for use in connection
 with such Listing Document or Marketing Document, (ii) to the extent that any
 such Loss or Claim is in connection with, arises out of, or is based on any
 references to HM Treasury, HM Government (or any department, body, agency or
 other subdivision thereof) or to the policy or intentions of HM Treasury, HM
 Government (or any department, body, agency or other subdivision thereof)
 contained in any Listing Document or Marketing Document which references HM
 Treasury has reviewed and commented on pursuant to clause 2.1(A)(vii) or
 clause 2.2(C) and where any changes required by HM Treasury to such reference
 have been accepted in full, and (iii) to the extent that any such Loss or
 Claim is finally and judicially determined to have arisen as a result of the
 fraud, bad faith or willful default of that Indemnified Person and (iv) if and
 to the extent that any such Loss or Claim arises out of a decline in market
 value of the Relevant Shares or, as the case may be, Related Securities or is
 incurred by HM Treasury as a result of the Share Offering, save 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 Listing Document or Marketing Document or any breach by
 the Company of any of its obligations under this Agreement.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.2

 	
 If the
 indemnification provided for in clause 3.1 is unavailable to an Indemnified
 Person with respect to any Losses or Claims referred to therein or is insufficient to hold
 the Indemnified Person harmless as contemplated therein, then the Company, in
 lieu of indemnifying such Indemnified Person, shall contribute to the amount
 paid or payable by such Indemnified Person as a result of such Losses or
 Claims in such proportion as is appropriate to reflect the relative fault of
 the Indemnified Person, on the one hand, and the Company, on the other hand,
 in connection with the statements or omissions which resulted in such Losses
 or Claims as well as any other relevant equitable considerations. The
 relative fault of the Company, on the one hand, and of the Indemnified
 Person, on the other hand, shall be determined by reference to, among other
 factors, whether the circumstances referred to in clause 3.1(A) giving rise
 to such contribution relates to information supplied by the Company or by the
 Indemnified Person and the parties’ relative intent, knowledge, access to
 information and opportunity to correct or prevent such statement or omission
 (as relevant); the Company and each Holder agree that it would not be just
 and equitable if contribution pursuant to this clause 3.2 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 this clause 3.2.
 Notwithstanding the provisions of this clause 3, in connection with any
 Listing Document or Marketing Document prepared by the Company, no
 Indemnified Person shall be required to contribute any amount in excess of
 the net proceeds received by such Indemnified Person from the sale of
 Relevant Shares or Related Securities effected pursuant to such Listing
 Document or Marketing Document. No Indemnified Person guilty of fraudulent
 misrepresentation shall be entitled to contribution from the Company if the
 Company was not guilty of such fraudulent misrepresentation. 

 










17


	
  

 	
  

 	
  

 
	
 3.3

 	
 Each lndemnified
 Person shall: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 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 clause 3; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 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 lndemnified Person’s view (acting in good faith), be prejudicial
 to it (or to any lndemnified Person connected to it) or to any obligation of
 confidentiality or other legal or regulatory obligation which that
 lndemnified Person 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 clause 3.
 

 
	
  

 	
  

 	
  

 
	
 3.4

 	
 Legal advisers for
 lndemnified Persons shall be selected by each Holder in respect of its
 lndemnified Persons. The Company may participate at its own expense in the
 defence of any action commenced against it provided that legal advisers for
 the Company shall not (except with the consent of the relevant lndemnified
 Person) also be legal advisers for the Indemnified Person. 

 
	
  

 	
  

 	
  

 
	
 3.5

 	
 In no event shall
 the Company be liable for fees and expenses of more than one legal adviser in
 each relevant jurisdiction in addition to 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. 

 
	
  

 	
  

 	
  

 
	
 3.6

 	
 The Company shall
 not, without the prior written consent of the relevant lndemnified Persons
 (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 clause 3 (whether or not the lndemnified Persons are actual
 or potential parties thereto), unless such settlement, compromise or consent:
 (i) includes an unconditional release of each lndemnified Person 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 lndemnified Person. 

 
	
  

 	
  

 	
  

 
	
 4.

 	
 TRANSFER
 OF RIGHTS AND OBLIGATIONS 

 
	
  

 	
  

 	
  

 
	
 4.1

 	
 Subject to clauses
 4.2 and 4.3, each Holder shall be permitted to transfer, assign or novate its
 rights and obligations under this Agreement to: 

 









18


	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 any entity which
 is wholly owned, directly or indirectly, by HM Treasury (a “Wholly Owned Entity”); and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 any person (other
 than a Wholly Owned Entity) to which such Holder transfers or sells Relevant
 Shares or Related Securities, if the aggregate market value of the Relevant
 Shares or, in respect of Related Securities, the Relevant Shares 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 “Third Party Transferee”), 

 
	
  

 	
  

 	
  

 
	
  

 	
 provided that the
 Holder shall consult with the Company prior to transferring, assigning or
 novating its rights and obligations to a person pursuant to clause 4.1(A) and
 provided further that any such consultation or its outcome shall not be
 binding on such Holder and shall in no way limit such Holder’s right and
 ability to effect a transfer, assignment or novation in accordance with
 clause 4.1(A). 

 
	
  

 	
  

 	
  

 
	
 4.2

 	
 In the event of an
 assignment, transfer or novation of rights or obligations made pursuant to
 clause 4.1(A), the relevant Holder shall procure that, immediately prior to
 any such Wholly Owned Entity ceasing to be wholly owned directly or
 indirectly by HM Treasury, such rights or obligations (as appropriate) shall
 be novated, assigned or transferred to HM Treasury or to any other Wholly
 Owned Entity. 

 
	
  

 	
  

 	
  

 
	
 4.3

 	
 Subject to clause
 4.1, no party to this Agreement shall be permitted to assign, transfer or
 novate, or purport to assign, transfer or novate, all or any of its rights,
 benefits or obligations under this Agreement to any other person without the
 prior written consent of the other party. 

 
	
  

 	
  

 	
  

 
	
 4.4

 	
 The Company
 acknowledges and agrees with HM Treasury and each New Holder that each Holder
 shall be entitled to participate in, and thereby offer to sell, Relevant
 Securities or Related Securities in any offer or sale of Relevant Securities
 or Related Securities by another Holder or Holders by means of a Share
 Offering initiated pursuant to a single Notice of Demand on such terms as the
 relevant Holders may agree and that any Share Offering 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 Share Offering. However, nothing in this
 clause obliges, or is deemed to oblige, HM Treasury to consult with, or
 inform, any other Holder before launching a Share Offering. 

 
	
  

 	
  

 	
  

 
	
 5.

 	
 OTHER
 OFFERING RIGHTS

 
	
  

 	
  

 	
  

 
	
  

 	
 The Company shall
 not: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 grant to any Other
 Shareholder any rights to request that the Company assist in respect of the
 offering or sale of any Securities unless 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 favourable to such Other Shareholder than the
 rights and terms set forth in this Agreement; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 provide any Other
 Shareholder with any assistance in respect of the offering or sale of any
 Securities, except where such Other Shareholder has been given

 









19


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 the right to
 request such assistance in accordance with the terms of this Agreement.

 
	
  

 	
  

 	
  

 
	
 6.

 	
 MISCELLANEOUS
 

 
	
  

 	
  

 	
  

 
	
 6.1

 	
 No
 inconsistent agreements 

 
	
  

 	
  

 	
  

 
	
  

 	
 The Company represents
 and warrants that it has not entered into, and undertakes that it shall not
 enter into, any agreement, contract, understanding or arrangement (whether
 written or verbal, formal or informal) that is inconsistent with the rights
 granted to the Holders in this Agreement or otherwise conflicts with the
 provisions hereof. 

 
	
  

 	
  

 	
  

 
	
 6.2

 	
 Authority
 and enforceability 

 
	
  

 	
  

 	
  

 
	
  

 	
 The Company
 represents and warrants that: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 it has the
 corporate power and the authority to enter into this Agreement and to carry
 out its obligations hereunder; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 it is duly
 organised and validly existing under the laws of its jurisdiction of
 organisation, and the execution of this Agreement and the consummation of the
 transactions contemplated herein have been duly authorised by all necessary
 action, and no other act or proceeding, corporate or otherwise, on its part
 is necessary to authorise the execution of this Agreement or the consummation
 of any of the transactions contemplated hereby; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (C)

 	
 it has duly executed
 and delivered this Agreement.

 
	
  

 	
  

 	
  

 
	
 6.3

 	
 Adjustments
 affecting Relevant Shares 

 
	
  

 	
  

 	
  

 
	
  

 	
 The Company shall
 not amend, or permit any amendment of, its articles of association or similar
 organisational documents, which would or would reasonably be expected to,
 adversely affect the ability of Holders to effect the offering or sale of
 Relevant Shares or Related Securities or which would or would reasonably be
 expected to, adversely affect the marketability of such Relevant Shares or
 Related Securities in any such offering or sale. 

 
	
  

 	
  

 	
  

 
	
 6.4

 	
 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 or acquirers of any Relevant
 Shares or Related Securities to the extent set forth herein), and subject to
 the restrictions on assignments and novation set out in clause 4. Nothing in this Agreement, express
 or implied, is intended to confer upon any party other than the parties
 hereto or their respective permitted successors and assigns any rights,
 remedies, obligations, or liabilities under or by reason of this Agreement,
 except as expressly provided in this Agreement. 

 









20


	
  

 	
  

 	
  

 
	
 6.5

 	
 Applicable
 law and submission to jurisdiction 

 
	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 This Agreement and
 any non-contractual obligations arising out of or in connection with it shall
 be governed by and construed in accordance with the laws of England. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 Each party hereby
 irrevocably submits to the exclusive jurisdiction of the English courts in
 respect of any suit, action or proceeding arising out of or relating to this
 Agreement or the transactions contemplated thereby and 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.
 

 
	
  

 	
  

 	
  

 
	
  

 	
 (C)

 	
 The Company agrees
 to appoint an agent for service of process in any jurisdiction other than
 England in which any other party is subject to legal suit, action or
 proceedings based on or arising under this Agreement within 14 days of receiving written notice of such legal
 suit, action or proceedings and the request to appoint such agent for
 service. In the event that the Company does not appoint such an agent within
 14 days of the notice requesting it to so, such other party may appoint a
 commercial agent for service for the Company on the Company’s behalf and at
 the Company’s expense and the Company agrees that subject to being notified
 of such appointment in writing, service upon such commercial agent will
 constitute service upon the Company. 

 
	
  

 	
  

 	
  

 
	
 6.6

 	
 Counterparts
 

 
	
  

 	
  

 	
  

 
	
  

 	
 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. 

 
	
  

 	
  

 	
  

 
	
 6.7

 	
 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 Street

 
	
  

 	
  

 	
 Edinburgh EH2 4LH 

 
	
  

 	
  

 	
 Attention: Company
 Secretary 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 with copies to: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Linklaters LLP 

 
	
  

 	
  

 	
 One Silk Street

 









21


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 London EC2Y 8HQ

 
	
  

 	
  

 	
 Attention: Jeremy
 Parr and Matthew Bland

 
	
  

 	
  

 	
 Fax: + 44 (0) 20
 7456 2222 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 if to HM Treasury,
 to: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Commissioners
 of Her Majesty’s Treasury 

 
	
  

 	
  

 	
 1 Horse Guards
 Road

 
	
  

 	
  

 	
 London SW1A 2HQ 

 
	
  

 	
  

 	
 Attention: Nikhil
 Rathi (Team leader, financial stability) 

 
	
  

 	
  

 	
 Fax: + 44 (0) 20
 7270 7562 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 with copies to:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 Slaughter and May

 
	
  

 	
  

 	
  

 	
 One Bunhill Row 

 
	
  

 	
  

 	
  

 	
 London EC1Y 8YY 

 
	
  

 	
  

 	
  

 	
 Attention: Charles
 Randell and John Papanichola 

 
	
  

 	
  

 	
  

 	
 Fax: +44 (0) 20
 7090 5000; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 UK Financial
 Investments Limited 

 
	
  

 	
  

 	
  

 	
 1 Horse Guards Road 

 
	
  

 	
  

 	
  

 	
 London SW1A 2HQ 

 
	
  

 	
  

 	
  

 	
 Attention: John
 Crompton (Head of Market Investments) 

 
	
  

 	
  

 	
  

 	
 Fax: +44 (0) 20
 7270 6668 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 	
  

 
	
 6.8

 	
 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, HM Treasury and the Holders of a majority of the Relevant Shares
 then held by Holders. Any amendment or waiver effected in accordance with
 this paragraph shall be binding upon each Holder of any Relevant Shares then
 outstanding, each future Holder of all such Relevant Shares, and the Company.
 

 
	
  

 	
  

 	
  

 	
  

 
	
 6.9

 	
 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 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

 









22


	
  

 	
  

 
	
  

 	
 to agree upon a
 suitable and equitable substitute provision to effect the original intent of
 the parties. 

 
	
  

 	
  

 
	
 6.10

 	
 Aggregation
 of interests 

 
	
  

 	
  

 
	
  

 	
 All Relevant
 Shares held or acquired by any affiliates of a Holder (which in the case of
 HM Treasury includes governmental or quasi-governmental entity or Wholly
 Owned Entity) and each person or entity, if any, that is an affiliate of a
 Holder shall be aggregated together for the purpose of determining the
 availability of any rights under this Agreement. 

 
	
  

 	
  

 
	
 6.11

 	
 Contracts
 (Rights of Third Parties) Act 1999 

 
	
  

 	
  

 
	
  

 	
 Each Indemnified
Person and each person to whom rights or obligations are transferred,
assigned or novated pursuant to clause 4 shall have the right under the Contracts (Rights of
Third Parties) Act 1999 to enforce its rights against the Company under this
Agreement. Except as provided above, a person who is not a party to this
Agreement has no right under the Contracts (Rights of Third Parties) Act 1999
to enforce any term of this Agreement.  

 
	
  

 	
  

 
	
 6.12

 	
 Entire
 agreement 

 
	
  

 	
  

 
	
  

 	
 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. 

 
	
  

 	
  

 
	
 6.13

 	
 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. 

 









23


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date set forth in the
first paragraph hereof. 


	
  

 	
  

 	
  

 	
  

 
	
 LLOYDS BANKING
 GROUP PLC

 	
 )

 	
 By:

 	


 
	
  

 	
 )

 	
  

 	

 


 
	
  

 	
 )

 	
  

 	
  

 
	
  

 	
 )

 	
 Name:

 	
  

 
	
  

 	
 )

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
 THE
 COMMISSIONERS OF HER

 	
 )

 	
 By:

 	
  

 
	
 MAJESTY’S
 TREASURY

 	
 )

 	
  

 	

 


 
	
  

 	
 )

 	
  

 	
  

 
	
  

 	
 )

 	
 By:

 	
  

 
	
  

 	
 )

 	
  

 	

 


 









23


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date set forth in the first paragraph
hereof. 


	
  

 	
  

 	
  

 	
  

 
	
 LLOYDS BANKING
 GROUP PLC

 	
 )

 	
 By:

 	
  

 
	
  

 	
 )

 	
  

 	

 


 
	
  

 	
 )

 	
  

 	
  

 
	
  

 	
 )

 	
 Name:

 	
  

 
	
  

 	
 )

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
 THE
 COMMISSIONERS OF HER

 	
 )

 	
 By:

 	


 
	
 MAJESTY’S
 TREASURY

 	
 )

 	
  

 	

 


 
	
  

 	
 )

 	
  

 	
  

 
	
  

 	
 )
)

 	
 By: