Exhibit 4(b)(xii)


12
February 2010


Mr
David Roberts,

[                    ]

[                    ]

[                    ]




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 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
 of 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 any 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 are requested 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, you may be required
to serve on standing or ad hoc Board Committees. Initially, you will be invited
to serve on the following committees: 


	
  

 	
  

 
	
 •

 	
 Member of
 the Audit Committee

 
	
  

 	
  

 
	
 •

 	
 Member of
 the Remuneration Committee. 

 



4. Role


Your
duties will be those required of a non executive director. 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;

 
	
  

 	
  

 
	
 •

 	
 set the
 company’s strategy having regard to its risk appetite, ensuring that the
 necessary financial and human resources are in place for the company to meet
 its objectives, and review management performance; and

 


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 •

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

 



5. Key accountabilities


Non
executive directors are expected to focus on the following key areas


	
  

 	
  

 
	
 •

 	
 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 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.

 
	
  

 	
  

 
	
 •

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

 
	
  

 	
  

 
	
 •

 	
 People. Through membership
 of Board Committees, non executive directors are responsible for determining
 appropriate policies, structure and levels of remuneration for executive
 directors and senior executive management and ensuring appropriate
 arrangements are in place for board appointments and executive and non
 executive 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 per
annum for your role is around 3 days per month which is made up as follows:


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 - 

 	
 Base time
 commitment as LBG non executive director:

 	
  

 	
 20 days

 	
  

 
	
 - 

 	
 Additional
 time for membership of Audit Committee:

 	
  

 	
 8 days 

 	
  

 
	
 - 

 	
 Additional
 time for membership of Remuneration Committee:

 	
  

 	
 6 days

 	
  

 
	
  

 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
 34 days 

 	
  per
 annum

 
	
  

 	
  

 	
  

 	

 


 	
  

 



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


3





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. 


7. Fees and Expenses


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


	
  

 	
  

 	
  

 	
  

 
	
 •

 	
 Non
 executive base fee - this will be looked at in the course of 2010

 	
 £  65,000

 	
  

 
	
 •

 	
 Additional
 fee for membership of Audit Committee

 	
 £  25,000

 	
  

 
	
 •

 	
 Additional
 fee for membership of Remuneration Committee

 	
 £  20,000

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Total

 	
  

 	
 £110,000

 	
  

 



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. 


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9. Confidentiality


You
will not use or disclose to any person, firm or organisation (except as
required by law or to carry out your duties under this letter) any trade
secrets, know-how, business information or other private or confidential
information relating to the business, finances or affairs of the company, or
any customer of the company or any other information provided on the basis that
it is confidential. You will use your best endeavours to prevent the
unauthorised use or disclosure of any such information. This restriction will
continue to apply after your appointment ends without limit in time but will
not apply to information which becomes public, unless through unauthorised
disclosure by you. After your appointment ends you will return all documents
and information (whether written, visual or electronic) under your control
which belong to the company or any member of the Lloyds Banking Group.


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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