Exhibit 4(a)(xi)

 
	
  

 
	
 DATED 2 November 2009

 
	
  

 
	
 THE LORDS COMMISSIONERS OF HER MAJESTY’S
 TREASURY

 
	
  

 
	
 and

 
	
  

 
	
 LLOYDS BANKING GROUP PLC

 
	
  

 
	

 


 
	
  

 
	
 COSTS REIMBURSEMENT DEED

 
	
 relating to the UK Asset

 
	
 Protection Scheme

 
	
  

 
	

 


 
	
  

 
	
 Slaughter and May 

 
	
 One Bunhill Row

 
	
 London EC1Y 8YY

 
	
 (TP/JGZW)

 
	
  

 
	
 CA093060014

 









CONTENTS


	
  

 	
  

 	
  

 
	
 1.

 	
 DEFINITIONS AND INTERPRETATION

 	
 3

 
	
  

 	
  

 	
  

 
	
 2.

 	
 FEES, COSTS AND EXPENSES

 	
 4

 
	
  

 	
  

 	
  

 
	
 3.

 	
 PAYMENTS

 	
 6

 
	
  

 	
  

 	
  

 
	
 4.

 	
 TAX MATTERS

 	
 6

 
	
  

 	
  

 	
  

 
	
 5.

 	
 ANNOUNCEMENTS AND PUBLICITY

 	
 8

 
	
  

 	
  

 	
  

 
	
 6.

 	
 WARRANTIES

 	
 9

 
	
  

 	
  

 	
  

 
	
 7.

 	
 NOTICES

 	
 9

 
	
  

 	
  

 	
  

 
	
 8.

 	
 MISCELLANEOUS

 	
 10

 
	
  

 	
  

 	
  

 
	
 9.

 	
 GOVERNING LAW; JURISDICTION

 	
 11

 













	
  

 	
  

 
	
 THIS
 DEED OF WITHDRAWAL is made on 2 November 2009 

 
	
  

 	
  

 
	
 BETWEEN:
 

 
	
  

 	
  

 
	
 (1)

 	
 THE
 LORDS COMMISSIONERS OF HER MAJESTY’S TREASURY of 1 Horse Guards Road, London
 SW1A 2HQ (the “Treasury”); and 

 
	
  

 	
  

 
	
 (2)

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

 
	
  

 	
  

 
	
 WHEREAS:
 

 
	
  

 	
  

 
	
 (A)

 	
 On 19 January
 2009, Her Majesty’s Government of the United Kingdom (the “Government”) announced its intention to
 offer the Asset Protection Scheme (the “Scheme”)
 to protect certain eligible financial institutions against exceptional future
 credit losses on certain portfolios of assets and exposures. 

 
	
  

 	
  

 
	
 (B)

 	
 On 7 March 2009,
 LBG announced its intention to participate in the Scheme and entered into
 discussions with the Treasury regarding the terms of the Scheme and the
 accession of Bank of Scotland plc to it. On 3 November 2009, LBG expects,
 subject to agreeing final documentation, to announce its intention not to
 participate in the Scheme. 

 
	
  

 	
  

 
	
 (C)

 	
 Pursuant to this
 Deed, and in connection with (amongst other things) its withdrawal from the
 Scheme, LBG has undertaken to reimburse the Treasury for certain fees, costs
 and expenses associated with the Scheme and certain ancillary matters. 

 
	
  

 	
  

 
	
 NOW
 THIS DEED WITNESSES AS FOLLOWS: 

 
	
  

 	
  

 
	
 1.

 	
 DEFINITIONS
 AND INTERPRETATION 

 
	
  

 	
  

 
	
 1.1

 	
 In this Deed
 (including the Recitals): 

 
	
  

 	
  

 
	
  

 	
 “Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for
 business in London; 

 
	
  

 	
  

 
	
  

 	
 “Deed
 of Withdrawal” means the deed so entitled which is proposed to be
 entered into between LBG and the Treasury in connection with (amongst other
 things) LBG’s proposed withdrawal from the Scheme; 

 
	
  

 	
  

 
	
  

 	
 “Group” means LBG and all of its group
 undertakings (as defined in section 1161(5) of the Companies Act 2006); 

 
	
  

 	
  

 
	
  

 	
 “Representatives” means: (i) in the context of the
 Treasury, the Treasury Solicitor, any of Her Majesty’s Secretaries of State
 (and any other Minister of the Crown), UK Financial Investments Limited, the
 Asset Protection Agency, and any and all directors, officers, officials,
 employees, agents, professional advisers and contractors of the foregoing;
 and (ii) in the context of LBG and the Group, directors, officers, employees,
 agents, professional advisers and contractors; 

 









4


	
  

 	
  

 	
  

 
	
  

 	
 “State
 Aid”
 means the aid provided by the Treasury to LBG: (i) under the recapitalisation
 scheme announced by the Government on 8 October 2008; (ii) in connection with
 LBG’s (or a member of the Group’s) proposed participation in the Scheme; and
 (iii) in connection with LBG’s proposed capital raising by way of a rights issue; 

 
	
  

 	
  

 	
  

 
	
  

 	
 “State
 Aid Approval” means any state aid approval for the State Aid in
 its original terms and as supplemented, modified or replaced from time to
 time in accordance with the Deed of Withdrawal; 

 
	
  

 	
  

 	
  

 
	
  

 	
 “State
 Aid Commitments” means the commitments given by LBG to the European
 Commission in connection with the State Aid Approval as supplemented,
 modified or replaced from time to time in accordance with the Deed of
 Withdrawal; 

 
	
  

 	
  

 	
  

 
	
  

 	
 “Tax” means any tax and any levy,
 impost, duty or other charge in the nature of taxation (whether of the United
 Kingdom or elsewhere in the world) and any fine, penalty, charge, cost or
 interest relating to any of the foregoing; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 “Treasury
 Solicitor” means the Solicitor for the Affairs of Her Majesty’s Treasury. 

 
	
  

 	
  

 	
  

 
	
 1.2

 	
 In this Deed,
 unless otherwise specified: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 references to
 clauses are to clauses of this Deed;

 
	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 the words “include” and “including” shall be deemed to be followed by the phrase
 “without limitation”; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (C)

 	
 headings and
 sub-headings in this Deed are included for ease of reference only and shall
 not affect the interpretation of this Deed; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (D)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (E)

 	
 any reference to
 any statute, statutory provision or rules or regulations made thereunder
 shall be construed as a reference to the same as it may have been, or may
 from time to time be, amended, modified, re-enacted or replaced; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (F)

 	
 a reference to any
 other document is a reference to that other document as amended, varied or
 supplemented at any time. 

 
	
  

 	
  

 	
  

 
	
 2.

 	
 FEES,
 COSTS AND EXPENSES 

 
	
  

 	
  

 	
  

 
	
 2.1

 	
 LBG shall procure
 that it and the members of the Group shall bear all costs and expenses
 incurred by it and the other members of the Group arising out of or in
 connection with: (i) the proposed participation of LBG (or any member of the
 Group) in, and withdrawal from, the Scheme; and (ii) the performance of its
 duties and obligations 

 









5


	
  

 	
  

 	
  

 
	
  

 	
 under this Deed
 and the Deed of Withdrawal (including with respect to the State Aid
 Commitments). 

 
	
  

 	
  

 	
  

 
	
 2.2

 	
 LBG shall pay (or
 shall procure that the members of the Group shall pay) to the Treasury the
 costs and expenses calculated by the Treasury as being incurred by the
 Treasury, the Treasury Solicitor, UK Financial Investments Limited and the
 Asset Protection Agency in connection with: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 the proposed
 participation of LBG (or any member of the Group) in, and withdrawal from,
 the Scheme (including: (i) the preparation and negotiation of the
 documentation associated with the Scheme; (ii) the preparation, negotiation,
 execution and carrying into effect of the documentation associated with
 LBG’s, and any member of the Group’s, withdrawal from the Scheme; (iii) due
 diligence and valuation associated with LBG’s, and any member of the Group’s,
 proposed participation in, and withdrawal from, the Scheme; and (iv) the
 establishment of the Asset Protection Agency and any winding-down of
 functions of the Asset Protection Agency resulting from the withdrawal of LBG
 and each member of the Group from the Scheme); 

 
	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 discussions and
 negotiations with the European Commission in relation to the State Aid
 Approval; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (C)

 	
 the exercise by
 the Treasury of its rights and powers under, and the performance of the
 Treasury’s duties and obligations in connection with the matters contemplated
 by, this Deed and the Deed of Withdrawal (including with respect to: (i) the
 preparation, negotiation, execution and carrying into effect of this Deed and
 the Deed of Withdrawal; (ii) the Treasury’s compliance with the State Aid Approval;
 and (iii) monitoring and ensuring LBG’s compliance with the State Aid
 Commitments and any other duties or obligations of LBG’s in connection with
 the State Aid Approval as set out in the Deed of Withdrawal), 

 
	
  

 	
  

 	
  

 
	
  

 	
 regardless of
 whether or not such costs and expenses are incurred before or after the date
 of this Deed (the “Support
 Measure Costs”). Support Measure Costs shall, in any event,
 exclude any cost or expense relating to Tax which is borne by LBG (or any
 member of the Group) under clause 4 (or which would have been borne by LBG
 (or any member of the Group) under clause 4 but for any exception
 specifically provided for in clause 4). 

 
	
  

 	
  

 	
  

 
	
 2.3

 	
 LBG shall pay (or
 shall procure that the members of the Group shall pay) to the Treasury
 £26,000,000 (twenty-six million pounds), being the Treasury’s current
 estimate of the Support Measure Costs, within five Business Days of the date
 of this Deed. 

 
	
  

 	
  

 
	
 2.4

 	
 The Treasury may
 deliver an invoice to LBG in respect of Support Measure Costs (other than any
 Support Measure Costs which shall be reimbursed pursuant to clause 2.3) at
 any time following the date of this Deed, but shall not deliver more than one
 invoice for Support Measure Costs to LBG in anyone calendar month. 

 









6


	
  

 	
  

 	
  

 
	
 2.5

 	
 LBG shall pay, or shall procure
 the payment of, all invoices delivered to it in respect of Support Measure
 Costs pursuant to clause 2.4 within 30 days of the date on which such invoice
 is delivered. 

 
	
  

 	
  

 	
  

 
	
 2.6

 	
 The Treasury shall provide with
 any invoice delivered pursuant to clause 2.4 a breakdown of the costs and
 expenses covered by such invoice, provided that such breakdown need not
 contain any more information than the Treasury intends at that time to
 disclose to the public in respect of such costs and expenses. 

 
	
  

 	
  

 	
  

 
	
 2.7

 	
 LBG’s obligations to reimburse
 costs and expenses pursuant to clauses 2.2 to 2.6 (inclusive) shall be
 limited to such amount as is equal to 0.25% of the aggregate value of all of
 the ordinary shares (excluding treasury shares) of LBG as at market close on
 the date of this Deed. 

 
	
  

 	
  

 	
  

 
	
 2.8

 	
 For the purposes of this clause
 2, “costs and expenses” shall
 include: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 the costs and expenses incurred
 by a person: (i) in respect
 of the employment of its employees (including the gross emoluments and all
 “Pay As You Earn” and employer national insurance contributions paid in
 respect of those employees, and the out-of-pocket expenses of those employees
 incurred in the course of their employment); and (ii) in relation to any other
 person seconded to it; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 administration and other general
 overhead costs; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (C)

 	
 all legal, accounting, investment
 banking and other third party advisory fees and expenses Incurred by that
 person. 

 
	
  

 	
  

 	
  

 
	
 3.

 	
 PAYMENTS 

 
	
  

 	
  

 	
  

 
	
 3.1

 	
 Any payment due to the Treasury
 under this Deed shall be made in pounds sterling to such account as may be
 notified to LBG in writing by the Treasury from time to time. 

 
	
  

 	
  

 	
  

 
	
 3.2

 	
 All payments required to be made
 by LBG (or any member of the Group) under this Deed shall be made in full.
 They will be free and clear of any right of set-off and from any restriction,
 condition or deduction because of any counterclaim. 

 
	
  

 	
  

 	
  

 
	
 4.

 	
 TAX
 MATTERS 

 
	
  

 	
  

 	
  

 
	
 4.1

 	
 All payments by LBG (or any
 member of the Group) pursuant to this Deed shall be paid without any
 deduction or withholding, unless required by law. If any Tax is required by
 law to be deducted or withheld from or in connection with any such payment,
 the amount payable shall be increased so as to ensure that the amount
 received by the Treasury after such deduction or withholding (including any
 additional deduction or withholding required as a result of such increase) is
 equal to the amount which the Treasury would have received if no such
 deduction or withholding had been required. 

 









7


	
  

 	
  

 	
  

 
	
 4.2

 	
 If the Treasury is
 subject to Tax in respect of any sum payable pursuant to this Deed, or if any
 such sum is taken into account in computing the profits, income or gains of
 the Treasury for Tax purposes, the sum payable shall be increased so as to
 ensure that the amount retained by the Treasury after the payment of such Tax
 (including any additional Tax payable as a result of such increase) is equal
 to the amount which the Treasury would have retained in the absence of such
 Tax. 

 
	
  

 	
  

 	
  

 
	
 4.3

 	
 Each sum payable
 by LBG (or any member of the Group) pursuant to this Deed is expressed
 exclusive of any amount in respect of VAT which is chargeable on any supply
 or supplies for which such sum (or any part thereof) is the whole or part of
 the consideration for VAT purposes. If the Treasury makes (or is deemed to
 make) any supply for VAT purposes in consideration for such sum (or any part
 thereof) and VAT is or becomes chargeable in respect of such supply, LBG
 shall pay (or shall procure that a member of the Group pays) to the Treasury
 (within 14 days of the receipt of a valid VAT invoice) an additional sum
 equal to the amount of such VAT. 

 
	
  

 	
  

 	
  

 
	
 4.4

 	
 If LBG (or any
member of the Group) is obliged to pay any sum under or in connection with
this Deed by way of indemnity, reimbursement, damages or compensation for or
in respect of any liability, damage, cost, demand, charge or expense (the
“Relevant Cost”), the calculation of such sum shall include an amount
determined as follows:  

 
	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 if the Relevant
 Cost is, for VAT purposes, the consideration for a supply of goods or
 services made to the Treasury (including where such supply is made to the
 Treasury as agent for LBG (or a member of the Group) within the terms of
 section 47 of the Value Added Tax Act 1994), such additional amount shall be
 equal to any input VAT which was incurred by the Treasury in respect of that
 supply and which it is not able to recover from the relevant Tax authority;
 and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 if the Relevant
 Cost is, for VAT purposes, a disbursement incurred by the Treasury as agent
 on behalf of LBG (or a member of the Group) and the relevant supply is made
 to LBG (or a member of the Group) for VAT purposes, such additional amount
 shall be equal to any amount in respect of VAT which was paid in respect of
 the Relevant Cost by the Treasury, and the Treasury shall use reasonable
 endeavours to procure that the relevant third party issues a valid VAT
 invoice in respect of the Relevant Cost to LBG (or the relevant member of the
 Group). 

 
	
  

 	
  

 	
  

 
	
 4.5

 	
 LBG shall pay and
 bear, and shall indemnify the Treasury on demand against, any Stamp Duty
 which is payable or paid in connection with the execution, delivery,
 performance or enforcement of this Deed. 

 
	
  

 	
  

 	
  

 
	
 4.6

 	
 The Treasury shall
 co-operate in completing any treaty forms or other procedural formalities
 reasonably requested by LBG for the purpose of enabling LBG (or the relevant
 member of the Group) to make any payment pursuant to this Deed without any
 deduction or withholding in respect of Tax. 

 
	
  

 	
  

 	
  

 
	
 4.7

 	
 For the purposes
 of this clause 4: 

 









8


	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 “Stamp
 Duty”
 means any stamp, documentary, registration or capital duty (including stamp
 duty, stamp duty reserve tax and any other similar duty or similar tax) and
 any fine, penalty, charge, cost or interest relating thereto; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 “VAT” means (i) any Tax imposed in
 conformity with the council directive of 28 November 2006 on the common
 system of value added tax (EC Directive 2006/112) (including, in relation to
 the United Kingdom, any value added tax imposed by the Value Added Tax Act
 1994 and/or any legislation or regulations supplemental thereto); and (ii)
 any other Tax of a similar nature (whether imposed in a member state of the
 European Union in substitution for or in addition to the Tax mentioned above
 or imposed elsewhere). 

 
	
  

 	
  

 	
  

 
	
 5.

 	
 ANNOUNCEMENTS
 AND PUBLICITY 

 
	
  

 	
  

 	
  

 
	
 5.1

 	
 Subject to this
 clause 5, LBG shall ensure that no member of the Group nor any of their
 respective Representatives, shall make, publish, issue or release any
 announcement or public statement in relation to, or which refers to this Deed
 (or any ancillary matter) (each, a “Restricted
 Statement”). 

 
	
  

 	
  

 	
  

 
	
 5.2

 	
 Notwithstanding
 clause 5.1, each member of the Group may (and each such member’s
 Representatives may on its behalf) make, publish, issue or release a
 Restricted Statement provided that such Restricted Statement is made,
 published, issued or released only after giving as much prior notification as
 is reasonably practicable to, and consulting in good faith to the fullest
 extent reasonably practicable with, the Treasury with a view to giving the
 Treasury as much time as is reasonably practicable, in all the circumstances,
 to review and comment on such Restricted Statement. 

 
	
  

 	
  

 	
  

 
	
 5.3

 	
 If, in respect of
 any Restricted Statement, any member of the Group (or any of its
 Representatives) proposes not to adopt, or does not adopt, any amendment
 proposed by the Treasury pursuant to clause 5.2, LBG shall procure that such
 member of the Group or Representative shall (to the extent reasonably
 practicable, prior to the making, publication, issuance or release of the
 relevant Restricted Statement or, if not reasonably practicable, promptly
 thereafter) provide to the Treasury reasons explaining why such amendments
 are not proposed to be, or were not, adopted. 

 
	
  

 	
  

 	
  

 
	
 5.4

 	
 If any member of
 the Group (or any of its Representatives) proposes to make, publish, issue or
 release a Restricted Statement and either: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 notification to,
 and consultation with, the Treasury prior to the making, publication,
 issuance or release of such Restricted Statement is not permissible under:
 (i) applicable law; or (ii) the rules of the Bank of England or of any
 securities exchange, clearing system or Authority (including the FSA) to
 which it is subject or submits; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 the Restricted
 Statement must be made urgently such that prior notification to or
 consultation with the Treasury is not reasonably practicable, 

 









9


	
  

 	
  

 	
  

 
	
  

 	
 then LBG shall ensure that the
 relevant member of the Group or Representative shall, as soon as permissible
 and reasonably practicable, provide a copy of such Restricted Statement to
 the Treasury, together with a notification providing reasonable details of
 the circumstances giving rise to the Restricted Statement. 

 
	
  

 	
  

 	
  

 
	
 5.5

 	
 Notwithstanding clause 5.1, the
 Representatives of each member of the Group may make on behalf of such member
 Restricted Statements which are unscripted oral public statements, provided
 that LBG shall use all reasonable endeavours to ensure that processes are in
 place with a view to ensuring that any such unscripted oral public statements
 are consistent with any other Restricted Statements made in accordance with
 this clause 5 by or on behalf of any member of the Group. 

 
	
  

 	
  

 	
  

 
	
 6.

 	
 WARRANTIES 

 
	
  

 	
  

 	
  

 
	
  

 	
 LBG represents and warrants to
 the Treasury on the date of this Deed that: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 it is duly organised and validly
 existing under the laws of its jurisdiction of organisation; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 it has the corporate power and
 the authority to execute and deliver this Deed and to perform its obligations
 under this Deed, and no additional act or proceeding, corporate or otherwise,
 on its part is necessary to authorise the execution and delivery of this Deed
 or the performance of any of its obligations under this Deed; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (C)

 	
 subject to any principles of law
 affecting the rights of creditors generally and the provisions of section
 117 of the Stamp Act 1891, the obligations expressed to be assumed by LBG
 under this Deed are legal, valid, binding and enforceable obligations; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (D)

 	
 the only applicable “percentage
 ratio” (as that term is used in Chapters 10 and 11 of the listing rules made
 by the Financial Services Authority pursuant to Part VI of the Financial
 Services and Markets Act 2000) which is relevant to the matters contained in
 the Deed, is the “consideration test” (as that term is used in Chapters 10
 and 11 of the listing rules made by the Financial Services Authority pursuant
 to Part VI of the Financial Services and Markets Act 2000); and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (E)

 	
 it has duly executed and
 delivered this Deed. 

 
	
  

 	
  

 	
  

 
	
 7.

 	
 NOTICES 

 
	
  

 	
  

 	
  

 
	
 7.1

 	
 Except as otherwise provided in
 this Deed, a notice under this Deed shall only be effective if it is in
 writing. Facsimile transmissions are permitted but email is not. Notices
 under this Deed shall be sent to a party to this Deed at its address or
 number and for the attention of the individual set out below: 

 









10


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Party and title
 of

 individual

 	
  

 	
 Address

 	
  

 	
 Facsimile no.

 
	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 LBG

 	
  

 	
 Henry Duncan House

 	
  

 	
  

 
	
  

 	
  

 	
 120 George St

 	
  

 	
  

 
	
  

 	
  

 	
 Edinburgh

 	
  

 	
  

 
	
  

 	
  

 	
 Scotland EH2 4LH

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Attention: Company Secretary

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Treasury

 	
  

 	
 1 Horse Guards Road

 	
  

 	
 0207 270 4844

 
	
  

 	
  

 	
 London SW1A 2HQ

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Attention: Nikhil Rathi (team
 leader, financial stability)

 	
  

 	
  

 






	
  

 	
  

 
	
  

 	
 provided that a party may change
 its notice details on giving notice to the other party of the change in
 accordance with this clause 7. That notice shall only be effective on the day
 falling five clear Business Days after the notification has been received or
 such later date as may be specified in the notice. 

 
	
  

 	
  

 
	
 7.2

 	
 Any notice given under this Deed
 shall, in the absence of earlier receipt, be deemed to have been duly given
 as follows: (i) if delivered personally, on delivery; (ii) if sent by first
 class post, two clear Business Days after the date of posting; and (iii) if
 sent by facsimile, when despatched. 

 
	
  

 	
  

 
	
 7.3

 	
 Any notice given under this Deed
 outside Working Hours (being 9.30am to 5.30pm on a Business Day) in the place
 to which it is addressed shall be deemed not to have been given until the
 start of the next period of Working Hours in such place. 

 
	
  

 	
  

 
	
 7.4

 	
 The provisions of this clause 7
 shall not apply in relation to the service of any claim form, application
 notice, order, judgment or other document relating to any Proceedings (as
 defined in clause 9.2). 

 
	
  

 	
  

 
	
 8.

 	
 MISCELLANEOUS
 

 
	
  

 	
  

 
	
 8.1

 	
 No delay or omission by the Treasury
 or LBG (as the case may be) in exercising any right, power or remedy provided
 by law or under or pursuant to the Deed shall: (i) affect that right, power
 or remedy; or (ii) operate as a waiver of it. 

 
	
  

 	
  

 
	
 8.2

 	
 The single or partial exercise by
 the Treasury of any right, power or remedy provided by law or under or
 pursuant to this Deed shall not, unless otherwise expressly stated, preclude
 any other or further exercise of it or the exercise of any other right, power
 or remedy; and any right of the Treasury is cumulative and not exclusive of
 any other right (whether provided by law or otherwise). 

 
	
  

 	
  

 
	
 8.3

 	
 LBG acknowledges and agrees that:
 (i) breaches by it of this Deed may result in injury to the public and/or
 third parties rather than injury specific to the Treasury; and/or (ii) 

 









11


	
  

 	
  

 
	
  

 	
 damages may not be
 an adequate remedy for any breach of any of this Deed, and further
 acknowledges and agrees that, without prejudice to any other rights or
 remedies which the Treasury may have, whether pursuant to a provision of this
 Deed or otherwise equitable relief (including specific performance and
 injunction) for any such breach (or potential breach) will normally be
 appropriate. LBG agrees not to raise any objection to any application by the
 Treasury for any such remedies. 

 
	
  

 	
  

 
	
 8.4

 	
 LBG shall, at its
 own cost, from time to time on request, do or procure the doing of all acts
 and/or execute or procure the execution of all documents in a form
 satisfactory to the Treasury for giving full effect to this Deed and securing
 the full benefit of the rights, powers and remedies conferred upon the
 Treasury in this Deed. 

 
	
  

 	
  

 
	
 8.5

 	
 If any provision
 of this Deed shall be held to be illegal, invalid or unenforceable, in whole
 or in part, under any enactment or rule of law, such provision or part shall
 to that extent be deemed not to form part of this Deed but the legality,
 validity and enforceability of the remainder of this Deed shall not be
 affected. 

 
	
  

 	
  

 
	
 8.6

 	
 The parties to
 this Deed do not intend that any term of this Deed should be enforceable, by
 virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who
 is not a party to this Deed. 

 
	
  

 	
  

 
	
 8.7

 	
 This Deed may be
 executed in any number of counterparts, and by the parties on separate
 counterparts, but shall not be effective until each party has executed at
 least one counterpart. Each counterpart shall constitute an original of this
 Deed, but all the counterparts together shall constitute one and the same
 instrument. 

 
	
  

 	
  

 
	
 8.8

 	
 Any term of this
 Deed may be amended, and the observance of any term of this Deed may be
 waived (either generally or in a particular instance and either retroactively
 or prospectively), only with the written consent of the Treasury. 

 
	
  

 	
  

 
	
 9.

 	
 GOVERNING
 LAW; JURISDICTION 

 
	
  

 	
  

 
	
 9.1

 	
 This Deed shall be
 governed by and construed in accordance with the laws of England. 

 
	
  

 	
  

 
	
 9.2

 	
 The courts of
England are to have exclusive jurisdiction to settle any Proceedings arising
out of or in connection with this Deed. Each party waives (and agrees not to
raise) any objection, on the ground of forum non conveniens or on any other
ground, to the taking of Proceedings by another party in the courts of
England. Each party to this Deed also agrees that a judgment against it in
Proceedings brought in England shall be conclusive and binding upon it and
may be enforced in any other jurisdiction. Each party irrevocably submits and
agrees to submit to the jurisdiction of the English courts. For the purpose
of this clause 9.2, “Proceedings” means any proceeding, suit or action arising
out of or in connection with this Deed, whether contractual or
non-contractual.  

 









IN WITNESS WHEREOF this document has been executed and
delivered as a deed the day and year first before written. 


	
  

 	
  

 	
  

 	
  

 
	
 Executed as a deed
 by two of

 	
 )

 	
  

 	
  

 
	
 THE
 LORDS COMMISSIONERS OF HER

 	
 )

 	
  

 	
  

 
	
 MAJESTY’S
 TREASURY

 	
 )
)
)

 	
 By:

 	
 

 
	
  

 	
 )

 	
  

 	

 


 
	
  

 	
 )

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
 

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
 Executed as a deed
 by

 	
 )

 	
  

 	
  

 
	
 LLOYDS
 BANKING GROUP PLC

 	
 )

 	
  

 	
  

 
	
 acting by a
 director and its secretary/two

 	
 )

 	
 By:

 	
  

 
	
 directors:

 	
 )

 	
  

 	

 


 
	
  

 	
 )

 	
  

 	
  

 
	
  

 	
 )

 	
  

 	
 Director

 
	
  

 	
 )

 	
  

 	
  

 
	
  

 	
 )

 	
  

 	
  

 
	
  

 	
 )

 	
 By:

 	
  

 
	
  

 	
 )

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Director/Secretary

 
	
  

 	
  

 	
  

 	
  

 
	
 CA093060014

 	
  

 	
  

 	
  

 









IN WITNESS WHEREOF this document has been executed and
delivered as a deed the day and year first before written. 


	
  

 	
  

 	
  

 	
  

 
	
 Executed as a deed
 by two of

 	
 )

 	
  

 	
  

 
	
 THE
 LORDS COMMISSIONERS OF HER

 	
 )

 	
  

 	
  

 
	
 MAJESTY’S
 TREASURY

 	
 )

 	
 By:

 	
  

 
	
  

 	
 )

 	
  

 	

 


 
	
  

 	
 )

 	
  

 	
  

 
	
  

 	
 )

 	
  

 	
  

 
	
  

 	
 )

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
 Executed as a deed
 by

 	
 )

 	
  

 	
  

 
	
 LLOYDS
 BANKING GROUP PLC

 	
 )

 	
  

 	
  

 
	
 acting by a
 director and its secretary/two
directors:

 	
 )
)

 	
 By:

 	
 

 
	
  

 	
 )

 	
  

 	

 


 
	
  

 	
 )

 	
  

 	
  

 
	
  

 	
 )

 	
  

 	
 Director

 
	
  

 	
 )

 	
  

 	
  

 
	
  

 	
 )

 	
  

 	
  

 
	
  

 	
 )

 	
 By:

 	
 

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Director/Secretary

 
	
  

 	
  

 	
  

 	
  

 
	
 CA093060014