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Undersigned Repres Entat Ive S, Pursuant to Authority Granted By

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Undersigned Repres Entat Ive S, Pursuant to Authority Granted By UNITED STATES DISTRICT COURT DISTRICT OF CONNECTICUT X UNITED STATES O「 AMERICA : CRIMINAL NO. ― V. ― LLOYDS BANKING GROUP PLC′ : Defendant. : DEEERRED PROSECUTION AGREEMENT Defendant Lloyds Banking Group plc ("LBG"), by its undersigned repres entat ive s, pursuant to authority granted by LBG's Board of Directors, and the United States Department of Justice, Criminal Division, Eraud Section and Antitrust Division (together, the "Department"), enter into this Deferred Prosecution Agreement (the "Agreement"), the terms and conditions of which are as follows: Cri.uj,nal Informatioa aad Accerptaace of Regrroasibility 1. LBG acknowledges and agrees that the Department $ri1l file the attached one-count criminal fnformation in the United States District Coult for the District of Connecticut charqing LBG with one-count of wire fraud, in violation of Title 18, United SEates Code, Secti-on 1343. In so doing, IBG: (a) knowj-ngly waives its right to indictnent on this charge, as wel-l as all- rights to a speedy trial pursuant to the Sixth Amendment to the United States Constitution, Title 18, United States Code, Section 3161, and Eederal Rule of Criminal Procedure 48 (b) ; and (b) knowingly waives for purposes of this Agreement and any charges by the Unj.ted States arising out of the conduct described in the attached Statement of Facts any objection with respect to venue and consents to the filing of the Information, as provided under the terms of this Agreenent, in the United Stat.es District Court for the District of Connecticut. 2, LBG admj,ts, accepts, and acknowl-edges that it is responsible under United States law for the acts of the officers, directors, employees, and agents of certain companies that are currently subsidiaries of LBG as charged in the Information, and as set forth in the Statement of Facts attached hereto as Attachment A and incorporated by reference into this Agreement, and that the allegations described in the Information and the facts described in AEtachment A are t.rue and accurate. Should the Department pursue the prosecution that is deferred by this Agreement, LBG stipulates to the admissibility of the Statement of Eacts in any proceeding, including any triaI, guilty plea, or sentencing proceedj-ng, and will not contradict anything in the Statement of Facts at any such proceeding. Tera of the AqEeeoent 3. This AgreemenL is effective for a period beginning the date on which the lnformation is filed and ending two (2) years and seven (7) calendar days from that date (the "Term"). LBG agrees, however, that, in the event the Department determines, in its sole discretion, that LBG has knowingly violated any provision of this Agreement, an extension or extensions of the term of the Agreement may be imposed by the Depa.rtment, in its sofe discretion, for up to a totaL additional time period of one year, without prejudice to the Department's right to proceed as provided in Paragraphs 13-15 below. Any extension of the Agreement extends alL terms of this Agreement for an equivalent period. Relevaat consid€rationa 4. The Department enters into this Agreement based on the individual facts and circumstances presented by this case and by LBG. Among the factors considered were the following: a. After being contacted by regulatory authorities and the Department in connection with investigations into the a]leged manipul-ation of LIBOR, LBG promptly commenced an j-nternal investigation and. upon discovery, disclosed to the Department misconduct described in the Information and the Statement of Eacts. During the course of this cooperation, LBG collected, analyzed, and organized voluminous evidence, data, and information for the Department. LBG also expanded the scope of its internal investigation to include potential misconduct relating to areas that the Department had not been focusing on at the tine. b. LBG has taken remediaf action to guard against improper behavior in connection $ri.th LIBOR submissions, including: adopting a policy that sets out the factors that can and cannot be considered when forrtul"ating LIBoR submissions; providing training to submitters, money-market traders, and derivatives traders on how to appropriately handle improper requests to manipulate LIBOR ratesi requiring approval and regular moni-toring of submissions by supervisors who are to be held accountable for any future maLfeasance; implementing regular monitoring of submissions by its internal control function and compliancei and undertaking regular internal audits and a recent external audit. LBG has also agreed to take additj.onal- remedial actions to guard against improper behavior. c. The misconduct identified in the attached Information and Statement of Eacts took place, with certain exceptions, on the money-market desks in London, and included managers on those desks, Although the misconduct was serious, it was limited in scope relative to certaj-n other LIBoR panel banks and was not pervasive within LBG or its predecessor entities. Moreover, while additional serious misconduct came to l-ight during the investigation - relating, in particular, to fees that LBG owed to the Bank of England (the "BoE") in connection with funding that LBG obtained from the BoE pursuant to a Special- Liquidity Schemel - that conduct is appropriately being addressed by authoritj-es in the United Kingdom (the *U.K."), rather than through a reso.Lution of the Department's criminal investigation in the United States. d. LBG has agreed to continue to cooperate with the Department in any ongoing investigation of the conduct of LBG and its current and former officers, directors, employees and agents relating to manipufation or attempted manipulation of benchmark rates, including, but not Iimited to, manipulation and interbank coordination of benchrnark rate submissions, or additional conduct, as provided in Paragraphs 5 and 6 below, e. LBG has provided valuable information that has expanded and advanced the criminal investigation. f. Significant remedies and sanctions are also being imposed on LBG by other regulators. 1 Prior to the execution of this Aqleenent, LBG has provided ful1 compensation to the BoE fo! the -Loss resufting from this conduct. 5 Future Cooperation and Disclosur€ Requi!€o.enta 5. LBG shall cooperate fully with the Department in any and alL matters relating to the conduct described in this Agreement and Attachment A and other conduct under investigation by the Department at any time during the Term of this Agreement, subject to applicable law and regulations, until the date upon which all investigations and prosecutions arising out of such conduct are concluded, whether or not those investigations and prosecutj.ons are concluded within the term specified in Paragraph 3. At the request of the Department, IBG shall also cooperate fuIly with other domestic or foreign law enforcement and regulatory authorities and agencies in any investigation of LBG o! its affiliates, o! any of their respective present or former officers, directors, employees, agents, and consultants, or any other party, in any and all matters relating to the conduct described in this Agreement and Attachment A and other conduct under investigation by the Department at any time during the Term of th.is Agreement. LBG agrees that its cooperation pursuant to this paragraph shall include, but not be Iinited to, the following: a. LBG shal1 truthfully disclose all factuaL information not protected by a walid claim of attorney-client privilege or work-product doctrj,ne with respect to its activities, those of its affiliates, and those of their respective present and former dlrectors, offj-cers, employees, agents, and consultants, including any evidence or al.Legations and interna] or external investigations, about which LBG has any knowledge or about which the Department may inquire. This obligatlon of truthful disclosure includes, but is not limited to, the obligation of LBG to provide to the Department, upon request, any document, record or other tangibl-e evidence about which the Department may inquire of LBG. b. Upon request of the Department, LBG sha1l designate knowJ-edgeable employees, agents or attorneys to provide to the Department the information and materials described in Paragraph 5(a) above on behalf of LBG. It is further understood that I-BG must at aIl times provide complete, truthful. and accurate information. c. LBG sha1l use its best efforts to make available for interviews o! testimony, as requested by the Department, present or former officers, directors, employees, agents and consultants of LBG or its subsidiaries. This obligation includes, but is noE Iimited to, sworn testimony before a federal grand jury or in federal trials, as well as j.nterviews with domestic or foreign law enforcement and regulatory authorities. cooperation under this Paragraph shall include identification of witnesses who, to the knowledge of LBG, may have material information regarding the matters under investigation. d. With respect to any information, testimony, documents, records or other tangible evi-dence provided to the Department pursuant to this Agreenent, LBG consents to any and all disclosures, subject to applicable law and regulatj-ons, to other governmental authorities, including United States authori-ties and those of a foreign government of such material-s as the Department, in its sole discretion, shall deem appropriate. 6. In addition to the obligations in Paragraph 5, during the Term of the Agreementr should LBG learn of credible evidence or allegations of any manipulation
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