AGM Statement

Lloyds TSB Group PLC
25 May 2004


                           Secretary's Department

                           25 Gresham Street          Direct line: 020 7356 2108

                           London                     Network: 7-400 2108

                           EC2V 7HN                   Switchboard: 020 7626 1500
                          
                                                      Facsimile: 020 7356 1038
                           25 May, 2004



LLOYDS TSB GROUP PLC

ANNUAL GENERAL MEETING HELD ON 21ST MAY 2004

To comply with the provisions of paragraph 9.32 of the listing rules, we enclose
a copy of the relevant resolutions passed at the annual general meeting of the
company.



                          Secretary's Department

                          25 Gresham Street           Direct line: 020-7356 2108

                          London                      Network: 7-400 2014

                          EC2V 7HN                    Switchboard: 020-7626 1500
                         
                          TNT 89                      Facsimile: 020-7356 1038

                                                      Network Fax: [phone]
                          25th May, 2004

UK Listing Authority

Financial Services Authority

25 The North Colonnade

Canary wharf

London E14 5HS

FAO: The Document Disclosure Team



Dear Sirs,

LLOYDS TSB GROUP PLC

ANNUAL GENERAL MEETING HELD ON 21ST MAY 2004

To comply with paragraphs 9.31 and 9.32 of the listing rules, I attach two
copies of a notification, which we will release later today, regarding
resolutions passed at our 2004 annual general meeting.

We should be grateful if you would kindly acknowledge receipt.

Yours faithfully,




M. R. Hatcher

Deputy Secretary




COMPANY NUMBER: 95000

                              LLOYDS TSB GROUP plc



At the annual general meeting of the members of the company held at the Radisson
SAS hotel, 301 Argyle Street, Glasgow, G2 8DL on 21st May, 2004, the following
resolutions were passed.



                             ORDINARY RESOLUTION 2



That the directors' remuneration report contained in the report and accounts for
the year ended 31st December, 2003 be approved.



                             SPECIAL RESOLUTION 10


That, subject to the passing of resolutions 7 and 8 in the notice of this
meeting, the articles contained in the document produced to the meeting and
signed by the chairman for the purposes of identification be approved and
adopted as the new articles of association of the company in substitution for,
and to the exclusion of, the existing articles of association.



                             ORDINARY RESOLUTION 11

That:


        (a) the rules of the Lloyds TSB performance share plan (the "plan"),
        contained in the document produced to the meeting and signed by the
        chairman for the purposes of identification, be approved, and the
        directors be authorised to cause the rules to be adopted in, or
        substantially in, the form of the draft and to do all acts and things
        necessary or expedient to carry the plan into effect.

        (b) the amendments to the Lloyds TSB Group No 2 executive share option
        scheme 1997 contained in the document produced to the meeting and signed
        by the chairman for the purposes of identification, be approved and the
        directors be authorised to adopt the amendments from 1 January 2005.


                                                                     A.J. Michie

                                                               Company Secretary

                                                                  24th May, 2004



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