Director Shareholding

Lloyds TSB Group PLC
29 May 2001


                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    LLOYDS TSB GROUP PLC

2)  NAME OF DIRECTOR

    PROFESSOR EWAN BROWN


3)  Please state whether notification indicates that it is in respect of
    holding of the shareholder named in 2 above or in respect of a
    non-beneficial interest or in the case of an individual holder
    if it is a holding of that person's spouse or children under the
    age of 18 or in respect of an non-beneficial interest

    SEE APPENDIX


4)  Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them. (If notified)

    SEE APPENDIX


5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

    SEE APPENDIX


6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

    SEE APPENDIX


7)  Number of shares/amount of
    stock acquired

    SEE APPENDIX


8)   (MINIMAL%)
    of issued Class



9)  Number of shares/amount
    of stock disposed

N/A  

10)  ( N/A %)
    of issued Class



11) Class of security

    ORDINARY SHARES OF 25P EACH


12) Price per share

    SEE APPENDIX


13) Date of transaction

    SEE APPENDIX


14) Date company informed

    SEE APPENDIX


15) Total holding following this notification

    SEE APPENDIX


16) Total percentage holding of issued class following this notification

    MINIMAL


     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17) Date of grant



18) Period during which or date on which exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number.



21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



22) Total number of shares or debentures over which options held
    following this notification



23) Any additional information



24) Name of contact and telephone number for queries

    A J MICHIE
    020 7356 1043


25) Name and signature of authorised company official responsible for
    making this notification


    Date of Notification   29 MAY 2001

APPENDIX

SECTION 4

Names of registered holders and the number of shares held by each of them before
this notification:

Lloyds Bank (PEP Nominees) Limited (LB(PN)L):

 - Professor Brown (Single company)                         376
 - Mrs Brown (Single company)                               376
 - Professor Brown (Corporate)                              761
 - Mrs Brown (Corporate)                                    765

Lloyds TSB Registrars (ISA) Nominees Limited (LTSBR(I)NL):

 - Professor Brown (Single company maxi ISA)              1,026

SECTIONS 3,5,6,7,12,13 AND 14

9 shares were purchased by LB(PN)L on 10th May, 2001 at 761p per share for each
of Professor and Mrs Brown's single company PEPs.

20 shares were purchased by LB(PN)L on 10th May, 2001 at 761p per share for each
of Professor and Mrs Brown's corporate PEPs.

LB(PN)L notify investors by post of details relating to changes affecting
personal equity plans.  The director was, therefore, not aware of the changes
relating to the holdings until some time after the transactions.  The director
notified the company today as soon as he received the information from the PEP
manager.

SECTION 15

Total holding following this notification:

LB(PN)L:

 - Professor Brown (Single company)                        385
 - Mrs Brown (Single company)                              385
 - Professor Brown (Corporate)                             781
 - Mrs Brown (Corporate)                                   785

LTSBR(I)NL:

 - Professor Brown (Single company maxi ISA)             1,026