Director Shareholding

Lloyds TSB Group PLC
23 May 2002


                                                            Lloyds TSB Group plc

                                                            71 Lombard Street,

                                                            London EC3P 3BS
The London Stock Exchange
RNS
Old Broad Street
London EC2N 1HP
                                                                 23rd May, 2002

Dear Sirs,

Lloyds TSB Group plc ordinary shares of 25p each

Notification of interests of directors

Lloyds TSB Quest Limited, as trustee of the Lloyds TSB qualifying employee share
ownership trust, today transferred 23,985 shares at prices ranging from 178p to
768p per share to individuals who had exercised share options granted under the
group's employee share schemes.

In addition, Hill Samuel Offshore Trust Company Limited, as trustee of the
Lloyds TSB Group employee share ownership trust, today transferred 919 shares to
certain of these individuals to compensate them for the special dividend of
68.3p per share which was paid to former TSB Group plc shareholders in 1996,
following the merger with Lloyds Bank Plc, but which was not paid to
optionholders.

The following directors, together with some 73,000 other employees, are
potential beneficiaries of the trusts and are therefore to be treated as
interested in the remaining 2,352,123 and 1,816,613 shares, respectively, held
by these trusts.

Mr. M.K. Atkinson

Mr. J.E. Daniels

Mr. P.B. Ellwood

Mr. M.E. Fairey

Mr. A.G. Kane

Mr. A.E. Moore

Mr. D.P. Pritchard

Mr. M.D. Ross

Mr. M.A. van den Bergh



This notification is made to comply with paragraph 16.13 of the listing rules.



Yours faithfully,







A.J. Michie

Secretary



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