Directors' Dealings

LLOYDS TSB GROUP PLC



                            DEALINGS BY DIRECTORS

1)   NAME OF COMPANY

     LLOYDS TSB GROUP PLC

2)   NAME OF DIRECTOR

     MICHAEL EDWARD FAIREY

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

     HOLDING OF DIRECTOR

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 BELOW

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 BELOW

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 BELOW

7)   Number of shares/amount of
     stock acquired

     SEE APPENDIX BELOW

8)   ( N/A %)
    of issued Class

     MINIMAL

9)   Number of shares/amount
     of stock disposed

     SEE APPENDIX BELOW

10)  ( N/A %)
    of issued Class

     MINIMAL
11)  Class of security

     ORDINARY SHARES OF 25P EACH

12)  Price per share

     SEE APPENDIX BELOW

13)  Date of transaction

     SEE APPENDIX BELOW

14)  Date company informed

     13.9.99

15)  Total holding following this notification

     SEE APPENDIX BELOW

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

     N/A

18)  Period during which or date on which exercisable

     N/A

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

     N/A

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

     N/A

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

     N/A

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

     330,173

23)  Any additional information

     N/A

24)  Name of contact and telephone number for queries
     
     A.J. MICHIE, SECRETARY
     0171 356 1043

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

     Date of Notification..13 SEPTEMBER 1999.............


APPENDIX
--------

LLOYDS TSB GROUP PLC
MR. M.E. FAIREY


                              SCHEDULE 11
        NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


SECTION 4
---------

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

Mr. Fairey:                                                67,601
Lloyds Bank Profit Sharing Trustees Limited (LBPSTL):       3,267

SECTIONS 5, 6, 7, 9, 12 AND 13
------------------------------

824 shares were transferred from Mr. Fairey to his Lloyds TSB single company
maxi ISA on 12th August, 1999.  This was not a notifiable event under the
Companies Act, as there was no transfer of ownership.

On 9th September, 1999, Mr. Fairey exercised a savings-related share option on
4,071 shares at 161p per share.

On the same day, he was allocated a further 320 shares as compensation on the
exercise of the option, relating to payment of the speical dividend to TSB Group
plc shareholders following the merger with Lloyds Bank Plc.

Mr. Fairey sold 4,391 shares on 13th September, 1999 at 794p per share.

SECTION 15
----------

Total holding following this notification:

Mr. Fairey:                                                 66,777
LBPSTL:                                                      3,267
Lloyds TSB Registrars (ISA) Nominees Limited:
- Mr. Fairey (Single company maxi ISA):                        824