Directors' Notification of Dealing in Shares

Lloyds TSB Group PLC
23 May 2000

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    LLOYDS TSB GROUP plc

2)  NAME OF DIRECTOR

    PETER BRIAN ELLWOOD

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

    SEE BELOW

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 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 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 BELOW

7)  Number of shares/amount of
    stock acquired

    SEE BELOW

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

12) Price per share

    SEE BELOW

13) Date of transaction

    SEE BELOW

14) Date company informed

    SEE BELOW

15) Total holding following this notification

    SEE 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

    -

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

    570,850

23) Any additional information

    -

24) Name of contact and telephone number for queries

    A.J. MICHIE, SECRETARY   020 7356 1043

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

    Date of Notification..... 23 MAY 2000 .............................


APPENDIX

LLOYDS TSB GROUP plc
MR.P.B.ELLWOOD
                               SCHEDULE 11
    NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

SECTION 4

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

Mr. Ellwood:                                  36,883
Mrs. Ellwood:                                134,924
Lloyds TSB Share Schemes Trustees 
 Limited (LTSBSSTL):                           3,267
Lloyds Bank (PEP Nominees) 
 Limited (LB(PN)Q:
-Mr. Ellwood (Single company):                   544
-Mrs. Ellwood (Single company):                  544

                                      Non-beneficial
Peter B. Ellwood, Judith A. Ellwood and
Trevor George (trustees of the Peter
and Judy Ellwood grandchildren's settlement):  7,000


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

1,547 shares held for Mr. Ellwood by LTSBSSTL were transferred to him on 30th
April, 2000. This was not a notifiable event under the Companies Act, as there
was no change in the director's interest.

17 shares were purchased by LB(PN)L on 1lth May, 2000 at 624p per share for Mr.
Ellwood's single company PEP and 17 shares were similarly purchased for Mrs.
Ellwood's single company PEP.

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:

     Mr. Ellwood:                             38,430
     Mrs. Ellwood:                           134,924
     LTSBSSTL:                                 1,720
     LB(PN)L:
     - Mr. Ellwood (Single company):             561
     - Mrs. Ellwood (Single company):            561

                                          Non-beneficial
     Peter B. Ellwood, Judith A. Ellwood and
     Trevor George (trustees of the Peter
     and Judy Ellwood grandchildren's 
     settlement):                             7, 000




                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    LLOYDS TSB GROUP plc

2)  NAME OF DIRECTOR

    ARCHIBALD GERARD KANE

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

    SEE BELOW

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 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 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 BELOW

7)  Number of shares/amount of
    stock acquired

    SEE BELOW

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 BELOW

13) Date of transaction

    SEE BELOW 

14) Date company informed

    SEE BELOW

15) Total holding following this notification

    SEE 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

    -

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

    319,067

23) Any additional information

    -

24) Name of contact and telephone number for queries

    A.J. MICHIE, SECRETARY  020 7356 1043

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

    Date of Notification....... 23rd MAY 2000 ...........................

 
APPENDIX

LLOYDS TSB GROUP plc 
MR. A.G. KANE

                               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. A.G. Kane:                                 68,810
    Miss D.M. Muirhead (Mrs. Kane):                   613
    Lloyds TSB Share Schemes Trustees 
      Limited (LTSBSSTL):                           3,267
    Lloyds TSB Registrars (ISA) Nominees 
      Limited (LTSBR(I)NL):
      - Mr. Kane:                                     768


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

1,547 shares held for Mr. Kane by LTSBSSTL were transferred to him on 30th 
April, 2000. This was not a notifiable event under the Companies Act, as   there
was no change in the director's interest.

During April, 2000, Mr. Kane exercised a savings-related share option on   3,682
shares at 178p per share.

At the same time, he received 402 shares on the exercise of the option, as 
compensation for the special dividend which was paid to former TSB Group plc  
shareholders following the merger with Lloyds Bank Plc, but which was not   
paid to optionholders.

Mr. Kane notified the company as soon as he received notice of all the  
details.

24 shares were purchased by LTSBR(I)NL on 3rd May, 2000 at 643.5p per share  for
Mr. Kane's single company maxi ISA.

Lloyds TSB Registrars (ISA) Nominees Limited (LTSBR(ISA)NL) notify investors  by
post of details relating to ISAs. The director was, therefore, not aware   of
the holding until some time after the transaction. The director notified    the
company today as soon as he received the information from LTSBR(ISA)NL.

SECTION 15

Total holding following this notification:

    Mr. A.G. Kane:                                  74,441
    Miss D.M. Muirhead (Mrs. Kane):                    613
    LTSBSSTL:                                        1,720
    LTSBR(I)NL:
    - Mr. Kane:                                        792



                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    LLOYDS TSB GROUP plc

2)  NAME OF DIRECTOR

    MICHAEL KENT ATKINSON

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

    SEE BELOW

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 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 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 BELOW

7)  Number of shares/amount of
    stock acquired

    SEE BELOW

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 BELOW

13) Date of transaction

    SEE BELOW

14) Date company informed

    SEE BELOW

15) Total holding following this notification

    SEE 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

    -

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

    410,935

23) Any additional information



24) Name of contact and telephone number for queries

    A.J. MITCHIE, SECRETARY       020 7356 1043

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

    Date of Notification....... 23rd MAY 2000 ...........................

APPENDIX

LLOYDS TSB GROUP plc 
MR. M.K. ATKINSON

                                   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. Atkinson:                              2,465
     Lloyds TSB Share Schemes 
      Trustees Limited (LTSBSSTL):              3,267
     Perry Nominees Limited (PNL):             17,130
     Lloyds Bank (PEP Nominees) 
      Limited (LB(PN)L):
     - Mr. Atkinson (Single company)            3,200
     - Mrs. Atkinson (Single company)           1,342
     - Mrs. Atkinson (General)                  1,238
     Boltro Nominees Limited (BNL):
     - Mr. Atkinson (Sharelect ISA):              955

SECTIONS 3, 5, 6, 7, 12, 13 AND 15

1,547 shares held for Mr. Atkinson by LTSBSSTL were transferred to him on 30th
April, 2000. 1,151 shares were transferred from Mr. Atkinson to Boltro  Nominees
Limited regarding his sharelect ISA on 18th May, 2000. These were not notifiable
events under the Companies Act, as there was no change in the director's
interest.

88 shares were purchased by LB(PN)L on 11th May, 2000 at 624p per share for 
Mr. Atkinson's single company PEP and 37 shares were similarly purchased for
Mrs. Atkinson's single company PEP.

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:

     Mr. Atkinson:                               2,861
     LTSBSSTL:                                   1,720
     PNL:                                       17,130
     LB(PN)L:
     - Mr. Atkinson (Single company)             3,288
     - Mrs. Atkinson (Single company)            1,379
     - Mrs. Atkinson (General)                   1,238
     Boltro Nominees Limited (BNL):
     - Mr. Atkinson (Sharelect ISA):             2,106