Director Shareholding

Lloyds TSB Group PLC
12 March 2001


                       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 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

    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

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

    N/A

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

    SEE APPENDIX

10)  (MINIMAL %)
    of issued Class


11) Class of security

    ORDINARY SHARES OF 25P

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

    369,560

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      12TH MARCH 2001                           



APPENDIX

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):         3,005
     Perry Nominees Limited (PNL):                                17,527
     Lloyds Bank (PEP Nominees) Limited (LB(PN)L):    
     - Mr. Atkinson  (Single company)                              3,336
     - Mrs. Atkinson (Single company)                              1,400
     - Mrs. Atkinson (General)                                     1,238
     Boltro Nominees Limited (BNL):                    
     - Mr. Atkinson (Sharelect ISA)                                2,106


SECTIONS 6, 7, 9, 12, 13 AND 14

On 7th March 2001, Mr. Atkinson exercised the following senior executive share
options:

     54,080 shares at 129.81p per share
     27,040 shares at 137.94p per share
     16,224 shares at 137.20p per share
      8,112 shares at 197.49p per share

On the same day, Mr. Atkinson sold 11,000 shares at 665p per share.


SECTION 15

Total holding following this notification:

     Mr. Atkinson:                                   96,921
     LTSBSSTL:                                        3,005
     PNL:                                            17,527
     LB(PN)L:
     - Mr. Atkinson (Single company)                  3,336
     - Mrs. Atkinson (Single company)                 1,400
     - Mrs. Atkinson (General)                        1,238
     BNL:                               
     - Mr. Atkinson (Sharelect ISA)                   2,106