Director Shareholding

Lloyds TSB Group PLC
04 May 2004



The London Stock Exchange
RNS
Old Broad Street
London EC2N 1HP

                                                                   4th May, 2004




Dear Sirs,

Lloyds TSB Group plc ordinary shares of 25p each

Notification of interests of directors

Hill Samuel ESOP Trustees Limited, as trustee of the Lloyds TSB Group Shareplan,
transferred 6,865 ordinary shares of 25p each in the capital of Lloyds TSB Group
plc from Lloyds TSB Registrars Corporate Nominee Limited a/c AESOP1 (allocated
shares) to Lloyds TSB Registrars Corporate Nominee Limited a/c AESOP2
(unallocated shares), following the forfeiture of shares, under the rules of
Shareplan, by participants who have left the group.

Additionally, 1,478,439 ordinary shares of 25p each in the capital of Lloyds TSB
Group plc were allocated to participants in Shareplan, to satisfy the award of
"free shares" to staff under Shareplan on 28th April, 2004. Accordingly, 581,553
and 896,886 shares were transferred from Lloyds TSB Registrars Corporate Nominee
Limited a/c AESOP2 and a/c AESOP3 (unallocated shares) respectively to Lloyds
TSB Registrars Corporate Nominee Limited a/c AESOP1 (allocated shares).

Following the above transactions, the share holdings of Lloyds TSB Registrars
Corporate Nominee Limited a/c AESOP2 and a/c AESOP3 (unallocated shares)
respectively have been reduced to nil. The following directors, together with
some 77,000 other employees, are potential participants in Shareplan and were,
therefore, treated as being interested in the above transactions.

                    Mr. P.G. Ayliffe

Mr. J.E. Daniels

Mr. M.E. Fairey

Mr. A.G. Kane

Mr. D.P. Pritchard

Mrs. H.A. Weir

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

Yours faithfully,






        A.J. Michie

        Secretary

        b.c.c.           Ms K.T. McTeague



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