Director Shareholding

Centrica PLC
                  



2 April 2004

Centrica plc

Annual Long Term Incentive Scheme Allocations

Centrica announces that on 1 April 2004, conditional allocations of ordinary
shares in Centrica plc were made by the trustee of the Centrica Long Term
Incentive Scheme (LTIS) to a number of employees, including the following
executive directors:

Executive director                 Number of shares
                              in conditional allocation
------------------------------------------------------------
Phillip Bentley                                     161,569
------------------------------------------------------------
Mark Clare                                          162,898
------------------------------------------------------------
Sir Roy Gardner                                     287,566
------------------------------------------------------------
Roger Wood                                          137,965
------------------------------------------------------------


The percentage of the allocation eventually to vest is dependent on the
satisfaction of performance criteria over a three-year performance period
commencing on 1 April 2004. The performance criteria are based on the Company's
total shareholder return (TSR) against that of the companies comprising the FTSE
100 at the start of the performance period (the Comparator Group).*

The base price from which performance will be measured is 190.56p (being the
average of the closing mid-market prices for Centrica plc for the period 1 April
2003 to 31 March 2004).

The conditional allocations shown above represent the maximum potential award
possible if all performance criteria are met at the end of the three-year
performance period. If and to the extent that performance criteria are satisfied
at the conclusion of the performance period, the relevant number of shares will
be transferred to executives at the trustee's discretion.

*The maximum allocation of shares only vests if the Company's TSR over
the performance period is ranked in 25th position or above in the
Comparator Group. No shares vest if the TSR over the performance
period is ranked below 50th position in the Comparator Group. Between
25th and 50th position, shares vest on a sliding scale from 100% to
40%.

Total share interests held under LTIS for each executive director
following this notification are as follows:





Phillip Bentley 798,899

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Mark Clare 998,440

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Sir Roy Gardner 1,653,315

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Roger Wood 907,657

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