Director Shareholding

DEALINGS BY THE TRUSTEES OF THE FIRSTGROUP PLC EMPLOYEE SHARE OWNERSHIP PLAN
('ESOP')

FirstGroup plc has received notice that on 20 May 2002 the Trustees of the ESOP
acquired 381,470 ordinary shares of 5 pence in FirstGroup plc at a price of
301.2569 pence per share.

This represents a part of the allocation of profits made by FirstGroup plc to
the ESOP in respect of the year ended 31 March 2002. The trustees of the ESOP
intend to make further share purchases out of the remainder of such allocation.

Under the ESOP, unappropriated FirstGroup shares are held in trust for the
executive directors and/or employees of FirstGroup or its subsidiaries.
Consequently, the executive directors of FirstGroup plc are regarded as having
a potential interest in these unappropriated shares held by the ESOP.

The unappropriated shares held by the Trustees of the ESOP will be appropriated
to participating employees on an equal basis in the near future.

With the exception of the employee non-executive director, George Law, all
other eligible directors have declined to participate in the forthcoming
appropriation.

21 May 2002