Director Shareholding

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

FirstGroup plc has today received notice that on 21 May 2002 the Trustees of
the ESOP acquired a total of 1,123,658 ordinary shares of 5 pence in FirstGroup
plc at an average price of 305.7963 pence per share.

The above total includes the purchase of 381,470 shares at 301.2569 pence per
share announced on 21 May 2002.

The latest purchase represents the final part of the allocation of profits made
by FirstGroup plc to the ESOP in respect of the year ended 31 March 2002. The
ESOP has acquired a total of 1,330,642 shares.

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.

22 May 2002