Director Shareholding

Centrica PLC
20 December 2002





Purchase of ordinary shares of 55/9 pence in Centrica plc ('Shares' and the
'Company', respectively) by Directors of the Company under its Share Incentive
Plan ('SIP').

The SIP trustee, Hill Samuel ESOP Trustees Limited (the 'Trustee'), notified the
Company on 20 December 2002 that:

The following Directors of the Company acquired Shares at 166.5 pence under the
SIP on 19 December 2002 from the Shares acquired by the Trustee on that date:

Director                Number               Aggregate shares held
                        of Shares            Beneficially (across all accounts
                        Acquired*            following acquisition)

Mike Alexander          95                   328,194

Phil Bentley            95                   80,095

Mark Clare              95                   354,625

Sir Roy Gardner         95                   771,661




        *     The 'Number of Shares Acquired' includes 20 Matching Shares
        allotted to each Director (see below). Both Partnership and Matching
        elements are registered in the name of Trustee.

The SIP operates as follows

  • Each month the Trustee uses participants' contributions (which may not
    exceed £125 per participant per month) to purchase shares in the market.
    These shares are called 'Partnership Shares'.
  • At the same time the Company allots to participants via the Trustee one '
    Matching Share' for every two partnership shares purchased that month (up to
    a maximum of 20 matching shares per month).
  • Participants may change their monthly savings rate whenever they wish.
    However, Directors and others bound by the Company's Securities Dealing Code
    (the 'Code') may not make such a change during a close period or when
    otherwise prohibited from dealing by the Code.




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