Director Shareholding

Centrica PLC
20 May 2003





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 May 2003 that:


The following Directors of the Company acquired Shares under the SIP on 19 April
2003 from the Shares acquired by the Trustee on that date:
Director                                Number                           Aggregate shares held
                                        of Shares                        Beneficially (across all accounts
                                        acquired*                        following acquisition)
Phil Bentley                            89                               110,578
Mark Clare                              89                               365,108
Sir Roy Gardner                         89                               2,158,590


        *     The 'Number of Shares Acquired' includes 69 Partnership shares
        acquired at 181.25 pence and 20 matching shares acquired at 178.50
        pence. Both Partnership and Matching elements are registered in the name
        of the 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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