Director Shareholding

Centrica PLC
22 October 2003


Purchase of ordinary shares of 5 5/9 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 the 22 October 2003 that:


The following Directors of the Company acquired Shares under the SIP on 20
October 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         86                    111,021
Mark Clare           86                    472,595
Sir Roy Gardner      86                    2,360,055


        * The 'Number of Shares Acquired' includes 66 Partnership shares
        acquired at 189 pence and 20 matching shares acquired at 188.6666 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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