Director/PDMR Shareholding

Close Brothers Group PLC
04 October 2006


Close Brothers Group plc

Close Brothers Group plc ("the Company") notify the following changes in the
interests in the ordinary shares ("Shares") of the executive directors and
persons discharging managerial responsibilities ("PDMR's") arising out of the
operation of its Long Term Incentive Plan 2004 ("LTIP").

On 2 October 2006, options to acquire Shares at nil cost ("Awards") were granted
under the LTIP to the following executive directors and PDMR's, as set out
below. The numbers of Shares stated are the maximum available to each director
or PDMR on satisfaction, in full, of the performance targets described below.

Executive director                  Ordinary shares under Awards

M.A. Hines                                     18,812

S.R. Hodges                                    52,673

C.D. Keogh                                     70,231

D.C. Pusinelli                                 47,406

P.L. Winkworth                                 52,673

PDMR's

M. J. Barley                                   25,082

J. S. Sieff                                    31,353

Vesting of these Awards will be conditional on the achievement of two distinct
performance targets. Vesting of two thirds of the Shares under an Award will be
based on the Company's Earnings Per Share ("EPS") growth exceeding a range of
targets above the rate of growth of the Retail Prices Index ("RPI"). Vesting of
the remaining one third of the Shares under an Award will be based on a
condition measuring the Company's total shareholder return ("TSR") performance
relative to a comparator group of 24 other companies from the FTSE 350
Speciality and Other Financial Index and FTSE 350 Banks Index.

The earliest date on which the executive director or PDMR could normally become
entitled to call for the Shares comprised in the Awards is 2 October 2009, which
is the third anniversary of the date on which these Awards were granted.

It is intended that the Shares required to satisfy these Awards on maturity will
be transferred by the trustee of the Close Brothers Group plc Employee Benefit
Trust.

The Company's Remuneration Committee reserves the right to make a payment in
cash or in Shares to participants on the vesting of their Awards equivalent to
the amount of dividends they would have been entitled to receive during the
performance period in respect of those Shares that vest.

The beneficial interests in the ordinary share capital of the company of those
executive directors and PDMR's involved in the LTIP Award's above are:


               Shareholding    Option holding    Deferred share    LTIP awards
               prior to        prior to          awards prior to   prior to
               LTIP Award      LTIP Award        LTIP Award        LTIP Award

Executive directors

M.A. Hines        12,500 (0.01%)  150,814                 0            51,506

S.R. Hodges      411,075 (0.28%)  529,744           218,703           160,158

C.D. Keogh       368,751 (0.25%)  554,730           239,311           199,955

D.C. Pusinelli   250,184 (0.17%)  310,300            93,067           131,138

P.L. Winkworth   602,765 (0.41%)  666,414           142,531           162,993


PDMR's

M.J. Barley        7,257 (0.01%)  124,800            12,330            78,253

J.S. Sieff           500 (0.01%)   36,414                 0            82,013


               Shareholding     Option holding    Deferred share    LTIP awards
               after            after             award after       after
               LTIP Award       LTIP Award        LTIP Award        LTIP Award

Executive directors

M.A. Hines        12,500 (0.01%)  150,814                 0            70,318

S.R. Hodges      411,075 (0.28%)  529,744           218,703           212,831

C.D. Keogh       368,751 (0.25%)  554,730           239,311           270,186

D.C. Pusinelli   250,184 (0.17%)  310,300            93,067           178,544

P.L. Winkworth   602,765 (0.41%)  666,414           142,531           215,666


PDMR's

M.J. Barley        7,257 (0.01%)  124,800            12,330           103,335

J.S. Sieff           500 (0.01%)  36,414                  0           113,366


The company's closing mid-market share price on the date of the grant of these
deferred share awards was 1008.5p.







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