Director Shareholding

Close Brothers Group PLC
29 October 2004

                            Close Brothers Group plc
                                        
Close Brothers Group plc wish to notify the following changes in directors'
interests in ordinary shares ("Shares") arising out of the operation of its Long
Term Incentive Plan 2004 ("LTIP"), which was approved by shareholders at the
Annual General Meeting on 28 October 2004.

On 28 October 2004, options to acquire Shares at nil cost ("Awards") were
granted under the LTIP to the following executive directors, as set out below.
The numbers of Shares stated are the maximum available to each director on
satisfaction in full of the performance targets described below.


Executive director               Ordinary shares under Awards

M.A. Hines                                28,735
S.R. Hodges                               96,398
C.D. Keogh                               114,942
D.C. Pusinelli                            73,754
P.L. Winkworth                            99,233

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 Consumer Prices Index ("CPI"). 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. Further details
of the operation of the LTIP are set out in the document containing the
Company's Notice of AGM dated 29 September 2004.

The earliest date on which the executive directors could normally become
entitled to call for the Shares comprised in the Awards is 28 October 2007,
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 and Appointments 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.

            
                                                        Robin Sellers
                                                        29 October 2004



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