Share Incentives

Costain Group PLC
20 September 2005


Costain Group PLC
(the 'Company')

The Company announced on 12 September 2005 that Mr Andrew Wyllie ('Mr Wyllie')
had been appointed Chief Executive of the Company. Pursuant to the terms of Mr
Wyllie's service agreement the Company granted to Mr Wyllie on 19 September
2005:
          
     a)   A contingent award over 400,000 ordinary shares of 5p each in the
          capital of the Company. The award will vest dependent on the extent 
          to which certain performance targets are satisfied for the financial 
          year ending 31 December 2007; and
          
     b)   An award in the form of an option with an exercise price of £1 per
          exercise (whether on exercise of the entire award or any part of it) 
          over 677,966 ordinary shares of 5p each in the capital of the Company 
          under the Costain Group PLC Long-term Incentive Plan. The award can 
          only be generally exercised on the achievement of specified 
          Performance Conditions after the end of the Company's financial year 
          ending 31 December 2008.

                                                               20 September 2005

Enquiries:

Costain Group PLC                                          Tel: [phone]
Clive L Franks
Company Secretary

College Hill                                               Tel: [phone]
Mark Garraway
Matthew Gregorowski


                      This information is provided by RNS
            The company news service from the London Stock Exchange