Director Shareholding

Carphone Warehouse Group PLC
04 August 2004






Wednesday 4th August 2004


Embargoed until 7.00 am


The Carphone Warehouse Group PLC ('Company')


Director Shareholding

The Carphone Warehouse Group PLC Performance Share Plan ('PSP') was approved at
the Company's annual general meeting on 28th July 2004.  The PSP has been
introduced as part of an ongoing programme to retain and incentivise Executive
Directors and other senior employees of the Company, and to align awards clearly
with the levels of returns to shareholders.  This programme was initiated with
the gift of 5.2m shares to senior employees by founding shareholders including
Charles Dunstone and David Ross in December 2003.  The PSP has been approved
after consultation with major shareholder groups including the ABI and the NAPF.

A total of 267 employees have been awarded a total of 9.0m shares under the PSP.
Awards under the PSP are an alternative to awards under the Company Share
Option Plan and it is intended that in any year, participants will receive an
award under either scheme but not under both.

Neither Charles Dunstone nor David Ross is a beneficiary of the PSP.  The
Directors named below have each been awarded shares under the PSP as follows:


Director                                                                Shares

Roger Taylor                                                           450,000
Geoffroy Roux de Bezieux                                               450,000
Jim Dale                                                               250,000


Each award represents a nil cost option to acquire the shares provided
performance conditions are satisfied for each of the financial years ending in
2005, 2006 and 2007.  For Directors, 50% of the award is based on EPS growth
targets being achieved and 50% is based on relative total shareholder return 
('TSR') targets being achieved, for each of the three financial years.

The awards will vest in three tranches.  For each of the financial years ending
in 2005 and 2006, 25% will vest on 28th July 2007, subject to the performance
conditions being achieved for each year and being maintained until the vesting
date.  The remaining 50% will vest on 28th July 2008 subject to the performance
conditions being achieved for the financial year ending in 2007 and being
maintained until the vesting date.

The number of shares awarded may be increased up to a maximum of three times the
base award for exceptional performance achieved in any of the relevant financial
years and maintained until the relevant vesting date.  For both EPS and TSR,
graduated vesting will occur for performance between the stated performance
conditions.  For performance below the conditions for each financial year, no
award will be made.  All awards are subject to the rules of the PSP.



For Further Information


Peregrine Riviere                                  07909 907 193


Anthony Carlisle (Citigate Dewe Rogerson)          07973 611 888
                                                   020 7638 9571


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