Director Shareholding

Wolseley PLC
17 October 2003



Wolseley plc - Directors' Long Term Incentive Scheme Awards



Notification under the Listing Rules - Directors - Rule 16.3 (c)


Long Term Incentive Scheme Awards under the Wolseley plc 2001 Long Term
Incentive Scheme and the Wolseley plc 2002 Long Term Incentive Scheme
('Schemes')

On 16 October 2003 conditional awards were made under the Schemes to 51 senior
executives and 6 executive directors. The award made to Mr Banks under the 2001
Scheme and the awards made under the 2002 Scheme to the executive directors were
based upon 50% of each participant's base salary. These awards only vest upon
the achievement of certain corporate performance targets, which will usually be
assessed over a three-year period. No consideration is payable either at
allocation or on vesting of all or part of the awards.

The following table shows the conditional awards made to the six executive
directors who participated in the Schemes.

--------------------              ---------------------------
Name                              Conditional awards made on
                                  16 October 2003 in £
--------------------              ----------------------------
C A Banks                                390,965
J Regis-Descours                         159,747
F N Hord                                 145,439
C S Hornsby                              189,227
G Legtmann                               175,000
S P Webster                              192,500








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