Long Term Incentive Scheme

Wolseley PLC
20 December 2002



Wolseley plc - Directors' Long Term Incentive Scheme Awards

20 December 2002

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

Long Term Incentive Scheme Award under the Wolseley plc 2002 Long Term Incentive
Scheme ('LTIS').

Following shareholders' approval to the LTIP given at the Annual General Meeting
held on 13 December 2002, a conditional award was made under the LTIP to 48
senior executives and 5 executive directors. The awards made 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. For the
avoidance of doubt, no award was made under the LTIS to Mr Banks, the Chief
Executive.

The following table shows the conditional awards made on 20 December 2002 to the
five executive directors who participated in the LTIP.

Name                                    Conditional awards made 20 December
                                        2002 in £

J Regis-Descours                        139,423

F N Hord                                150,000

C S Hornsby                             174,194

A J Hutton                              162,000

S P Webster                             167,750


- Ends -

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