Director Shareholding

Rathbone Brothers PLC
22 March 2004


Rathbone Brothers Plc
Directors' Shareholdings
Share Incentive Plan Free Share Award for the Year Ended 31 December 2003


On 19 March 2004, ordinary shares of 5p were acquired at £7.50, being the
closing mid-market price on 18 March 2004, for Hill Samuel ESOP Trustees Limited
who are the Trustees of The Rathbone Inland Revenue Approved Share Incentive
Plan. The registered holder is Lloyds TSB Registrars Corporate Nominee Limited.
A/c AESOP1.

The following directors are beneficial owners of the following shares (subject
to the terms and conditions of the Plan Trust Deed and Rules).


Director          Acquired       Total holding following        Total % holding following
                                      notification                    notification
                              Beneficial    Non beneficial    Beneficial    Non beneficial

R A Morris             128       294,687            14,250         0.725%            0.035%
G M Powell             128       299,429            10,000         0.736%            0.025%
A D Pomfret            128        14,631                 -         0.036%                -
I M Buckley            128        12,628                 -         0.031%                -
P D G Chavasse         128         3,740                 -         0.009%                -
R P Lanyon             128       218,584                 -         0.537%                -
The Viscount Lifford   128        89,077            20,000         0.219%            0.049%
A T Morris             128        13,593                 -         0.033%                -
R I Smeeton            128       133,650                 -         0.329%                -
J G S Coode-Adams      128         7,648                 -         0.019%                -
J C Barclay             21            21                 -             -                 -
C M Burton              21            21                 -             -                 -


Shares were also acquired by Hill Samuel Offshore Trust Company Limited who are
the Trustees of The Rathbone International Share Incentive Plan. The registered
holder is Bank of New York (Nominees) Limited.

The following director is the beneficial owner of the following shares (subject
to the terms and conditions of the Plan Trust Deed and Rules).


Director          Acquired       Total holding following        Total % holding following
                                      notification                    notification
                              Beneficial    Non beneficial    Beneficial    Non beneficial

M P Egerton-Vernon     128        91,004                 -         0.224%                -



Richard Loader
Company Secretary
19 March 2004
Telephone no. 020 7399 0000


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