Director Shareholding

Rathbone Brothers PLC
13 May 2005



Rathbone Brothers Plc

Directors' Shareholdings - Share Incentive Plan (SIP)

On 12 May 2005, ordinary shares of 5p were acquired by Hill Samuel ESOP Trustees
Limited, the Trustees of The Rathbone Inland Revenue Approved Share Incentive
Plan. The registered holder is Lloyds TSB Registrars Corporate Nominee Limited.
A/c AESOP1. Shares were acquired at £7.255 which was the closing mid-market
price on 11 May 2005.

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          Non
                                          beneficial                 beneficial

J C Barclay           217          920             -        0.002%            -

I M Buckley           214       18,311             -        0.045%            -

C M Burton            217          920             -        0.002%            -

P D G Chavasse        248        6,668             -        0.016%            -

J G S Coode-Adams     253        8,639             -        0.021%            -

S M Desborough        255        3,502             -        0.009%            -

R P Lanyon            255      219,579             -        0.534%            -

The Viscount Lifford  255       90,072        20,000        0.219%        0.049%

A T Morris            255       14,588             -        0.036%            -

R A Morris            255      262,682        42,250        0.639%        0.103%

P G Pearson Lund      255        3,002             -        0.007%            -

A D Pomfret           344       23,143             -        0.056%            -

G M Powell            255      300,424         7,500        0.731%        0.018%

R I Smeeton           255      134,645             -        0.328%            -


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          Non
                                          beneficial                 beneficial

M P Egerton-Vernon    208       91,891             -        0.244%            -



Richard Loader
Company Secretary
13 May 2005
Telephone no. 020 7399 0000


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