Director Shareholding

Whitbread PLC
18 May 2001


                                WHITBREAD PLC


1. LONG TERM INCENTIVE PLAN

Under the terms of the long-term incentive plan ('the Plan') of Whitbread PLC
('the company') conditional awards at nil cost were made on 17 May to
executive directors of the company in respect of the 3-year performance period
ending 28th February 2004 ('the 2001-2004 Performance Period'). The range of
Whitbread PLC 50p ordinary shares, which each director could potentially
receive in respect of this Performance Period, is as follows: -

Name of Director                            No. of shares
D M Thomas                                  24,232
D H Richardson                              23,641
W M F Shannon                               24,232
A C Parker                                  19,700
S Miller                                    19,700


The number of shares, if any, the executive directors will actually receive at
the end of this Performance Period depends upon the company's shareholder
return ('TSR') relative to the other companies within a comparator group over
this period.


2. DIVIDEND RE-INVESTMENT


Prior to the reduction of capital and share consolidation which took effect on
10 May 2001, the following Whitbread Holdings PLC 450p ordinary shares were
acquired as a result of dividend re-investment. Under Halifax PEPs the
following shares were acquired on 23/03/01 at £5.82 : S Miller, 4 shares; D
Richardson, 12 shares; D Thomas, 20 shares (date of notification : 25 April).
Under The Share Centre PEP, D Thomas acquired 30 shares on 05/04/01 at £5.735
(date of notification : 6 April).


Enquiries:                    Simon C Barratt,
                              Company Secretary
Telephone:                    020 7806 5416