Option Arrangements

Wilmington Group Plc
28 February 2002


28 February 2002

Wilmington Group plc


Wilmington Group plc ('Wilmington' or the 'Company') announces some variations
to the terms of a grant of existing options, as well as the terms of an
additional grant of new options, over shares currently held by three directors
of the Company.

On 23 December 1999, it was announced that, in order to provide incentives based
on shareholder value to senior managers with key business performance and
development roles, Brian Gilbert, Rory Conwell and Ahmed Zahedieh, executive
directors of the Company ('the Donating Directors'), granted options over
489,493 ordinary shares held personally by them in the Company to Neil Smith and
Lee Newton. The terms of the options were broadly similar to those of the
Wilmington Group plc 1995 Unapproved Share Option Scheme.

In light of current difficult market conditions, the Donating Directors consider
it appropriate to relax certain of the terms of the options over the 489,493
ordinary shares. As a result, the exercise price of all the options granted to
Neil Smith and Lee Newton at 358.17p and 356.5p respectively has now been
reduced to 146.5p. In addition, the performance criteria to which the exercise
of options were subject have now been removed. The options remain exercisable
from 23 December 2002 for four years but some may be exercised earlier in
certain special circumstances.

In addition to the above variations of existing options, the Donating Directors
have made an additional grant of new options to Colin Bailey-Wood, a senior
manager, over a total of 100,000 ordinary shares currently held by them. These
options have an exercise price of 146.5p and are exercisable between 18 December
2004 and 18 December 2008. There are no performance criteria.

As a result of the above variations, the details of the option grants by the
Donating Directors are as follows:
                                 Brian Gilbert   Rory Conwell    Ahmed Zahedieh


Number of ordinary shares over         336,855        168,425            84,213
which options granted

Such number as a percentage of            0.41%          0.21%             0.10%
the ordinary issued share capital

Total number of shares in which      8,459,907      4,509,356         2,348,805
director is interested (including
shares subject to option)

Such number as a percentage of           10.41%         5.55%              2.89%
ordinary issued share capital

ENDS

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