Director/PDMR Shareholding -

RNS Number : 3975N

Marks & Spencer Group PLC

10 June 2010

The following announcement replaces the Notification of Transactions of PDMRs and Connected Persons made earlier today.

The only change is the resultant shareholding of John Dixon, set out in paragraph 5, from 73,180 to 98,995.

Marks and Spencer Group Plc Notification of Transactions Of Directors/Persons Discharging Managerial Responsibility and Connected Persons

1. Performance Share Plan
It was confirmed on 10 June 2010 that on 9 June 2010 the following awards under the Marks and Spencer Group Performance Share Plan were made to PDMRs of the Company:

Directors	Allocation of Performance Shares (see Note below)
Marc Bolland	1,143,024
Kate Bostock	337,045
John Dixon	300,410
Steven Sharp	375,146

Note: Under the Performance Share Plan, awards are granted as a conditional allocation, where a participant will receive free ordinary shares in the Company on the vesting of an award subject to continuing employment. The vesting of an award will depend on the Company's adjusted earnings per share ("EPS") performance over a fixed three-year performance period starting on the first day of the financial year in which the awards were granted. The value of dividends accrued, in the form of dividend equivalents, will be paid at the end of the period based on the number of vested shares. For the purposes of this calculation, the grant was made at a share price of 341.2p.

2. Deferred Share Bonus Plan

Awards

It was confirmed on 10 June 2010 that on 9 June 2010 the following awards under the Marks and Spencer Group Deferred Share Bonus Plan were made to the following PDMRs and Connected Persons of the Company:

Directors	Allocation of Deferred Bonus Shares (see Note below)
Sir Stuart Rose	494,665
Kate Bostock	242,672
John Dixon	223,054
Steven Sharp	267,291
Connected Persons
Sarah Edwards (connected to John Dixon)	1,391

Note: The above awards were made under the Company's Annual Bonus Scheme. This requires executive directors to defer 60% of their bonus earned into shares in the Deferred Share Bonus Plan. The deferral for senior managers is 33.33%. The shares will be held for 3 years. There will be no match paid against these deferred shares, although the value of dividends accrued, in the form of dividend equivalents will be paid at the end of the period. For the purposes of this calculation, the grant was made at a share price of 341.2p.

The Annual Bonus Scheme is designed to focus and reward executives for specific operational improvements which will drive the Company's performance. The targets for the Company are determined annually by the Remuneration Committee and for 2009/10 incorporated a mixture of profit before tax, and individual performance.

Release from Trust

It was confirmed on 10 June 2010 that on 7 June 2010 the following shares awarded in 2007 under the Marks and Spencer Group Deferred Share Bonus Plan were released from Trust for the following PDMRs and Connected Persons of the Company:

Directors	Vesting of Deferred Share Bonus Plan Shares (see note below)
Kate Bostock	17,071
John Dixon	11,091
Ian Dyson	111,449
Connected Persons
Sarah Edwards ¹ (connected to John Dixon)	2,969

1. ¹Sarah Edwards elected to settle her PAYE Tax and National Insurance liabilities on the release of these shares by selling 1,223 shares. The net number of shares that were retained was 1,746. The sale of the shares took place in London on 7 June 2010 at a price of 338.765p per Share.

Note: The above awards were made under the Company's Annual Bonus Scheme in June 2007 which required executive directors to defer 60% of their bonus earned into shares in the Deferred Share Bonus Plan, to be released after three years. For senior managers the deferral percentage was 33.33%

3. Restricted Share Plan

It was confirmed on 10 June 2010 that on 7 June 2010 the following shares awarded under the Restricted Share Plan were released from Trust for the following PDMRs of the Company:

Directors	Vesting of Restricted Share Plan Shares (see note below)
John Dixon	14,724

Note: The above award was made under the Company's Restricted Share Plan. The Plan was established in 2000 as part of the reward strategy for retention and recruitment of senior managers vital to the success of the business. John Dixon was awarded these shares in January 2009, before he was appointed an executive director.

4. Other Awards

It was confirmed on 10 June 2010 that on 9 June 2010 Marc Bolland received ordinary shares in the Company ("Shares") and awards over Shares as detailed below. The entitlement to Shares and the grant of the awards were agreed as part of the recruitment of Marc Bolland as Chief Executive of the Company and are intended to compensate him for the share incentives he forfeited under his previous employment as a result of joining the Company.

Marc Bolland received:

1. 301,668 free Shares. He sold 154,238 of these Shares to cover his Income Tax and National Insurance liabilities associated with his receipt of the Shares. He retained 147,430 Shares. The sale of the Shares took place in London on 9 June 2010 at a price of 331.49p per Share.

2. the following awards over Shares by way of an agreement made under Listing Rule 9.4.2(2).

2.1. Restricted Share Plan Award

An award of 293,083 Restricted Shares to vest in two equal tranches on

1 December 2011 and 9 June 2012 subject to continued employment until the relevant release date. There will be no match paid against these Shares, although the value of dividends accrued, in the form of dividend equivalents will be paid at the end of the period.

2.2. Performance Share Plan Award

An award over 1,143,024 Performance Shares on substantially the same terms as an award under the Company's PSP except that the award will vest on 9 June 2012. The vesting of the award will depend upon continued employment and the Company's adjusted earnings per share performance over the two financial years of the Company ending March 2012. The value of dividends accrued, in the form of dividend equivalents, will be paid at the end of the period based on the number of vested shares.

For the purposes of these calculations, the awards were made at a share price of 341.2p. No consideration was paid for the grant of the awards. No price is payable on the vesting of the awards.

5. Shareholdings of PDMRs

Directors	Total Holding of Ordinary Shares	Total Percentage Holding in the Company
Sir Stuart Rose	1,265,873	De minimis
Marc Bolland	147,430	De minimis
Kate Bostock	182,514	De minimis
John Dixon	98,995	De minimis
Ian Dyson	397,934	De minimis
Steven Sharp	299,538	De minimis