Director Shareholding

Rathbone Brothers PLC
20 May 2002


Rathbone Brothers Plc

Directors' Shareholding

On 17 May 2002, ordinary shares of 5p were allotted to Hill Samuel ESOP Trustees
Limited who are the Trustees of The Rathbone Inland Revenue Approved Employee
Share Ownership Plan ('the Plan'). The allotment was in respect of the
reinvestment of dividends paid into the 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                    Allotment    Total holding following notification    Total % holding following notification
                                       Beneficial        Non beneficial         Beneficial       Non beneficial

M L Ingall                  5          153,841           25,000                 0.41%            0.07%
R A Morris                  5          297,441           14,250                 0.78%            0.04%
G M Powell                  5          298,363           10,000                 0.79%            0.03%
A D Pomfret                 5          3,441             0                      0.01%            -
R P Lanyon                  5          225,518           0                      0.59%            -
M W F Leather               5          144,534           0                      0.38%            -
The Viscount Lifford        5          87,447            0                      0.23%            -
A T Morris                  5          3,027             0                      0.01%            -
R I Smeeton                 5          122,059           7,925                  0.32%            0.02%
W Rathbone                  5          7,441             2,650                  0.02%            0.01%
J G S Coode-Adams           3          3,585             0                      0.01%            -
W H Keatley                 5          50,441            0                      0.13%            -



Richard Loader

Company Secretary

20 May 2002


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