Director Shareholding

Rathbone Brothers PLC
15 May 2002

Rathbone Brothers Plc

On 14 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 registered holder is Lloyds TSB Registrars Corporate
Nominee Limited. A/c AESOPI.


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                  192        153,836           25,000                 0.41%            0.07%
R A Morris                  192        297,436           14,250                 0.78%            0.04%
G M Powell                  192        298,358           10,000                 0.79%            0.03%
A D Pomfret                 192        3,436             0                      0.01%            -
R P Lanyon                  192        225,513           0                      0.59%            -
M W F Leather               192        144,529           0                      0.38%            -
The Viscount Lifford        192        87,442            0                      0.23%            -
A T Morris                  192        3,022             0                      0.01%            -
R I Smeeton                 192        122,054           7,925                  0.32%            0.02%
W Rathbone                  192        7,436             2,650                  0.02%            0.01%
J G S Coode-Adams           192        3,582             0                      0.01%            -
W H Keatley                 192        50,436            0                      0.13%            -
P D G Chavasse              190        190               0                      0.00%            -



Shares were also allotted to Hill Samuel Offshore Trust Company Limited who are
the Trustees of The Rathbone International Employee Share Ownership Plan. The
registered holder is Vidacos 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                    Allotment  Total holding following notification    Total % holding following notification
                                       Beneficial        Non beneficial         Beneficial       Non beneficial

M P Egerton-Vernon          192        89,892            0                      0.24%            -





Richard Loader
Company Secretary
15 May 2002



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