Director Shareholding

Rathbone Brothers PLC
21 April 2005



Rathbone Brothers Plc
Directors' Shareholdings
Share Incentive Plan

Free Share Award for the Year Ended 31 December 2004

On 20 April 2005, Rathbone Brothers Plc ordinary shares of 5p were acquired at
£7.61, being the closing mid-market price on 19 April 2005, for Hill Samuel ESOP
Trustees Limited who are the Trustees of The Rathbone Inland Revenue Approved
Share Incentive 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             Acquired     Total holding          Total % holding
                                   following               following
                                   notification            notification

                                Beneficial  Non       Beneficial     Non
                                          beneficial               beneficial


J C Barclay            253      703          -          0.002%        -
I M Buckley            253      15,597       -          0.038%        -
C M Burton             253      703          -          0.002%        -
P D G Chavasse         253      6,420        -          0.016%        -
J G S Coode-Adams      253      8,386        -          0.020%        -
S M Desborough         253      2,247        -          0.005%        -
R P Lanyon             253      219,324      -          0.535%        -
The Viscount Lifford   253      89,817       20,000     0.219%        0.049%
A T Morris             253      14,333       -          0.035%        -
R A Morris             253      262,427      42,250     0.640%        0.103%
P G Pearson Lund       253      2,747        -          0.007%        -
A D Pomfret            506      20,799       -          0.051%        -
G M Powell             253      300,169      7,500      0.732%        0.018%
R I Smeeton            253      134,390      -          0.328%        -


Shares were also acquired by Hill Samuel Offshore Trust Company Limited who are
the Trustees of The Rathbone International Share Incentive Plan. The registered
holder is Bank of New York (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                Acquired   Total holding following    Total % holding following
                                          notification               notification
                                  Beneficial         Non    Beneficial         Non
                                              beneficial                 beneficial

M P Egerton-Vernon       253          91,683           -        0.224%            -


Richard Loader
Company Secretary
21 April 2005
Telephone No. 020 7399 0000




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