Director Shareholding

Brown (N.) Group PLC
20 December 2002


N Brown Group plc (the Company) announces that on 19 December 2002, Mourant &
Co, Trustees Limited as trustees of the Company's No. 2 Employee Share Ownership
Trust (No. 2 EBT) made an option award, for no consideration, under the terms of
the Company's long term incentive share plan 2000 to Mr Alan White to acquire
148,750 ordinary 10p shares in the Company (Shares), at nil cost. At that time,
an option award was also made by the trustees of the No. 2 EBT, for no
consideration, to Mr James Martin to acquire 114,062 Shares, at nil cost. Both
awards are subject to certain performance conditions and will be exercisable
during a three month period following the calculation of the relative
performance conditions. Such conditions are to be calculated over the period
commencing on 3 March 2002 and ending on 2 March 2005, in respect of Mr Alan
White's award and the period commencing on 3 March 2002 and ending on 2 March
2003 in respect of Mr James Martin's award. Further, on the same day, the No. 2
EBT made a contingent award to Mr Alan White, for no consideration, to acquire
316,785 Shares at nil cost. This contingent award is exercisable during the
three month period commencing on 1 June 2005.

In addition, the Company has been informed that yesterday the trustees of the
No. 2 EBT acquired 1 million Shares at a price of £1.40 per Share. The class of
discretionary beneficiaries for whom the No. 2 EBT holds such shares consists of
employees of the N Brown Group, including the following executive directors of
the Company: Mr Alan White, Mr James Martin and Mr Tim Kowalski. Each of such
directors is accordingly deemed to be beneficially interested in all of such
shares held by the No. 2 EBT amounting to 1,000,000 Shares.


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