Directors' interests

Centrica PLC
3 April 2002



3 April 2002



Centrica plc

Annual Long Term Incentive Scheme Allocations

Centrica announces that on 2 April 2002, conditional allocations of ordinary
shares in Centrica plc were made by the trustees of the Centrica Long Term
Incentive Scheme to a number of employees, including the following executive
directors:

Director                           Number of shares in conditional allocations

Mike Alexander                     131,783
Phillip Bentley                    136,788
Mark Clare                         141,792
Roy Gardner                        233,540
Roger Wood                         131,783



The base price from which performance will be measured is 224.47p (being the
average of the closing mid-market prices for Centrica plc for the period 02/04/
01 to 01/04/02).

The percentage of the allocation to eventually vest is dependent on meeting
performance criteria over a three-year performance period commencing on 2 April
2002. The performance criteria are based on the Company's total shareholder
return (TSR) against that of the other companies within the FTSE 100 Comparator
Group*.

The conditional allocations shown above represent the maximum potential award
possible if all performance criteria are met at the end of the three-year
performance period. At the conclusion of the performance period, shares will be
transferred to executives to the extent that performance criteria are satisfied.

*The maximum allocation of shares only vests if the Company's TSR over the
performance period is ranked in 25th position or above in the Comparator Group.
No shares vest if the TSR over the performance period is ranked below 50th
position in the Comparator Group. Between 25th and 50th position, shares vest on
a straight-line basis from 100% to 40%.







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