Director Shareholding

Retail Stores PLC
20 November 2001

Retail Stores plc

Letter received by Retail Stores plc (the 'Company') on 16 November 2001 from
Mr Brian Myerson, Director.



Notice under section 198, 205 and 324 (as extended by Section 328) Companies
Act 1985 (as amended) (the 'Act')

 1. Following some changes on 9 November 2001 which had the effect of reducing
    the holding of ordinary shares of 25p each ('Ordinary Shares') of Retail
    Stores plc of Concerto Capital Corporation by 1,570,920 Ordinary Shares, I
    hereby notify you of my interests and those of;

 a. Concerto Capital Corporation ('Concerto')
 b. Second Concerto Corporation ('Second Concerto')
 c. Statue Corporation ('Statue'); and
 d. Nicholas Holdings Limited ('NHL')

In the ordinary shares of 25p each ('Ordinary Shares') of Retail Stores plc.

Please note that the changes to the interests notified in this letter occurred
as a result of the restructuring of certain connected interests and, although
not market transactions, the effective value for the transfers was 218p per
Ordinary Share.

 1. The numbers of Ordinary Shares which the following parties beneficially own
    are, at the time of writing, as follows:

 a. Concerto:            899,580
 b. Second Concerto:     389,500

 1. The registered holders of the Ordinary Shares in the cases of both Concerto
    and Second Concerto are or will be Lloyds Bank (ID) Nominees Limited A/C
    171911, save that in respect of 250,000 of the Second Concerto Ordinary
    Shares are held with Hambros Bank (Nominees) Limited.
 2. By virtue of arrangement to which Section 204 of the Act applies between
    them, Concerto and Second Concerto are, in addition to their own interests
    disclosed in paragraph 2. above, interested in each other's interests in
    shares.
 3. By virtue of a shareholders' agreement to which Section 204 of the Act
    entered into between (1) Marylebone Warwick Balfour Group plc ('MWB'), (2)
    Concerto and Second Concerto and (3) Retail Stores plc, Second and Second
    Concerto are, in addition to their own interests disclosed in paragraphs 2
    and 4 above, interested in the interests in Ordinary Shares of MWB, which
    to the best of my knowledge is in 15,654,676 Ordinary Shares.


 4. Concerto is wholly owned by Statue. By virtue of Section 203(2)(b) of the
    Act, Statue is interested in Concerto's interests in shares mentioned in
    paragraph 2., 4 and 5 above.
 5. Statue is wholly owned by NHL. By virtue of Section 203(2)(b) of the Act,
    NHL is interested in Statue's interests in shares mentioned in paragraph
    6. above.

 6. My wife, Ingrid Myerson and our three infant children (the 'Myerson
    Family') and I each fall within a class of possible discretionary
    beneficiaries of the Nicholas Trust which wholly owns NHL. Pursuant to
    Section 324 (specifically paragraph 2 Part of 1 of Schedule13) of the Act,
    I am deemed to be interested in NHL's interests in shares mentioned in
    paragraph 7. above, by virtue of my own interests and also by the virtue
    of those of the Myerson Family (the latter arising by virtue of Section
    328 of the Act).
 7. The interests in shares referred to in this notification are not interests
    pursuant to Section 208(5) of the Act.
 8. Please accept this letter as notification under Section 198 and 205 of the
    Act on behalf of each of Concerto, Second Concerto, Statue and NHL and
    under Section 324 in relation to my own interests.