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Directors' Remuneration Report

Directors’ interests

(This table is not subject to audit)

The beneficial and non beneficial interests of the Directors in office as at 31 December 2007 are shown below:

At
31 December
2007		 At
1 January
2007 or on
appointment
if later
 Change from
31 December
2007 to
2 March
2008
Executive Directors
Richard Bowker 7,554 2,554 11,828
Ray O’Toole 24,364 24,364 26,364
Adam Walker (resigned 26 March 2008) 25,000 19,400 –
Non Executive Directors
Jorge Cosmen 23,017,253 23,017,253 –
Roger Devlin – – –
Sir Andrew Foster – – –
Barry Gibson 3,000 3,000 –
David Ross 3,002,201 2,000,000 3,003,809
Tim Score – – –

In order to align the interests of the Directors more closely with the shareholders, the Remuneration Committee has also determined that the Executive Directors should build up a share fund equal to at least one year’s salary over a period of five years.

Share Option Awards

Note At
1 January
2007		 During year
Granted		 During year
Exercised		 During year
Lapsed		 At
31 December
2007		 Option
price		 Market price
at date of
exercise		 Date
from which
exercisable		 Expiry date
Ray O’Toole (i ,ii) 431 – – 431 – 585.0p – 05.07.05 05.07.12
(i, iii) 92,511 – 92,511 – – 681.0p 1263p 12.05.07 12.05.14
Adam Walker
(resigned 26 March 2008)		 (i, ii) 187 – 187 – 585.0p 05.07.05 05.07.12
(i, iii) 76,358 – 76,358 – – 681.0p 1263p 12.05.07 12.05.14

Notes
(i) Options granted under the 2002 National Express Group Executive Share Option Plan Part 2 Unapproved.
(ii) The performance condition is as follows: (a) for awards up to 50% of salary; EPS growth of RPI +4% pa, (b) for awards between 51% of salary and up to 100% of salary; EPS growth of RPI +6% pa, (c) for awards between 101% of salary and up to 150% of salary; EPS growth of RPI + 8% pa, (d) for awards between 151% of salary and up to 200% of salary; EPS growth of RPI + 10% pa. Parts (a) and (b) are initially tested over years 0–3 with a facility to retest over years 0–4 and 0-5. Parts (c) and (d) are not subject to retesting. Straight-line vesting occurs between EPS levels.
(iii) The performance condition is as follows: (a) for awards up to 50% of salary; EPS growth of RPI + 4% pa, (b) for awards between 51% of salary and up to 100% of salary; EPS growth of RPI + 5% pa, (c) for awards between 101% of salary and up to 150% of salary; EPS growth of RPI + 6% pa, (d) for awards between 151% of salary and up to 200% of salary; EPS growth of RPI + 10% pa. Performance is tested over years 0–3. Straight-line vesting occurs between EPS levels. Retesting is not permitted.

Long Term Incentive Plan (LTIP) Awards

Performance shares of 1 x salary are awarded to Executive Directors as nil cost options under the Long Term Incentive Plan (LTIP). In addition 100 matching shares are awarded for every 30 investment shares pledged or invested by the Director under the share matching element of the LTIP. Further details of the LTIP and the applicable performance conditions are shown in the section Remuneration Policy.

LTIP
Share Awards		 At
1 January
2007		 During year
Granted		 During year
Exercised		 During year
Lapsed		 At
31 December
2007		 Market
price
on
date of
award		 Market
price
on
date of
exercise		 Date
from
which
exercisable		 Expiry date
Richard Bowker Performance shares 48,590 – – 48,590 1032.5p – 09.11.09 09.05.10
Matching shares 8,513 – – 8,513 1032.5p – 09.11.09 09.05.10
Performance shares 37,878 – – 37,878 1320.0p – 11.04.10 11.10.10
Matching shares 16,666 – – 16,666 1320.0p – 11.04.10 11.10.10
Ray O’Toole Performance shares 35,287 – – – 35,287 921.0p – 27.06.08 27.12.08
Matching shares 56,613 – – 56,613 921.0p – 27.06.08 27.12.08
Performance shares 38,814 – – – 38,814 931.0p – 06.04.09 06.10.09
Matching shares 24,600 – – – 24,600 931.0p – 06.04.09 06.10.09
Performance shares – 28,409 – – 28,409 1320.0p – 11.04.10 11.10.10
Adam Walker
(resigned 26
March 2008) 		Performance shares 32,573 – – – 32,573 921.0p – 27.06.08 27.12.08
Matching shares 32,333 – – – 32,333 921.0p – 27.06.08 27.12.08
Performance shares 34,501 – – – 34,501 931.0p – 06.04.09 06.10.09
Matching shares 32,333 – – – 32,333 931.0p – 06.04.09 06.10.09
Performance shares – 27,272 – – 27,272 1320.0p – 11.04.10 11.10.10
Matching shares – 18,666 – – 18,666 1320.0p – 11.04.10 11.10.10

In respect of the operation of the Long Term Incentive Plan the Company operates the National Express Group Employee Benefit Trust which currently holds 184,019 shares as at 28 February 2008.

The Register of Directors’ Interests maintained by the Company contains full details of the Directors’ holdings of shares and options over shares in the Company. The aggregate gain between the option price and market price on date of exercise of share options by the Directors during the year was £982,818 (2006: £2,286,881). The mid-market price of the Company’s ordinary shares at 31 December 2007 was 1242p (2006: 1130p) and the range during the year ended 31 December 2007 was 1040p to 1320p.

By Order of the Board

J M B Gibson
Director and Chairman of the Remuneration Committee
28 February 2008