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Directors’ Shareholdings

Directors’ interests and transactions

The beneficial and non beneficial interests of the Directors in office as at 31 December 2006 are shown below:

  At
31 December
2006*		 At
1 January
2006 or on
appointment
if later		 Change from
31 December
2006 to
26 February
2007
Executive Directors    
Richard Bowker 2,554 – –
Ray O’Toole 24,364 19,236 –
Adam Walker 19,400 9,700 –
Non Executive Directors    
Jorge Cosmen 23,017,253 18,506,130 –
Sir Andrew Foster – – –
Barry Gibson 3,000 3,000 –
Sue Lyons 2,072 2,072 –
David Ross 2,000,000 634,926 2,001,555
Tim Score –  –  –
Former Executive Director    
Phil White (resigned 11 September 2006) 165,408 165,408  

*For Phil White as at date of resignation.

In addition to their individual interests in shares the Executive Directors were, for Companies Act purposes, regarded as interested in the 319,574 shares held at 26 February 2007 by the National Express Group Employee Benefit Trust in respect of the Long Term Incentive Plan.

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 Jan 2006		 During year
Granted		 During year
Exercised		 During year
Lapsed		 At
31 Dec 2006**		 Option
price		 Market price
at date of
exercise		 Date
from which
exercisable		 Expiry date
Ray O’Toole                    
  (i ,iv) 5,128 – 5,128 – – 585.0p 915.0p 05.07.05 05.07.12 
  (ii, iv) 40,171 – 39,740 - 431* 585.0p 915.0p 05.07.05 05.07.12
  (ii, iv) 113,065   113,065 – – 398.0p 915.0p 18.03.06 18.03.13 
  (ii, v) 92,511 – – – 92,511 681.0p – 12.05.07 12.05.14 
Adam Walker                    
  (i, iv) 5,128 – 5,128 – – 585.0p 915.0p 05.07.05 05.07.12 
  (ii, iv) 14,530 – 14,343 – 187* 585.0p 915.0p 05.07.05 05.07.12 
  (ii, iv) 75,377 – 75,377 – – 398.0p 915.0p 18.03.06 18.03.13 
  (ii, v) 76,358 – – – 76,358 681.0p – 12.05.07 12.05.14 
  (iii) 453 – 453 – – 417.0p 956.0p 01.12.05 01.06.06
Former Executive Director                    
Phil White
(resigned 11 Sept 2006)		                    
  (i, iv) 5,128 – 5,128 – – 585.0p 915.0p 05.07.05 05.07.12
  (ii, iv) 63,248 – 62,598 – 650* 585.0p 915.0p 05.07.05 05.07.12
  (ii, iv) 169,598 – 169,598 – – 398.0p 915.0p 18.03.06 18.03.13
  (ii, v) 132,159 – – – 132,159 681.0p – 12.05.07 12.05.14

*Performance hurdle not yet passed as at 31 December 2006.
**For Phil White as at date of resignation.

Notes    
(i)   Options granted under the 2002 National Express Group Executive Share Option Plan Part 1 Approved.
(ii)   Options granted under the 2002 National Express Group Executive Share Option Plan Part 2 Unapproved.
(iii)   Options granted under the National Express Group Savings Related Share Option Scheme.
(iv)   The performance condition is as follows: (a) for awards up to 50% of salary; EPS growth of RPI +4% p.a., (b) for awards between 51% of salary and up to 100% of salary; EPS growth of RPI +6% p.a., (c) for awards between 101% of salary and up to 150% of salary; EPS growth of RPI +8% p.a., (d) for awards between 151% of salary and up to 200% of salary; EPS growth of RPI +10% p.a. 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. Straightline vesting occurs between EPS levels.
(v)   The performance condition is as follows: (a) for awards up to 50% of salary; EPS growth of RPI +4% p.a., (b) for awards between 51% of salary and up to 100% of salary; EPS growth of RPI +5% p.a., (c) for awards between 101% of salary and up to 150% of salary; EPS growth of RPI +6% p.a., (d) for awards between 151% of salary and up to 200% of salary; EPS growth of RPI +10% p.a. Performance is tested over years 0-3. Straightline 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 Jan 2006*		 During year
Awarded		 During year
Exercised		 During year
Lapsed		 At
31 Dec 2006**		 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
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
Adam Walker                    
  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
Former Executive Director                    
Phil White
(resigned 11 Sept 2006)		                    
  Performance shares 48,859 – – – 48,859 921.0p – 27.06.08 27.12.08
  Matching shares 116,580 – – – 116,580 921.0p – 27.06.08 27.12.08
  Performance shares – 53,908 – – 53,908 931.0p – 06.04.09 06.10.09
  Matching shares – 51,666 – – 51,666 931.0p – 06.04.09 06.10.09

*Or date of appointment if later.
**Or date of resignation.

Note: for the purposes of the EPS performance conditions, CPI has been calculated to have increased by 3% during the year ended 31 December 2006.