RNS Number:4368J
Low & Bonar PLC
31 March 2003



Letter to RNS

                                 LOW & BONAR  PLC 

                        Notification of Directors' Interests 


Low & Bonar PLC (the Company) wishes to notify the following changes in
directors' interests arising out of the operation of its Long Term Incentive
Plan (LTIP), which was approved by the shareholders of the Company at an
extraordinary general meeting on 14 February 2003. 


Under the rules of the LTIP the Company may grant awards under which
participants will become beneficially entitled to ordinary shares in the
capital of the Company (Shares) at nil cost if the Company satisfies
stringent performance targets set out in the rules of the LTIP, as described
in the circular to shareholders dated 29 January 2003. 


Awards were granted under the LTIP on 28 March 2003 to executive directors
(and to other senior executives in the UK who are not directors of the
Company) only where they have entered into a "performance contract",
resulting in Mr Forman's notice period being reduced from 12 months to 3
months in the case of failure to meet 2003 and 2004 performance targets and
Mr Kempster's notice period being reduced from 12 months to 6 months in the
case of failure to meet 2003 and 2004 performance targets. 


On 28 March 2003, awards were formally granted under the LTIP to the
following executive directors (the number of Shares referred to is the
maximum available on satisfaction of the performance target in full): 

                                                                   
             NAME OF DIRECTOR           Shares under conditional award  

             Paul Forman                         838,926                            
             Jon Kempster                        259,135                            
 
The earliest date on which the executive directors will normally become
beneficially entitled to the Shares is 28 March 2006, which is the third
anniversary of the date on which the awards were granted, and the Shares will
then be released in three annual tranches. No Shares will vest unless: 


1.  the average mid-market Share price over the four month period ending
    immediately prior to 28 March 2006 is at least 107.28p, i.e. double the
    average Share price over the four month period ending on the date of grant
    (and the fall number of Shares under the Award will only be released if that
    average price is at least 120.69p); 


2.  the Company's EPS (before exceptional items) has increased by at least 6%
    over RPI for the three year period commencing 1 December 2002; and 


3.  the percentage increase in the Share price over the three years to 28
    March 2006 equals or exceeds the percentage increase in the FTSE Small Cap
    Total Return Index over the same period. 


The rules of the LTIP provide for the participants to become beneficially
entitled to the Shares earlier in specific circumstances such as a change of
control of the Company. 


As explained in the circular to shareholders dated 29 January 2003, in
connection with the grant to him of this award Paul Forman has released
without payment his rights under a long term incentive arrangement agreed
with him at the time of his appointment in September 2002, which would have
entitled him to up to 593,667 Shares if the performance conditions applicable
to that arrangement had been satisfied. 
 

Amanda Whalley 
For and on behalf of Low & Bonar PLC 
 



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