RNS Number:9305T
Woolworths Group PLC
07 May 2008


Woolworths Group plc


Directors' Interests: Share Awards

The Share Awards listed below were made on 6 May 2008 under the Woolworths Group
Annual Incentive Plan and the Woolworths Group Performance Share Plan.


Annual Incentive Plan

The following awards of ordinary shares of 12.5p each nominal in the Company
have been made on 6 May 2008 under the Company's Annual Incentive Plan. These
conditional awards were made at a price of 11.25p per share and will vest,
subject to the rules of the Plan on 6 May 2011.

The basic Core Award is as follows:

                                                        Conditional
                                                        Share Award

Trevor Bish-Jones                                         638,179
Stephen East                                              380,513
Stephen Lewis                                             368,180
Tony Page                                                 368,180

In accordance with the rules of the Plan additional Matching Shares may be
awarded for achievement of performance targets over the vesting period which
ends on 6 May 2011 and provided that the Director remains in employment with the
Company at that time.  The following table sets out how any additional Matching
Share Award will vary in line with the increase in earnings per share ("EPS").

                                   Increase in EPS                    Shares
Trevor Bish-Jones                  Less than 2% pa                    Nil
                                   2% pa                              191,454
                                   3% pa                              319,090
                                   4% pa                              478,634
                                   5% pa                              638,179

Stephen East                       Less than 2% pa                    Nil
                                   2% pa                              114,154
                                   3% pa                              190,257
                                   4% pa                              285,385
                                   5% pa                              380,513

Stephen Lewis                      Less than 2% pa                    Nil
                                   2% pa                              110,454
                                   3% pa                              184,090
                                   4% pa                              276,135
                                   5% pa                              368,180

Tony Page                          Less than 2% pa                    Nil
                                   2% pa                              110.454
                                   3% pa                              184,090
                                   4% pa                              276,135
                                   5% pa                              368,180


No new shares will be issued to satisfy these awards.


Performance Share Plan

The following awards of ordinary shares of 12.5p each nominal in the Company
have been made on 6 May 2008 under the Company's Performance Share Plan.  These
conditional awards were made at a price of 11.25p per share and will vest,
subject to the rules of the Plan and the future performance of the Company, on 6
May 2011, provided also that the Director remains in employment with the Company
at that time.

The awards for on target performance are as follows:

                                              Conditional
                                              Share
                                              Award*

Trevor Bish-Jones                             947,556
Stephen East                                  564,978
Stephen Lewis                                 546,667
Tony Page                                     546,667


*Assumes on target EPS and TSR performance

In accordance with the rules of the Plan, 50% of the conditional aware depends
on the increase in the Company's fully diluted, adjusted earnings per share ("
EPS") over the next three years.  The increase in EPS is in addition to the
increase in the Retail Prices Index.  The following table sets out how this
element of the awards will vary in line with the increase in EPS.


EPS-Based Award

                        Less than 2%  2% pa        3% pa        4% pa        5% pa        6% pa
                        pa
Trevor Bish-Jones       Nil           236,889      473,778      710,667      947,556      1,184,445
Stephen East            Nil           141,245      282,489      423,734      564,978      706,222
Stephen Lewis           Nil           136,667      273,334      410,001      546.668      683,334
Tony Page               Nil           136,667      273,334      410,001      546,668      683,334

In addition, the remaining 50% of the conditional award depends on the Company's
Total Shareholder Return ("TSR") performance over the next three years. The
Comparator group for these purposes is the FTSE General Retailers Index. The
following table sets out how this element of the award will vary in line with
the increase in EPS.


TSR-Based Award
                       below median   median -    61st - 70th   71st - 80th      upper
                                        60th       percentile    percentile    quintile
                                     percentile
Trevor Bish-Jones          Nil        236,889       473,778       710,667      1,184,444
Stephen East               Nil        141,244       282,489       423,733       706,222
Stephen Lewis              Nil        136,666       273,333       409,999       683,333
Tony Page                  Nil        136,666       273,333       409,999       683,333



No new shares will be issued to satisfy any of these awards.

The interest of each of the directors in ordinary shares, share options and
conditional share awards following the grant of these awards is:

                                                                             Conditional Share
                                           Shares          Share options           Awards

Trevor Bish-Jones                         756,502            2,274,434           6,437,620*
Stephen East                              400,000             11,333             1,922,576*
Stephen Lewis                             241,102             727,921            1,441,261*
Tony Page                                  30,000               Nil              2,140,632*


*This figure assumes on target performance is achieved.


The company was notified of the awards on 6 May 2008.


7 May 2008

Stephen East
Group Finance Director


For further information contact:

Stephen East, Group Finance Director, Woolworths Group plc         020 7479 5179
Celia Gordon-Chute, Tulchan Communications                         020 7353 4200




                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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