RNS Number:7796P
Woolworths Group PLC
05 August 2005



CHANGES TO WOOLWORTHS GROUP MANAGEMENT INCENTIVES

Following consultation with major shareholders, Woolworths Group plc today
announces revised employee incentive arrangements and new incentive package for
the Chief Executive.



Revised incentives for Chief Executive Officer


The Board believes that Trevor Bish-Jones' current package does not adequately
reflect his value to the Group.  Retaining Mr Bish-Jones' skills and expertise
for the benefit of the Group in today's retail environment is particularly
important. For this reason the Board has decided to amend his existing incentive
arrangements. These will now include:


*    An opportunity to earn a cash bonus for the current year of up to 120% 
     of salary. This reward will be dependent on meeting a number of targets. 
     These include delivering profits significantly higher than current 
     consensus forecasts, and exceeding targets on performance metrics 
     including like for like sales, margins, stock and cash.


*    A three year share-based plan which could deliver shares equal in value 
     to three times current salary in June 2008.  Two thirds of the total 
     award will be linked to the Company's total shareholder return (TSR) 
     performance vs. the General Retailer Index.  No payment will be made
     unless this performance is at least at the median with a maximum award 
     if the Company performs in the top 20% of this peer group. The remaining 
     third of the total award will vest provided that Mr Bish-Jones is still 
     employed by the company on 30 June 2008 and conditional on him retaining 
     his existing shareholding in the company until that date.  The number of 
     shares awarded will be based on the price of 36.2 pence per share, the 
     average of the share price over the one month period of June 2005.


Share investment plan for senior executives

A new management investment plan provides the directors of subsidiary companies
and selected members of senior management (52 people) with the opportunity to
invest their own money in Woolworths Group shares.  The maximum individual
investment for most participants is #10,000 and over #0.5 million has been
invested.  Additional shares, matched on a one for one basis, will be allocated
each year for the next three years provided that Group profit targets are met
and the participant does not dispose of any of the shares they have acquired
before 30 June 2008. All the share allocations will be released after three
years to those individuals who remain employed in the Group.


Employee Share Awards

Over 1.2 million share awards were made in June to more than 1,000 colleagues.
The minimum allocation is 1,000 shares per employee and they will vest in two
years time.  In this way all store managers and other senior staff can benefit
from an improved Group performance.


No new shares will be issued for any of these plans.


Andrew Beeson, Chairman of the Woolworths Group Remuneration Committee, said:

"These revised management incentives and employee share schemes which will
better align our employees' interests with those of our shareholders, with whom
we have had discussions."


Gerald Corbett, Chairman, said:

"Trevor Bish-Jones is a highly regarded retailer and a valuable asset to the
business. We feel that it is crucial to retain him and other executives who
continue to lead the Group through challenging trading conditions."


- Ends -



For further information contact:

Celia Gordon Shute, Tulchan Communications                         0207 353 4200
Julie Foster, Tulchan Communications                               0207 353 4200





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

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