RNS Number:2083C
Woolworths Group PLC
28 April 2006

                              Woolworths Group plc

                         Directors' Interests: Share Awards

Annual Incentive Plan

The following awards of ordinary shares of 12.5p each nominal in the Company
have been made on 27 April 2006 under the Company's Annual Incentive Plan.
These conditional awards were made at a price of 34p and will vest, subject to
the rules of the Plan on 27 April 2009, provided also that the director remains
in employment with the Company at that time.

The basic Award is as follows:
                                                                      Shares


Stephen East                                                          98,471

Stephen Lewis                                                         86,718

Lloyd Wigglesworth                                                    86,718

In accordance with the rules of the Plan additional shares may be awarded for
achievement of performance targets over the vesting period which ends on 27
April 2009 and provided that the director remains in employment with the Company
at that time.  The following table sets out how any additional share award will
vary in line with the increase in EPS.

                                               Increase in EPS                          Shares

Stephen East                                   Less than 2% pa                            Nil
                                                    2% pa                                29,541
                                                    3% pa                                49,235
                                                    4% pa                                73,853
                                                    5% pa                                98,471


Stephen Lewis                                  Less than 2% pa                            Nil
                                                    2% pa                               26,015
                                                    3% pa                               43,359
                                                    4% pa                               65,038
                                                    5% pa                               98,718

Lloyd Wigglesworth                             Less than 2% pa                            Nil
                                                    2% pa                               26,015
                                                    3% pa                               43,359
                                                    4% pa                               65,038
                                                    5% pa                               98,718



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 27 April 2006 under the Company's Performance Share Plan.
These conditional awards were made at a price of 34p and will vest, subject to
the rules of the Plan and the future performance of the Company, on 27 April
2009, provided also that the director remains in employment with the Company at
that time.

The awards for on target performance are as follows:

                                                                      Shares

Stephen East                                                          182,353

Stephen Lewis                                                         160,588

Lloyd Wigglesworth                                                    160,588







In accordance with the rules of the Plan, the conditional awards may increase or
decrease depending 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 the awards will vary in line with the increase in EPS.


                                               Increase in EPS                          Shares

Stephen East                                   Less than 6% pa                            Nil
                                                    6% pa                                91,176
                                                    8% pa                               182,353
                                                    10% pa                              273,529
                                                    12% pa                              364,706
                                                    15% pa                              455,882


Stephen Lewis                                  Less than 6% pa                            Nil
                                                    6% pa                                80,294
                                                    8% pa                               160,588
                                                    10% pa                              240,882
                                                    12% pa                              321,176
                                                    15% pa                              401,471

Lloyd Wigglesworth                             Less than 6% pa                            Nil
                                                    6% pa                                80,294
                                                    8% pa                               160,588
                                                    10% pa                              240,882
                                                    12% pa                              321,176
                                                    15% pa                              401,471



No new shares will be issued to satisfy these awards.







The interest of each of the directors in options and ordinary shares of
Woolworths Group plc, following the grant of these awards, is:








                                                                                        Conditional

                                              Shares             Share options          Share Awards


Stephen East                                  100,000                 Nil                 456,006*

Stephen Lewis                                  38,728              1,372,490              659,863*

Lloyd Wigglesworth                            17,000                251,189               650,305*



*  This figure assumes on target performance is achieved.





The company was notified of the awards on 27 April 2006.







28 April 2006
Jonathan Bloom
Company Secretary





                                    - ends -





For further information contact :-



Jonathan Bloom, Company Secretary, Woolworths Group plc:  020 7706 5033



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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