RNS Number:3358S
Imperial Tobacco Group PLC
21 November 2003


Imperial Tobacco Group PLC ("the Company")


Directors' Interests


The following directors were conditionally awarded ordinary shares of 10 pence
each in the Company under the Imperial Tobacco Long Term Incentive Plan ("LTIP")
on 20 November 2003.  The award will vest, free of charge, during November 2006
in proportion to the extent that the performance criterion is achieved.


Under the terms of the LTIP, awards vest on a sliding scale depending on average
real annual growth in Earnings Per Share ("EPS") after adjusting for inflation
over the period of the award.  No vesting occurs unless the Company's annual
average real EPS growth exceeds 3%.  Full vesting occurs if the Company's
average real EPS growth per annum is equal to or exceeds 10%. Between these two
points the award vests on a straight-line basis i.e. 50% vesting where the
average real EPS growth per annum is equal to 6.5%.


The Remuneration Committee may, where factors arise which could distort the EPS
figures, revise the basis on which these figures are derived to ensure
consistency and to ensure the targets remain genuinely challenging and the
outcome, on which LTIP vesting will be determined reflects the real performance
of the business, including maintenance of the long term return on capital
employed.


There is no opportunity to retest if the performance criterion is not achieved



DIRECTOR                       Conditional Awards Granted
                                20 November 2003

Gareth Davis                   47,872
Robert Dyrbus                  30,464
Bruce Davidson                 21,760
David Cresswell                21,760
Frank Regerson                 21,760


R C Hannaford
Company Secretary


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