Director/PDMR Shareholding

1.

Name of the issuer

2.

State whether the notification relates to (i) a

transaction notified in accordance with DTR 3.1.2 R, 

(ii) a disclosure made in accordance 

LR 9.8.6R(1) or

(iii) a disclosure made in accordance with section 793 of the Companies Act (2006).

ICAP plc

(iii)

3.

Name of person discharging managerial

responsibilities/director

4.

State whether notification relates to a person

connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person

Michael Spencer

5.

Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a nonbeneficial

interest 

6.

Description of shares (including class), debentures or derivatives or financial instruments relating to shares

Michael Spencer

Ordinary 10p shares

7.

Name of registered shareholders(s) and, if more than one, the number of shares held by each of them

8.

State the nature of the transaction

Share options exercised under the maturing 2005 3 year Sharesave Scheme

9.

Number of shares, debentures or financial

instruments relating to shares acquired

10.

Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)

4,229 

0.00065%

11.

Number of shares, debentures or financial

instruments relating to shares disposed

12.

Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)

N/A

N/A

13.

Price per share or value of transaction

14.

Date and place of transaction

Option price 224p per share

26 January 2009

15.

Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)

16.

Date issuer informed of transaction

138,076,836 21.31%

(See additional details below)

26 January 2009

17.

Date of grant

18.

Period during which or date on which exercisable

19.

Total amount paid (if any) for grant of the option

20.

Description of shares or debentures involved (class and number)

21.

Exercise price (if fixed at time of grant) or

indication that price is to be fixed at the time of exercise

22.

Total number of shares or debentures over which options held following notification

23.

Any additional information

24.

Name of contact and telephone number for queries

Mr and Mrs M Spencer own approximately 55.10% of IPGL Limited which in turn owns 100% of INCAP Finance B.V. Accordingly, Mr and Mrs M Spencer are deemed to be interested in all the shares in ICAP plc held by INCAP Finance B.V (130,769,560) respectively. A trust fund of which their children are beneficiaries holds a further 50,000 shares and 6,256,247 shares are held by Halifax EES Trustees International Ltd as trustee of the ICAP Employee Share Trust. The shares held in the ICAP Employee Share Trust include basic awards to Michael Spencer under the BSMP and matching awards under the BSMP in respect of which there are no unsatisfied performance or continuity of employment conditions. Michael Spencer holds 1,001,029 shares in his own name.

Name of authorised official of issuer responsible for making notification

Deborah Abrehart, Group Company Secretary

Date of notification  26 January 2009

(1)

An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.

(2)

An issuer making a notification in respect of a derivative relating the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24.

(3)

An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24.

(4)

An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.