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

(i)

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

Yes - IPGL Limited

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

Cash-settled share swap referenced to Ordinary Shares of 10p each ("ICAP 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

Group financing transaction between IPGL Limited and Barclays Bank PLC structured as an equity swap referenced to 7,348,836 ICAP Shares (approximately 1.1% of the issued ICAP shares) and secured by a charge over 7,348,836 ICAP Shares held by INCAP Finance B.V., a wholly-owned subsidiary of IPGL Limited

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)

N/A

N/A

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

Transaction value = £25 million

18 July 2008, London

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

No change

23 July 2008

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 Spencer, his wife and trustees of his family trusts hold approximately 55.1% of the issued shares of IPGL Limited.

Mike Sheard

020 7050 7103

Name of authorised official of issuer responsible for making notification

Deborah Abrehart, Group Company Secretary

Date of notification  24 July 2008

(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.