Directors' Remuneration Report

This report has been approved by the Board and the Remuneration Committee (the "Committee"). Shareholders will be invited to approve the report at the 2009 Annual General Meeting.

Remuneration Committee

Composition of the Committee

The members of the Committee who served during the year, all of whom were independent Directors, were:

Roger Devlin (Chairman) (appointed Chairman 31 May 2008)
Barry Gibson (Chairman) (resigned 31 May 2008)
Miranda Curtis (appointed 1 June 2008)
Tim Score

Role of the Committee

The key responsibilities of the Committee are to:

• determine the fees of the Chairman;
• determine the remuneration and conditions of employment (including any termination arrangements) of the Executive Directors;
• approve the remuneration and conditions of employment of the Divisional Chief Executives and Company Secretary;
• review the remuneration and conditions of employment of the senior management team; and
• select and appoint any remuneration consultants who advise the Committee.

The full terms of reference of the Committee are available on the Company's website at www.nationalexpressgroup.com.

Advisors to the Committee

The Committee has appointed independent remuneration consultants, Hewitt New Bridge Street (HNBS) to advise on all aspects of senior executive remuneration. HNBS has no other connection with the Group other than in the provision of advice on executive and employee remuneration.

The Chief Executive and Chief Executive UK Division provide guidance to the Committee on remuneration packages for senior executives employed by the Group (but not in respect of their own remuneration).

Activities of the Committee

During the year the Committee considered the following items of business:

• Executive Directors' and senior executives' salary levels and 2007 annual bonus awards;
• Annual bonus scheme terms for 2008;
• Review of the Chairman's fees;
• The total shareholder return comparator group used in the Long Term Incentive Plan's performance condition;
• 2008 award levels under the Company's Long Term Incentive Plan and WMT Long Service Option Scheme;
• Testing of performance conditions and vesting of Long Term Incentive Plan awards granted in 2005;
• Long Term Incentive Plan entitlements upon redundancy;

The Committee's recommendations in 2008 were all accepted and implemented by the Board.

Remuneration of Non Executive Directors

The fees of the Non Executive Directors are set by the Board as a whole following an annual review. The review takes account of fees paid for similar positions in the market, the time commitment required from the Director (estimated to be 100 days per year for the Chairman and 20 days per year for the other Non Executive Directors) and any additional responsibilities undertaken, such as acting as Chairman to one of the Board Committees or Senior Independent Director. Non Executive Directors are not eligible to receive pension entitlements or bonuses and may not participate in share option schemes. For 2008 the basic fee for acting as a Non Executive Director was £44,000 a year. A fee of £7,000 is paid for chairing a Committee. An additional fee of £5,000 is paid to the Senior Independent Director. The fees of the Non Executive Directors will not increase in 2009.

Remuneration policy for Executive Directors

Remuneration policy is based on the following broad principles set by the Committee:

• to provide a competitive remuneration package to attract and retain quality individuals;
• to align remuneration to drive the overall objectives of the business;
• to align the interests of management with the interests of shareholders; and
• to provide the foundation for overall reward and remuneration beyond the specific roles falling within the direct remit of the Remuneration Committee.

The objective of this policy is aligned with the recommendation of the Combined Code on Directors' remuneration. That is to provide a level of remuneration "to attract, retain and motivate Directors of the quality required to run the Company successfully, but avoid paying more than is necessary for this purpose. A significant proportion of Executive Directors' remuneration should be structured so as to link rewards to corporate and individual performance."

In implementing its policy, the Committee gives full consideration to the principles set out in the Combined Code on Corporate Governance with regard to Directors' remuneration.

Remuneration policy is reviewed on an ongoing basis against the Committee's broad principles and in light of emerging best practice in corporate governance. The Group operates a leadership and development programme which includes an appraisal system for Directors and senior management. The appraisal system uses balanced scorecards to assess performance against financial, customer, operational and people objectives. The results of the annual appraisal system are taken into consideration when setting remuneration levels.

While not directly relevant to National Express, the Committee has considered the Company's current remuneration policy in light of the recent Financial Services Authority's (FSA) letter to Chief Executives of UK financial institutions. The conclusion of the Committee was that the current remuneration structure at the Company remains appropriate in light of the good practice suggestions of the FSA.

Elements of remuneration

Summary of the components of the Executive Directors' remuneration.

	Objective	Performance period	Policy
Basic salary	To position at a competitive level for similar roles within comparable markets.	Annually	Individual pay levels (using comparable mid-market data for guidance) are determined by reference to the individual's performance, experience in post and potential.
Performance-related bonus	To incentivise delivery of performance objectives.	1 year	Bonus payments are based on the achievement of specified corporate objectives.
Pension	To provide competitive benefits in line with market practice and to act as a retention mechanism and reward long service.	Ongoing	The policy is to provide market competitive retirement benefits. Only basic salary is pensionable.
Long Term Incentive Plan	To drive performance, aid retention and align the interests of Executive Directors with shareholders.	3 years	Half of any award is subject to EPS growth. The remaining half is subject to the relative total shareholder return (TSR) of the Company compared against a bespoke peer group.
Other benefits	To provide competitive benefits in line with market practice.	Ongoing	Executive Directors receive a fully expensed car, private health and long term sickness insurance. A cash alternative may be provided according to individual circumstances.

(i) Basic salary

The salary of individual Executive Directors is reviewed at 1 January each year. Account is taken of the performance of the individual concerned, together with any change in responsibilities that may have occurred and the rates for similar roles in two comparator groups of companies. In addition, due consideration is given to proposed pay increases and remuneration elsewhere in the Group. The comparator groups for the 2008 financial year were a group of transport sector companies with a median market capitalisation of £1,925 million and a group of companies from the FTSE Mid 250 drawn from all sectors with a median market capitalisation of £1,995 million which reflected that of National Express at the time of completing the review. For 2009 the comparator groups will be based on similar groups of transport/leisure and general sector companies drawn from the FTSE 250. In 2009 there will be no increase in the basic salary of the Executive Directors.

(ii) Performance-related bonus

The maximum potential bonus payable to Executive Directors in 2008 was 100% of salary. 70% of the bonus payable was based on financial targets and 30% based on non-financial targets. The non-financial targets encompass customer, operational excellence and people objectives. No bonus is payable unless the Group's normalised profit budget is achieved. The definition of normalised profit is set out in the Glossary. Directors receive 50% of that part of the bonus referable to financial targets upon achieving budget and 100% of that part upon achieving a stretch target which, for 2008, was 107% of budget. In terms of actual performance against the targets set for the financial year under review, the result was 102.9% of budgeted profit before tax. Bonus entitlements of Executive Directors who were in post for the whole of 2008 were in the range of 66% to 77%. However, Richard Bowker voluntarily waived 33% of his bonus entitlement and Ray O'Toole voluntarily waived 25% of his entitlement. As a result bonus entitlements of Executive Directors were in the range of 44% to 58%. Furthermore, any bonuses awarded in respect of the 2008 calendar year will not be paid in 2009 but will, rather, be deferred for a period of one year. Half of each award will be a cash deferred award conditional upon the continued employment of the relevant Director. The other half of each award will be converted (at the average of the closing price for the Company's shares during the five business days from 3 March to 9 March 2009 inclusive) into deferred forfeitable ordinary shares of the Company. Subject to the terms of the award and the relevant Director's continued employment, these awards will ordinarily vest on 10 March 2010.

In line with the Association of British Insurers' Guidelines on Responsible Investment Disclosure, the Committee ensures that the incentive structure for Executive Directors and senior management will not raise environmental, social or governance ("ESG") risks by inadvertently motivating irresponsible behaviour. More generally, with regard to the overall remuneration structure, there is no restriction on the Committee which prevents it from taking into account corporate governance on ESG matters and the Committee takes due account of issues of general operational risk when structuring incentives.

For 2009 bonus payments will be based on a similar structure but with the maximum potential bonus opportunity reduced to 75% of salary.

(iii) Pensions

Under the terms of their service agreements, Executive Directors are either entitled to become members of one of the Group pension schemes or to receive payment of a fixed percentage of salary.

Adam Walker was a member of the National Express Group Staff Pension Plan ("the Plan") which is an HM Revenue & Customs (HMRC) approved defined benefit scheme until 26 March 2008. The benefits from this Plan are subject to HMRC limits. Spouses' pensions are provided in accordance with the terms of the Plan. Ray O'Toole was a member of this Plan until 7 April 2006 and he now receives a salary supplement of 44% in lieu of pension contributions. Neither Richard Bowker nor Jez Maiden is a member of a company pension scheme and each receives a 25% salary supplement in lieu of pension contributions. Life assurance of four times' basic annual salary is provided for the Executive Directors.

(iv) Incentive scheme and share options

(a) Long term incentive arrangements
The National Express Group Long Term Incentive Plan (LTIP) was approved by shareholders at the 2005 Annual General Meeting and operates as the Company's sole type of executive long term incentive arrangement. The LTIP consists of annual awards of performance and matching shares. Details of the plan are provided below.

Performance shares
Executive Directors are eligible to receive a conditional award of shares up to an equivalent of 1 x their annual basic salary. The vesting of the award is conditional on meeting the performance conditions set out below.

Matching shares
Executive Directors are also eligible to receive awards of matching shares that are based on a personal investment in National Express Group PLC shares funded either through a personal investment (for example using an annual bonus award) or through pledging of shares not already allocated to the LTIP. The maximum investment/pledge is 30% of gross salary per annum. Matching awards are based on the ratio of 100 shares for every 30 shares purchased. This is a two for one ratio on a gross income tax basis. Matching share awards are also conditional on the performance conditions set out below.

If a participant ceases employment before vesting for a "compassionate" reason (eg redundancy, retirement, death in service, sale of business out of the Company's group) his awards will ordinarily vest. The extent of vesting will be determined by applying the relevant performance conditions to the date of cessation and scaling back the number of shares awarded on a pro rata basis (rounded up to the next complete six month period from the date of grant) unless the Committee determines that it would be inappropriate to apply a pro rata reduction. Awards lapse on cessation of employment for any other reason.

Performance conditions

There are two distinct performance conditions applying to awards made. First, the performance condition attached to one-half of an award (Part "A") is based on the Company's normalised diluted earnings per share ("EPS") growth performance in excess of inflation over a fixed three-year period (three financial years commencing with the financial year in which the award is made). The performance condition attached to the other half of an award (Part "B") is based on the Company's TSR performance over the same fixed three-year period relative to the TSR performance of a comparator group of 20 transport companies taken predominantly from the FTSE Industrial Transportation and FTSE Travel & Leisure sectors. The companies comprising the comparator group have been chosen on the basis of their comparability to National Express Group PLC (based on their size and scope of business operations). There is no ability to retest either performance condition.

For awards made in 2006, 2007 and 2008 Parts A and B will vest to the extent that the performance conditions set out in the tables below are met:

Average growth in the Company's normalised diluted EPS* in excess of inflation ("CPI"*)	Percentage of Part A that vests
Less than 3%	0%
3%	30%
6%	100%
Between 3% and 6%	30%-100% pro rata

*Normalised diluted earnings per share and CPI are as defined in the Glossary on page 133.

Rank of the Company's Total Shareholder Return against a comparator group	Percentage of Part B that vests
Below median	0%
Median	30%
20th percentile	100%
Between median and 20th percentile	30%-100% pro rata

EPS and TSR were chosen for the LTIP as the most appropriate measures of National Express's long term performance since EPS remains an important growth measure and driver and TSR improves shareholder alignment and is consistent with Company objectives of providing long term returns to shareholders.

The following table sets out the percentage of each extant award that would have vested if the performance conditions had been tested as at 31 December 2008 (without making any allowance for pro rata reduction for any period of less than three years).

Indicative percentage of LTIP awards vesting based on performance to 31 December 2008

Year of award	TSR element (max 50%)	EPS element (max 50%)	Total (max 100%)
2006	20.8%	38.6%	59.4%
2007	23.1%	50.0%	73.1%
2008	00.0%	50.0%	50.0%

(b) Savings Related Share Option Scheme (Sharesave Scheme)

The Company operates an HMRC approved Sharesave Scheme which is open to all UK employees, including the Executive Directors, who have completed at least six months' service at the date of grant. The options are exercisable after three years at a discount of 10% of the market value of the shares at the time of grant.

Performance criteria

The Committee believes that budgeted profit and/or EPS growth as performance measures for the discretionary bonus scheme and long term incentives provide a transparent and accessible method of gauging the performance of the Company. The Company calculates performance against these performance measures by reference to the profit or earnings per share figures reported in the Company's audited accounts, which the Company believes to be the most transparent and objective measure of the Company's profit or EPS. The Committee also monitors the Group's TSR against both the FTSE All-Share Travel & Leisure Index as a measure against its peer group and the FTSE 250 Index, representing a broad equity market index of which the Company is a constituent member. TSR has been used by the Company as a second performance measure for awards made to Executive Directors under the LTIP as outlined above.

Prior to making awards in 2009, the Remuneration Committee will undertake a review of the ongoing appropriateness of the range of EPS targets in light of the current trading prospects for the Company given the current economic environment and the constituents of the TSR peer group. If it were considered appropriate to make any fundamental changes to the performance targets, it is anticipated that this would be accompanied by a consultation with major shareholders.

The following graphs show a comparison of National Express Group PLC total cumulative shareholder return against that achieved by the FTSE All-Share Travel & Leisure Index and the FTSE 250 Index. These indices have been selected because the Company is a constituent of each index and the Committee, therefore, feels that these are the most appropriate indices to represent the Company's relative performance.

Total shareholder return versus FTSE All-Share Travel & Leisure Index Total shareholder return versus FTSE 250 Index

Year of award	TSR element (max 50%)	EPS element (max 50%)	Total (max 100%)
2006	20.8%	38.6%	59.4%
2007	23.1%	50.0%	73.1%
2008	00.0%	50.0%	50.0%

Directors' service contracts, notice periods and termination payments

Executive Directors

The contract dates and notice periods for the Executive Directors are as follows:

Director	Contract date	Notice period from the Company	Notice period from the Director
Richard Bowker	22 May 2006	12 months	12 months
Ray O'Toole	11 September 2003	12 months	6 months
Jez Maiden	17 November 2008	12 months	12 months
Adam Walker(resigned as a Director 26 March 2008)	11 September 2003	12 months	6 months

The service contracts of all the Executive Directors, which are rolling contracts, contain a provision, exercisable at the option of the Company, to pay an amount on early termination of employment equal to one year's salary. The Company will use the payment in lieu of notice provisions when the speed, certainty and protection of restrictive covenants afforded by such clauses are thought to be in the best interests of the Company and the circumstances surrounding the departure of the relevant Director justify their use.

The service contract of Ray O'Toole has a further provision that, where the Company initiates a termination, other than for cause, within six months of a change of control taking place the Company will exercise its option to make a payment in lieu of notice of an amount equal to the salary and benefits that the Director would have received during the notice period.

In any event the Committee's policy is that payments to Directors on termination should reflect the circumstances that prevail at the time, also taking account of the Director's duty to mitigate if appropriate, which, in the case of Richard Bowker, applies even where the Company elects to make a payment in lieu of notice.

Adam Walker's service contract, until he left service on 26 March 2008, also included the same provisions on leaving service following a change of control as Ray O'Toole's. Adam Walker did not receive any payments in lieu of notice following his resignation.

Under the terms of their service agreements, Board approval is required before any external appointment may be accepted by an Executive Director.

Non Executive Directors

The Non Executive Directors do not have service contracts with the Company but are appointed for an initial three-year term. Non Executive Directors are typically expected to serve for two three-year terms, although their appointment can be terminated either by them or the Company on one month's written notice. It is open to the Company to invite a Non Executive to serve for a further period after the expiry of two three-year terms. All Directors are required to stand at least once every three years for re-appointment by shareholders. The original appointment dates of the Non Executive Directors are:

Jorge Cosmen – 1 December 2005
Miranda Curtis – 1 June 2008
Roger Devlin – 1 October 2007
Sir Andrew Foster – 1 August 2004
Tim Score – 21 February 2005

Senior executive remuneration

The Remuneration Committee reviews and notes the salaries of senior executives within the Group. The salaries of this group of employees by band are as follows:

Salary band£000	Number of executives 2008
>200-410	4
>150-200	11
>100-150	44
>70-100	41

Information subject to audit: Directors' remuneration

Directors' emoluments

	Salary/fees £000	Performance related bonus1 £000	Benefits2£000	Benefits in lieu of pension £000	Total 20083£000	Total 2007 £000
Executive Directors
Richard Bowker	530	233	35	133	931	1,133
Ray O'Toole	400	230	23	175	828	921
Adam Walker (resigned 26 March 2008)	90	-	7	-	97	744
Jez Maiden (appointed 17 November 2008)	44	32	3	11	90	-
Non Executive Directors
David Ross (Chairman) (resigned 9 December 2008)4	183	-	-	-	183	185
Tim Score (Interim Chairman)	58	-	-	-	58	48
Jorge Cosmen (Deputy Chairman)	44	-	-	-	44	43
Miranda Curtis (appointed 1 June 2008)	30	-	-	-	30	-
Roger Devlin	48	-	-	-	48	11
Sir Andrew Foster	44	-	-	-	44	43
Barry Gibson (resigned 31 May 2008)	23	-	-	-	23	53

1.Bonuses for 2008 will be deferred (half in cash and half in National Express Group PLC shares) until 10 March 2010.

2.Benefits in kind include a company car, fuel, life assurance and health insurance.

3.Total remuneration excludes Company pension contributions which are shown below.

4.Until David Ross's resignation, he had a standing instruction for his broker to re-invest his Chairman's fee in National Express Group PLC shares.

Pensions

Pension benefits earned by Directors in the year to 31 December 2008 from both the approved and unapproved plans were:

	Age	NRA+	Accrued benefit at 1 January 2008 £000	Increase in period (net of indexation) £000	Transfervalue of increasein period £000	Accrued benefit at 31 December 2008£000	Transfer value at 1 January 2008 £000	Transfer value at 31 December 2008£000	Movement in transfer value during period less Director's contributions £000
Ray O'Toole*	53	60	35.0	-	-	36.4	490.5	643.4	152.9
Adam Walker**(resigned 26 March 2008)	41	60	45.9	1.6	16.9	49.3	371.3	522.1	145.4

+Normal Retirement Age.

*Ray O'Toole ceased to accrue pension benefits on 7 April 2006.

**Adam Walker ceased to accrue pension benefits on 26 March 2008. Adam Walker paid pension contributions totalling £36,000 up to the date of his resignation.

Directors' shareholdings

Directors' interests and transactions

The beneficial and non-beneficial interests of the Directors in office as at 31 December 2008 are shown below:

	At31 December2008	At1 January 2008 or on appointment if later	Change from 31 December 2008 to26 February 2009
Executive Directors
Richard Bowker	11,828	7,554	-
Ray O'Toole	31,364	24,364	-
Jez Maiden (appointed 17 November 2008)	6,000	6,000	-
Non Executive Directors
Jorge Cosmen	28,530,165	23,017,253	-
Roger Devlin	6,275	-	-
Miranda Curtis (appointed 1 June 2008)	-	-	-
Sir Andrew Foster	-	-	-
Tim Score	-	-	-

(The above table is not subject to audit.)

In order to align the interests of the Directors more closely with the shareholders, the Remuneration Committee has also determined that the Executive Directors should build up a share fund equal to at least one year's salary over a period of five years.

Sharesave Share Option Awards

	Note	At 1 January2008	During year			At 31 December 2008	Option price	Market price at date of exercise	Date from which exercisable	Expiry date
			Granted	Exercised	Lapsed
Richard Bowker	(i)	-	312	-	-	312	922p	-	01.11.11	30.04.12
Ray O'Toole	(i)	-	312	-	-	312	922p	-	01.11.11	30.04.12

Notes

(i)Options granted under the National Express Group Savings Related Share Option Scheme.

Conditional Award of Shares to Jez Maiden

On 17 November 2008, Jez Maiden was granted a share award under a one-off arrangement in relation to his appointment as Group Finance Director. The Committee felt that the award was appropriate to provide compensation for share arrangements forfeited in the process of joining National Express Group PLC and, in doing so, expedite both his recruitment and alignment with the interests of the Company's shareholders.

		At 1 January 2008	During year			At 31 December 2008	Option price	Market price at date of exercise	Date of vesting
			Granted	Exercised	Lapsed
Jez Maiden (appointed 17 November 2008)	First Award	-	21,074	-	-	21,074	-	-	17.11.09
	Second Award	-	21,075	-	-	21,075	-	-	17.11.10
	Third Award	-	28,666	-	-	28,666	-	-	17.11.11

In accordance with Listing Rule 9.4.2(2) the principal terms of the awards are summarised below.

The award comprises three parts, an award over 21,074 shares (the "First Award"), an award over 21,075 shares (the "Second Award") and an award over 28,666 shares (the "Third Award"). Each award is structured as a conditional right to free shares, the terms of which were set after taking account of Jez Maiden's forfeited awards (which included performance and non-performance awards).

Subject to the terms of the awards and Jez Maiden's continued employment, the First Award and Second Award will ordinarily vest on 17 November 2009 and 17 November 2010 respectively.

Similarly, the Third Award will ordinarily vest on 17 November 2011 subject to the terms of the award and continued employment. The extent of vesting of the Third Award is also dependent on the satisfaction of performance targets assessed over a three-year performance period.

The performance targets applying to the Third Award are identical to those set for the 2008 LTIP awards, details of which are set out above (a mix of earnings per share and shareholder return targets).

The awards will ordinarily lapse on cessation of employment save in certain compassionate "good leaver" circumstances (e.g. death and disability). In such circumstances the extent to which the First and Second Awards may vest will be determined by the Committee. In the case of the Third Award the extent of vesting will be dependent on the satisfaction of the performance criteria over the curtailed period and such time pro rata adjustments as the Committee considers appropriate.

In the event of a variation of the share capital, the Committee may make such adjustments to the awards as it considers appropriate.

No amendments to the advantage of Jez Maiden will be made to the material terms of the awards without shareholder approval other than any minor alteration to (i) benefit the administration of the awards (ii) take account of a change in legislation or (iii) obtain or maintain favourable tax, exchange or regulatory treatment for Jez Maiden or the Company.

The Committee may vary the performance conditions applying to the Third Award if an event has occurred which causes it to consider that it would be appropriate to amend the performance conditions, provided the Committee considers the varied conditions are fair and reasonable and not materially less challenging than the original condition would have been but for the event in question.

The awards are not transferable (save on death) or pensionable.

The awards may only be satisfied by market purchased shares (excluding shares held in treasury). A cash equivalent payment may be made in lieu of shares.

Long Term Incentive Plan (LTIP) Awards

Performance shares of 1 x salary are awarded to Executive Directors as nil cost options under the Long Term Incentive Plan. In addition 100 matching shares are awarded for every 30 investment shares pledged or invested by the Director under the share matching element of the LTIP. Further details of the LTIP and the performance conditions that have applied to each award below are shown in the Director's Remuneration Report.

	Note	LTIP Share Awards	At 1 January 2008	During year			At 31 December 2008	Market price on date of award	Market price at date of exercise	Date from which exercisable	Expiry date
				Granted	Exercised	Lapsed
Richard Bowker		Performance shares	48,590	-	-	-	48,590	1032.5p	-	09.11.09	09.05.10
		Matching shares	8,513	-	-	-	8,513	1032.5p	-	09.11.09	09.05.10
		Performance shares	37,878	-	-	-	37,878	1320.0p	-	11.04.10	11.10.10
		Matching shares	16,666	-	-	-	16,666	1320.0p	-	11.04.10	11.10.10
		Performance shares	-	53,400	-	-	53,400	992.5p	-	10.04.11	10.10.11
		Matching shares	-	14,246	-	-	14,246	992.5p	-	10.04.11	10.10.11
Ray O'Toole	(i)	Performance shares	35,287	-	23,888	11,399	-	921.0p	1020p	27.06.08	27.12.08
	(i)	Matching shares	56,613	-	38,325	18,288	-	921.0p	1020p	27.06.08	27.12.08
		Performance shares	38,814	-	-	-	38,814	931.0p	-	06.04.09	06.10.09
		Matching shares	24,600	-	-	-	24,600	931.0p	-	06.04.09	06.10.09
		Performance shares	28,409	-	-	-	28,409	1320.0p	-	11.04.10	11.10.10
		Performance shares	-	40,302	-	-	40,302	992.5p	-	10.04.11	10.10.11
		Matching shares	-	6,666	-	-	6,666	992.5p	-	10.04.11	10.10.11
Adam Walker(resigned 26 March 2008)	(i,ii)	Performance shares	32,573	-	22,051	10,522	-	921.0p	620p	27.06.08	27.12.08
	(i,ii)	Matching shares	32,333	-	21,888	10,445	-	921.0p	620p	27.06.08	27.12.08
		Performance shares	34,501	-	-	34,501	-	931.0p	-	06.04.09	06.10.09
		Matching shares	32,333	-	-	32,333	-	931.0p	-	06.04.09	06.10.09
		Performance shares	27,272	-	-	27,272	-	1320.0p	-	11.04.10	11.10.10
		Matching shares	18,666	-	-	18,666	-	1320.0p	-	11.04.10	11.10.10

Notes

(i)Performance and matching shares granted under the LTIP on 27 June 2005 vested and became exercisable from 27 June 2008 to the extent that the performance conditions had been met. TSR performance had been such as to result in 79.4% of that part of the performance and matching share awards that were subject to the TSR performance condition to vest and the EPS performance had been such as to result in 56% of that part of the performance and matching share awards that were subject to the EPS performance condition to vest.

(ii)Since the performance condition in relation to Adam Walker's 2005 LTIP award (performance and matching share awards) had been met prior to his resignation (as set out in (i) above), the Committee permitted these awards to be exercised on his departure. All other LTIP awards granted to Adam Walker lapsed on 26 March 2008.

In respect of the operation of the Long Term Incentive Plan the Company operates the National Express Group Employee Benefit Trust which currently holds 180,793 shares as at 26 February 2009.

The Register of Directors' Interests maintained by the Company contains full details of the Directors' holdings of shares and options over shares in the Company.The aggregate value of the LTIPs which vested in the year was £999,421 (2007: £nil). The mid-market price of the Company's ordinary shares at 31 December 2008 was 494.75p (2007: 1242p) and the range during the year ended 31 December 2008 was 433.5p to 1236p.

By order of the Board

Roger Devlin
Director and Chairman of the Remuneration Committee
26 February 2009

• Digg
• Delicious
• Reddit
• Stumble Upon