Director Shareholding

CGNU PLC
1 March 2002


                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    CGNU PLC

2)  NAME OF DIRECTOR

    PHILIP JOHNSON TWYMAN

3)  Please state whether notification indicates that it is in respect of
    holding of the shareholder named in 2 above or in respect of a
    non-beneficial interest or in the case of an individual holder
    if it is a holding of that person's spouse or children under the
    age of 18 or in respect of an non-beneficial interest

    SHAREHOLDER NAMED IN 2 ABOVE AND HIS SPOUSE (MRS C TWYMAN)

4)  Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them. (If notified)

    QUILPEP NOMINEES LIMITED


5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)




6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

    PURCHASE OF SHARES FOR ISAS

7)  Number of shares/amount of
    stock acquired

    1,500 *

8)   (NEGLIGIBLE%)
    of issued Class



9)  Number of shares/amount
    of stock disposed

    NIL


10)  ( N/A %)
    of issued Class



11) Class of security

    ORDINARY SHARES OF 25P EACH


12) Price per share

    714P


13) Date of transaction

    28 FEBRUARY 2002


14) Date company informed

    28 FEBRUARY 2002


15) Total holding following this notification

    37,547


16) Total percentage holding of issued class following this notification

    0.002%


     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

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, number.



21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



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



23) Any additional information

    *  750 SHARES WERE PURCHASED ON BEHALF OF MR TWYMAN AND 750 ON BEHALF
       OF MRS TWYMAN


24) Name of contact and telephone number for queries

    STUART MEAD
    020 7662 8444


25) Name and signature of authorised company official responsible for
    making this notification


    Date of Notification   1 MARCH 2002
                              

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            The company news service from the London Stock Exchange