Director Shareholding

CGNU PLC
17 April 2002

CGNU plc

Notification of directors' interests in shares


Hill Samuel ESOP Trustees Limited have acquired the undernoted shares in
relation to the Free Shares element of the CGNU Share Incentive Plan (the
'Plan'), in their capacity as Trustees' of the Plan.

Because executive directors of CGNU plc are potential beneficiaries of the Plan,
they have a technical interest in each of these acquisitions. However, their
actual interest once awarded will not exceed £3,000 in value under the terms of
the Plan.

Bgn. Date          Shares Purchased          Price          Total held

16 April 2002          379,261               773.00p     1,279,261







R A Whitaker

Group Company Secretary

17 April 2002

Queries:

Andy Hodges

Manager - Share Schemes / Share Registration

[phone]



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