Director Shareholding-Amendmt

CGNU PLC
17 June 2002



The issuer has made the following amendment to the Director Shareholding
announcement released on 4 April 2002 at 09.01 under RNS No 9540T.

The figures shown in the original announcement for the number of shares 
awarded to Richard Harvey under the Deferred Bonus Plan were overstated.
The correct figures of 36,462 Bonus Plan Shares and 36,462 Matching Award are 
shown in the revised table below (as opposed to 37,330 shares as shown for both 
figures in the original announcement).

All other details remain unchanged.

The full corrected version is shown below.
   


The executive directors of CGNU plc have increased their interests in the 
ordinary share capital of the Company following the award of shares on 22 March 
2002 under the CGNU Long Term Incentive Plan and the CGNU Deferred Bonus Plan 
which were approved by shareholders on 24 April 2001. The vesting of the Long 
Term Incentive Plan shares is subject to performance conditions.

The details of the awards are shown below.


CGNU Long Term Incentive Plan

Name             Date of Grant      Price         Award of Shares
               
M N Biggs        22.03.02           766p          54,177
R J Harvey       22.03.02           766p          86,814
P G Scott        22.03.02           766p          54,177
P J Snowball     22.03.02           766p          45,691
P J Twyman       22.03.02           766p          57,441
A B Wyand        22.03.02           766p          60,704


CGNU Deferred Bonus Plan

Name             Date of Grant      Price         Bonus Plan        Matching
                                                  Shares            Award

M N Biggs        22.03.02           766p          23,296            23,296
R J Harvey       22.03.02           766p          36,462            36,462
P G Scott        22.03.02           766p          22,212            22,212
P J Snowball     22.03.02           766p          18,276            18,276
P J Twyman       22.03.02           766p          17,232            17,232
A B Wyand        22.03.02           766p          26,103            26,103




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