Issue of Equity

Beazley Group PLC
01 November 2004




                                                                 1 November 2004

For publication in the United Kingdom only. Not for release, publication or
distribution into any other jurisdiction including the United States, Canada,
Japan, Australia or the Republic of Ireland.

Beazley Group plc ('Beazley')

£105m fully underwritten Rights Issue to support acquisition of US admitted
lines insurer and to fund future capital requirements

The Rights Issue

   •4 New Shares for 7 Existing Shares

   •Issue price of 84p per share represents a discount of 8% to Beazley's
    closing price on 29 October, the last business day prior to announcement

   •Issue to raise approximately £105m, net of expenses

   •Fully underwritten by Numis Securities

Reasons for the Rights Issue

   •Funds to acquire and capitalise Omaha Property and Casualty Insurance
    Company, a US admitted lines insurer, from Mutual of Omaha Insurance
    Company, subject to regulatory approvals in the US

   •Funds to support Beazley's increased participation in its existing
    underwriting business at Lloyd's; participation of managed Syndicates
    increased from 54% to at least 70% for 2005

   •Sufficient equity funds available to support foreseeable capital
    requirements

Financial Highlights

   •Immediately enhances net assets per share

   •Strong dividend commitment, Board expects:

   - Full year 2004 dividend at not less than 1p per share (0.75p at end 2003)
   - Full year 2005 dividend not less than 4p

Commenting, Andrew Beazley, Chief Executive of Beazley said:

'The acquisition of a US admitted lines insurer accelerates Beazley's access to
exciting business opportunities throughout the region. Our experienced
management team is already in place and we all look forward to building a
business that complements Beazley's existing specialist strengths.

The proposed Rights Issue allows Beazley to benefit immediately from the
increased share we have obtained for 2005 in the group's continuing underwriting
activities at Lloyd's and secures the group's capital requirements for the
foreseeable future.'

The Rights Issue is conditional upon, amongst other things, shareholder approval
which will be sought at an Extraordinary General Meeting of the Company which is
to be held at 4.30 p.m. on 17 November 2004.

This summary should be read in conjunction with the detailed announcement which
follows.

A presentation for analysts will be held at 11.00 a.m. today at the offices of
Beazley, One Aldgate, London, EC3N 1AA.

Enquiries:

Beazley Group plc                                 Tel: [phone]
Andrew Beazley, Chief Executive
Andrew Horton, Finance Director

Finsbury Group                                    Tel: [phone]
Melanie Gerlis
Nicola Hobday

Numis Securities Limited                          Tel: [phone]
Simon Law

Lexicon Partners Limited                          Tel: [phone]
Angus Winther

The Directors of Beazley are the persons responsible for the information
contained in this document. To the best of the knowledge and belief of the
Directors (who have taken all reasonable care to ensure that such is the case),
the information in this document is in accordance with the facts and does not
omit anything likely to affect the import of such information.

The contents of this announcement have been approved by Numis Securities Limited
for the purposes of section 21(2)(b) of the Financial Services and Markets Act
2000.

Numis Securities Limited, which is regulated in the United Kingdom by the
Financial Services Authority, is acting for the Company and no one else in
connection with the Rights Issue and will not be responsible to anyone other
than the Company for providing the protections afforded to the customers of
Numis Securities Limited or for providing advice in relation to the Rights
Issue.

Lexicon Partners Limited, which is regulated in the United Kingdom by the
Financial Services Authority, is acting for the Company and no one else in
connection with the Rights Issue and will not be responsible to anyone other
than the Company for providing the protections afforded to the customers of
Lexicon Partners Limited or for providing advice in relation to the Rights
Issue.

This announcement shall not constitute, or form part of, an offer of, or the
solicitation of any offer, to subscribe for or buy any of the New Ordinary
Shares to be issued or sold in connection with the Rights Issue. Offers should
only be made on the basis of information contained in the Prospectus to be
issued in due course in connection with the Rights Issue and any supplements
thereto. The Prospectus will contain detailed information about the Rights
Issue, Beazley and its management, as well as financial information. The offer
of the New Ordinary Shares in certain jurisdictions may be restricted by law and
therefore potential investors should inform themselves about and observe any
such restrictions.

This announcement and the information contained herein is not for release,
publication or distribution in or into the United States, Canada, Australia,
Japan or the Republic of Ireland.

                               Beazley Group Plc
   £105 million fully underwritten Rights Issue to support acquisition of US
         admitted lines carrier and to fund future capital requirements

1. Introduction

Your Board has today announced that it is to raise approximately £105 million
(net of expenses) by means of a Rights Issue of up to 131,134,252 New Ordinary
Shares at 84 pence per share on the basis of 4 New Ordinary Shares for every 7
Existing Ordinary Shares.

The Rights Issue has been fully underwritten by Numis Securities.

The Issue Price of 84 pence per share represents:

   • an 11 per cent. discount to the average closing middle market price of
    94.9 pence per Ordinary Share for the six month period ended 29 October
    2004, the last business day prior to the announcement of the Rights Issue;
    and

   • an 8 per cent. discount to the closing middle market price of 91.5 pence
    per Ordinary Share on 29 October 2004, the last business day prior to the
    announcement of the Rights Issue.

The Rights Issue is conditional upon, amongst other things, Shareholder approval
which will be sought at the Extraordinary General Meeting of the Company which
is to be held on 17 November 2004.

2. Information on Beazley

The Company is the holding company of the Beazley Group, which includes Beazley
Furlonge, a Lloyd's managing agent, Beazley Underwriting, a corporate member of
Lloyd's and Beazley USA Services, Inc., ('BUSI') a recently formed US managing
general agent.

Beazley Furlonge is the managing agent of Syndicate 623 and Syndicate 2623.
Beazley Underwriting is the sole underwriting member of Syndicate 2623.
Syndicate 2623 underwrites in parallel with Syndicate 623. Under the parallel
syndicate structure, Beazley Furlonge manages Syndicate 623 and Syndicate 2623
as a single underwriting unit. All premiums, claims, expenses and any
reinsurance to close of a prior year of account are split between the Syndicates
pro rata to each Syndicate's underwriting capacity for the relevant year of
account, resulting in risk profiles and underwriting profitability levels which
mirror each other on a proportional basis.

The Syndicates underwrite a broadly spread account of both insurance and
reinsurance business across four divisions: Specialty Lines, Property,
Reinsurance and Marine. The Syndicates are a frequent lead underwriter in their
main lines of business and have returned a profit to members in every closed
year of account since 1986. The Directors believe that this record of
profitability has been achieved by applying the Group's underwriting expertise
and by building balanced, non-correlating and geographically diverse specialist
risk portfolios in its selected areas of business. The Beazley Group has an
underwriting track record that is more stable than the Lloyd's market average.
Both Syndicates have an A (Excellent) rating from A.M. Best.

Capacity structure

The following table shows the growth in the underwriting capacity of the
Syndicates and the participation of Beazley Underwriting for the 1999 to 2005
years of account:

                              1999   2000   2001   2002   2003   2004   2005
Managed capacity (£ million)    95    125    215    403    660    741    741
Growth                           -     32%    72%    87%    64%    12%     -
Beazley Group participation      -      -      2%     4%    50%    54%    70%

The underwriting capacity managed by Beazley Furlonge increased between 1999 and
2004 in response to improving market conditions. The growth was mainly achieved
in existing areas of expertise rather than by entering new business sectors. For
the 2005 year of account, managed capacity is planned to remain at £741 million,
subject to approval by Lloyd's.

Following the flotation of Beazley in November 2002, Beazley Underwriting became
the sole underwriting member of Syndicate 2623, increasing the Beazley Group's
participation in the managed capacity of the Syndicates to 50 per cent. Since
then, the Beazley Group has increased its participation, by acquiring Syndicate
623 capacity through the Lloyd's auction process, to 54 per cent. for 2004 and
70 per cent. for 2005.

For 2004, Beazley Group's underwriting is supported by £132 million of the
Company's own funds and a £19.5 million letter of credit as well as a continuous
solvency transfer from the 2003 year of account which was permitted by Lloyd's.
The capital required for 2004 was 40 per cent. of capacity, which was the
minimum allowed under the risk based capital model at Lloyd's.

The risk based capital model applied by Lloyd's calculates capital requirements
based on the underwriting risks in relation to future business that the Group
intends to write in the next year of account and the reserving risks for
business written by the Group in previous years of account. Since Beazley has
been expanding and has developed a reasonable sized medium tail portfolio of
risks, the Beazley Group's reserves have increased and therefore the required
reserving risk capital has also increased. For the 2005 underwriting year, the
Group's risk based capital ratio is expected to increase to 48 per cent.

The FSA issued Consultation Paper 04/7 in April 2004 regarding its new
prudential requirements for insurance business conducted at Lloyd's. This
included guidance on Individual Capital Adequacy which aims to achieve a better
assessment of the capital needed to support each syndicate at Lloyd's based on
modeling individual syndicate financial robustness under a number of possible
scenarios.

Most of the changes proposed in CP 04/7 are due to come into effect on 1 January
2005. The Company is well advanced in its project to deliver the Beazley Group's
internal assessment of capital required under this new regime by early 2005.

Interim results for the six months ended 30 June 2004

Beazley announced its unaudited interim results for the six months ended 30 June
2004 on 8 September 2004.

The Beazley Group's gross written premiums increased to £211 million (2003: £162
million), reflecting an increase in the Group's participation in the managed
capacity of the Syndicates from 50 per cent. in 2003 to 54 per cent. in 2004 and
increased business flows in the Specialty Lines division. Net earned premiums
increased to £125 million (2003: £28 million), reflecting Beazley earning a
greater proportion of written premiums than was the case in the previous year,
which was the first year in which the Group had operated as an integrated
Lloyd's vehicle. The combined ratio of the Group was 90 per cent. The Group
reported a profit before tax of £22.2 million (2003: £2.5 million). As at 30
June 2004, the Group had net assets of £167.3 million and net tangible assets of
£160.4 million.

As at 30 June 2004, the Group had investment assets to the value of £352
million, an increase of approximately 90 per cent. on the equivalent figure as
at 30 June 2003. The Board believes that the Beazley Group's investment assets
will continue to grow as the average duration of the Group's claims payment is
approximately three and a half years. Therefore, the income derived by the Group
from these investments can be expected to increase accordingly.

As at 30 June 2004, the Group had net unearned premium reserves of £137 million,
an increase of approximately 85 per cent. on the equivalent figure as at 30 June
2003. The Board believes that the Beazley Group's increasing unearned premium
reserves represent an important source of future earnings for the Group as the
business which is represented by these reserves was written at a time when
market conditions were very attractive.

3. Background to and reasons for the Rights Issue

In summary, the reasons for the Rights Issue are:

   • to provide the capital required to support the continued growth in the
    Beazley Group's underwriting at Lloyd's; and

   • to acquire and capitalise a US admitted lines insurer to improve further
    the Group's access to specialty lines and property business in the US
    market.

Capital support for Lloyd's underwriting

Through the Lloyd's auction process, the Beazley Group has been successful in
purchasing additional 2005 capacity of £109 million on Syndicate 623 at a total
cost of £1 million (equivalent to an average price of 0.9 pence per £1 of
capacity). The Board believes that this capacity acquisition represented an
excellent opportunity to increase substantially the capacity ownership of the
Beazley Group on attractive terms. The capacity acquisition will increase
shareholders' participation in the performance of the Syndicates and the Board
expects that this will provide prospects for future earnings growth at a time
when Beazley's managed capacity is being maintained at its current level
reflecting a disciplined underwriting approach in current market conditions.

As a result of this purchase and taking into account the £11 million which the
Directors believe will be assumed by the Beazley Group as a result of certain
Syndicate 623 underwriting members choosing not to participate in the 2005 year
of account, the Beazley Group's participation in the managed capacity of the
Syndicates will increase from 54 per cent. in 2004 to approximately 70 per cent.
for the 2005 year of account.

The Directors expect that the Beazley Group will be required by Lloyd's to
provide approximately £232 million of funds at Lloyd's to support its increased
2005 year of account owned capacity of £517 million (based on an expected risk
based capital ratio of 48 per cent. and the benefit of the continuous solvency
transfer allowed by Lloyd's from prior years of account).

The Board has considered a number of options, including the provision of
reinsurance capital, for providing this increase in the solvency capital
required by Lloyd's. The Board has concluded that the capital should be provided
by utilising approximately £82 million of the funds raised from the Rights Issue
thereby increasing the Company's own funds at Lloyd's from £132 million to £214
million as well as drawing down part of the bank facility arranged through
Lloyds TSB earlier this year.

The Directors anticipate that the Beazley Group may have further opportunities
to increase its participation on the Syndicates for the 2006 underwriting year
on attractive terms. Furthermore, the Directors anticipate that the Beazley
Group's funds at Lloyd's requirements may increase in 2006 as the Beazley
Group's reserving risk capital requirements will again increase. The Directors
are confident that, taking into account the net proceeds of the Rights Issue,
the Beazley Group's banking facilities and the other sources of capital
potentially available (including the potential for further Lloyd's solvency
credits, issues of subordinated loan notes, an increased debt facility and
capital from reinsurance providers), the Beazley Group will be able to finance
these increased capital requirements without further recourse to shareholders.

Acquisition of US admitted lines insurer: Beazley Insurance Company, Inc ('BICI')

The Beazley Group established BUSI, a US managing agency company, earlier this
year to complement the business currently written by the Group and provide
business opportunities unavailable through the Lloyd's market. The Directors
believe that BUSI will enable Beazley to deliver service nearer to its
customers, and therefore enable the Group to ensure better control over the
quality of accounts underwritten, lower acquisition costs and allow better
ownership of the US portfolio. In particular, the Directors believe that BUSI
will be able to access small and middle market specialty lines and property
business that is not currently underwritten at Lloyd's owing to distribution
costs disadvantages. Hence BUSI will provide stability to the Speciality Lines
and Property accounts of the Group.

The Company has today announced a further key development in its US strategy
with the agreement to acquire Omaha Property and Casualty Insurance Company, a
US admitted lines insurance company, from Mutual of Omaha Insurance Company for
a cash consideration of approximately US$21 million (comprised of US$9 million
goodwill for the value of US State Insurance licences plus approximately US$12
million of net assets). It is proposed that Omaha Property and Casualty
Insurance Company will be renamed Beazley Insurance Company, Inc. Following the
acquisition, BUSI will be able to underwrite admitted lines business on behalf
of BICI as well as surplus lines business on behalf of the Syndicates, thereby
enabling the Group to access business in its chosen sectors on the same basis as
US insurance companies. The acquisition is subject to regulatory approval and is
expected to complete before the end of the first quarter of 2005.

The Board has chosen to focus the Group's US strategy on business lines in which
Beazley has considerable existing knowledge:

   • The specialty lines operation will offer national coverage for errors
    and omissions, directors and officers, employment practices liability,
    fiduciary and fidelity risks. Specialty lines will operate from a
    centralised underwriting unit in Hartford, Connecticut and develop
    relationships with those brokers who control the targeted risks.

   • The property operation will initially focus on high valued home owner
    risks in the following regions: North Florida, Georgia, South Carolina and
    North Carolina. The Board intends to consider a potential future expansion
    into other property product lines. The property operation will be based in
    Ponte Vedra Beach, Florida, enabling it to trade directly with those
    brokers, agents and selected wholesalers who control business in the
    targeted regional markets.

BUSI will operate within Beazley's overall integrated management structure with
production underwriters in the US writing business both on behalf of the
Syndicates, which have allocated part of their 2005 capacity to BUSI, and,
following its acquisition and capitalisation, BICI. Beazley has appointed Jeff
Koenig as Chief Operating and Financial Officer of BUSI and has recruited
Nicholas Bozzo as head of specialty lines and King Flynn as head of property.
Jeff Koenig, who has been with Beazley since March 2003, was formerly a Senior
Financial Officer with Executive Risk (a US professional liability insurer) for
11 years. Nicholas Bozzo was formerly Senior Vice President, Underwriting for
Axis US Insurance Company and King Flynn was formerly head of Florida operations
at Palmer & Cay and a Managing Director at Marsh USA.

Without the acquisition of BICI, BUSI would only be able to underwrite, through
the Syndicates, US surplus lines business. BICI's licences will enable BUSI also
to underwrite admitted lines business in the 50 US states where BICI is
authorised following approval of BICI's rates and policy forms by insurance
regulators in these states. The Board expects that BUSI will be able to write
surplus lines business on behalf of the Syndicates from December 2004 and
admitted lines business on behalf of BICI during the second quarter of 2005.

Under the terms of the acquisition, Mutual of Omaha has agreed to assume all
obligations of BICI arising out of the operations of BICI prior to its
acquisition by Beazley including reinsuring BICI's historical business on a 100
per cent. quota share basis. As security for this quota share arrangement,
Mutual of Omaha has agreed to place an amount of funds in trust equal to 100 per
cent. of BICI's gross reserves for historical business and, in the unlikely
event that these funds in trust were exhausted, Mutual of Omaha would be
required to provide further funds to meet any further losses. Mutual of Omaha
has an A (Excellent) rating from A.M. Best and as at 31 December 2003 reported a
statutory surplus of US$1.7 billion. Mutual of Omaha will also administer this
historical business. Hence, the Directors believe that the Company will be
acquiring a shell US insurance company whose exposure to historical underwriting
is remote.

At completion, BICI is expected to have net tangible assets of approximately
US$12 million. The Directors intend that the Beazley Group will inject a minimum
of a further US$38 million of capital into BICI prior to the commencement of
underwriting by BICI. The Directors believe that, based on this capital
injection, BICI will receive a financial strength rating from rating agencies
that will be attractive to potential customers.

The Board expects that the US operations will build a portfolio of business
generating approximately US$170 million of gross written premiums by 2007. The
Board expects that the US operations will make a positive contribution to
profits in the medium term.

Beazley proposes to issue to Credit Suisse First Boston, acting through its
Cayman Islands branch, an aggregate principal amount of US$18 million of
Floating Rate Subordinated Notes due 2034 (the 'Notes'). The Notes will bear
interest at a floating rate of interest expected to be the aggregate of 3-month
US Dollar LIBOR and 3.65 per cent. per annum. It is intended that the Notes will
be listed on the London Stock Exchange. The Directors intend to utilise the
capital raised from these Notes to fund partially the Group's US operations. In
addition, the Directors expect to utilise approximately £23 million of the net
proceeds from the Rights Issue to acquire and capitalise BICI.

The unaudited pro forma consolidated net assets of the Beazley Group following
the Rights Issue would be £272 million (equivalent to 75 pence per share).

The acquisition of BICI is not conditional on the successful completion of the
Rights Issue. If for any reason the Rights Issue were not to proceed, the Board
believes that Beazley could successfully support the purchased capacity and
complete the acquisition and capitalisation of BICI using alternative methods of
financing, such as an issue of additional subordinated debt, the utilisation of
existing bank facilities or reinsurance capital. The Directors believe that such
funding measures would be available to the Group were they to be required.

4. Current trading and prospects

Trading conditions to date have continued in line with those stated in the
announcement of Beazley's unaudited interim results for the six months to June
2004 made on 8 September 2004, with the exception of the hurricane losses
discussed below.

The Directors believe that the trading environment remains strong and that the
Company will be able to capitalise on the opportunities offered by the Group's
existing business lines. The Board believes that Beazley's earnings potential
will continue to develop as the Group completes its second year of operation
following its flotation.

The Group's results for the current year will be adversely affected by the
impact of hurricane losses. Beazley plans within its loss ratios for some level
of hurricane activity. However, on 1 October 2004, the Group announced that,
owing to the unusually high frequency of hurricanes in the last quarter and the
size of the overall expected insured loss, there will be an estimated negative
impact based on Beazley Group's profit before tax for the 2004 financial year of
approximately £15 million.

The insurance industry estimates that as a result of these recent hurricanes the
property, catastrophe reinsurance and energy markets have incurred total insured
losses in the range of $20 billion to $30 billion. The Directors believe that
the impact of these hurricanes will have a beneficial effect on underwriting
rates and assist in sustaining the current good trading conditions.

The Group is continuing to experience rate increases in the Specialty Lines
division and a stable rating environment in the Property, Reinsurance and Marine
divisions. The Directors believe that rating discipline in the insurance market
will be maintained by reinsurance costs remaining stable and continued modest
investment returns. The Directors believe that rates will remain at their
current high levels for 2004 and that the market will be generally stable for
2005. The Directors are therefore confident of the financial and trading
prospects of the Group.

The Directors believe that by improving further the Beazley Group's access to
business and continuing to focus on those markets where the Group has specific
expertise and substantial experience, the Group should be able to continue to
deliver strong results. In particular, the Directors believe that the
establishment of BUSI and acquisition of BICI will significantly improve the
Group's access to specialty lines and property business in the US market and
furthermore, the acquisition of additional syndicate capacity on attractive
terms offers the prospect of future earnings growth without any expansion in the
portfolio of business being underwritten.

The Board believes that the Rights Issue will be earnings enhancing in the
medium term.

5. Dividend policy

The Directors stated at the time of the Beazley Group's flotation in November
2002 that the Company intended to operate a flexible dividend policy, conserving
capital within the Group during periods when such capital could be deployed to
support profitable underwriting and returning surplus capital to shareholders
when underwriting conditions were less favourable.

The Board has previously stated that it expects dividends to be modest until the
2005 year end owing to cash flow constraints imposed by the Group's first year
of account profits for the 2003 underwriting year not being released from
Lloyd's until early 2006. The Board has also stated that it expects dividends
will increase significantly from the year ended 31 December 2005.

Given the expected good trading prospects going forward, the Directors have
today announced that they expect the total dividend declared by Beazley for the
year ended 31 December 2004 will be not less than 1 pence per share and the
total dividend declared for the year ended 31 December 2005 will be not less
than 4 pence per share.

6. Principal terms of the Rights Issue

General

Under the terms and conditions of the Rights Issue, Qualifying Shareholders will
be offered, by way of rights, New Ordinary Shares at a price of 84 pence per New
Ordinary Share (an 8 per cent. discount to the closing middle market price of
91.5 pence per Existing Ordinary Share on 29 October 2004, the last trading day
prior to the announcement of the Rights Issue).

The Rights Issue is expected to raise approximately £105 million, net of
expenses and will result in the issue of up to 131,134,252 New Ordinary Shares
(representing approximately 36 per cent. of the issued ordinary share capital of
Beazley, as enlarged by the Rights Issue).

The Rights Issue is being made on the following basis:

         4 New Ordinary Shares for every 7 Existing Ordinary Shares

held by Qualifying Shareholders at the Record Date and so in proportion for any
other number of Existing Ordinary Shares then held.

Holdings of Existing Ordinary Shares in certificated and uncertificated form
will be treated as separate holdings for the purpose of calculating entitlements
under the Rights Issue. Fractions of New Ordinary Shares will not be allotted,
each Qualifying Shareholder's entitlement being rounded down to the nearest
whole number.

The latest time and date for acceptance and payment in full under the Rights
Issue is expected to be 9.30 a.m. on 10 December 2004.

The New Ordinary Shares, when issued and fully paid, will rank pari passu in all
respects with the Existing Ordinary Shares and will rank for all dividends or
other distributions declared, made or paid after the date of issue of the New
Ordinary Shares.

The Rights Issue, which has been fully underwritten by Numis Securities, is
conditional, amongst other things, upon:

(a) the passing of the Resolution at the Extraordinary General Meeting;

(b) the Underwriting Agreement becoming unconditional in all
respects, save for the condition relating to Admission and not having been
terminated in accordance with its terms prior to Admission; and

(c) Admission becoming effective by not later than 8.00 a.m. on
18 November 2004 (or such later time and/or date as Numis Securities and the
Company may agree, not being later than 8.00 a.m on 3 January 2005).

Applications have been made to the UK Listing Authority and to the London Stock
Exchange for the New Ordinary Shares to be admitted to the Official List and to
trading on the London Stock Exchange's market for listed securities
respectively. It is expected that Admission will become effective on 18 November
2004 and that dealings in the New Ordinary Shares will commence, nil paid, at
8.00 a.m. on that day and, fully paid, at 8.00 a.m. on 13 December 2004.

Qualifying non-CREST Shareholders

Subject to the Resolution being passed, Qualifying non-CREST Shareholders (other
than certain Overseas Shareholders) will be sent a Provisional Allotment Letter
on 17 November 2004 which will indicate the number of New Ordinary Shares
provisionally allotted to such Qualifying non-CREST Shareholders pursuant to the
Rights Issue.

Provisional Allotment Letters will be sent to Qualifying non-CREST Shareholders
(other than certain Overseas Shareholders) who should retain this document
pending receipt thereof. Qualifying non-CREST Shareholders should note that,
other than any Provisional Allotment Letter, they will receive no further
communication from the Company in respect of this document.

Qualifying CREST Shareholders

Subject to the Resolution being passed, Qualifying CREST Shareholders (other
than certain Overseas Shareholders) are expected to receive a credit to their
appropriate stock accounts in CREST in respect of the Nil Paid Rights to which
they are entitled on 18 November 2004. The Nil Paid Rights so credited are
expected to be enabled for settlement by CRESTCo as soon as practicable after
Admission.

7. Other Information

The full terms and conditions of the Rights Issue, including the procedure for
acceptance and payment and the procedure in respect of rights not taken up are
set out in the Prospectus, which is expected to be despatched to Shareholders
today. The Prospectus will also contain a notice of the Extraordinary General
Meeting which is expected to be held on 17 November 2004.

8. Expected Timetable

It is currently anticipated that the Rights Issue will proceed in accordance
with the following timetable:

Record Date for the Rights Issue                                            Close of business on 11 November 2004

Latest time and date for receipt of Forms of Proxy                                  4.30 p.m. on 15 November 2004

Extraordinary General Meeting                                                       4.30 p.m. on 17 November 2004

Despatch of Provisional Allotment Letters to Qualifying non-CREST Shareholders                   17 November 2004 
                                               
Admission of the New Ordinary Shares, nil paid, and dealings                            
expected to commence in New Ordinary Shares, nil paid                               8.00 a.m. on 18 November 2004

Nil Paid Rights and Fully Paid Rights enabled in CREST and Nil   
Paid Rights credited to stock accounts in CREST of Qualifying     
CREST Shareholders                                                            after 8.00 a.m. on 18 November 2004

Recommended latest time and date for requesting withdrawal of     
Nil Paid Rights or Fully Paid Rights from CREST (i)                                   4.30 p.m on 2 December 2004

Recommended latest time and date for depositing renounced        
Provisional Allotment Letters, nil paid, into CREST or for       
dematerialising Nil Paid Rights or Fully Paid Rights into a
CREST stock account (ii)                                                             3.00 p.m. on 6 December 2004

Latest time and date for splitting Provisional Allotment Letters  
(nil paid or fully paid)                                                             3.00 p.m. on 7 December 2004

Latest time and date for acceptance and payment in full and      
registration of renunciation                                                        9.30 a.m. on 10 December 2004

Dealings expected to commence in New Ordinary Shares, fully paid                                 13 December 2004  
                                                              
Crediting of CREST accounts for New Ordinary Shares in uncertificated form                       13 December 2004    
                                                                                 
Definitive share certificates in respect of New Ordinary Shares      
to be held in certificated form despatched                                                       17 December 2004

Notes:

(1) If you have questions on the procedure for acceptance and payment, you
should contact Lloyds TSB Registrars, telephone [phone] (or [phone]
767 if you are calling from outside the UK). Please note that Lloyds TSB
Registrars cannot provide financial advice on the merits of the Rights Issue or
as to whether or not you should take up your entitlement.

(2) The dates and times set out in the 'Expected timetable of principal events'
above and mentioned throughout this document may be adjusted by agreement
between the Company and Numis Securities (Numis Securities' agreement not to be
unreasonably withheld or delayed) in which event, details of the new dates will
be notified to the UK Listing Authority and the London Stock Exchange and the
Company will make an appropriate announcement to a Regulatory Information
Service.

(3) Unless specifically stated otherwise, all references to time in
this document are to time in London.

i) If your Nil Paid Rights or Fully Paid Rights are in CREST and you wish to
convert them into certificated form.
ii) If your Nil Paid Rights are represented by a Provisional Allotment Letter
and you wish to convert them into uncertificated form in CREST

9. Definitions

The following definitions apply throughout this document, unless the context
requires otherwise:

'Admission' the admission of the New Ordinary Shares, nil paid, (i) to the
Official List of the UKLA becoming effective in accordance with the Listing
Rules; and (ii) to trading on the London Stock Exchange's main market for listed
securities becoming effective in accordance with the Admission and Disclosure
Standards of the London Stock Exchange (as amended from time to time)

'A.M. Best' A.M. Best Company, Inc.

'BICI' Omaha Property and Casualty Insurance Company, an insurance company
organised under the laws of the state of Nebraska, which it is proposed will be
renamed Beazley Insurance Company, Inc.

'Beazley'or 'the Company''Beazley Group plc

'Beazley Furlonge' Beazley Furlonge Limited, a wholly-owned subsidiary of the
Company

'Beazley Group' or the 'Group' the Company, and its subsidiaries, or any of
them, as the case may be

'Beazley Underwriting' Beazley Underwriting Limited, a wholly-owned subsidiary
of the Company

'the Board' or 'the Directors' the directors of the Company

'certificated' or in 'certificated form' a share or other security which is not
in uncertificated form

'CREST' the relevant system (as defined in the CREST Regulations) in respect of
which CRESTCo is the Operator (as defined in the CREST Regulations)

'CRESTCo' CRESTCo Limited, the operator of CREST

'Existing Ordinary Shares' the 229,484,941 Ordinary Shares in issue at the date
of this document

'Extraordinary General meeting' or 'EGM' the extraordinary general meeting of
the Company convened by notice set out at the end of the prospectus, and any
adjournment thereof

'FSA' the Financial Services Authority

'Issue Price' 84 pence per New Ordinary Share

'Lexicon Partners' Lexicon Partners Limited, a company regulated by the FSA

'LIBOR' the rate of interest quoted by banks in the London Interbank Market at
which they are willing to lend money

'Lloyd's' or 'the Society' the Society and Corporation of Lloyd's created and
governed by the Lloyd's Acts 1871-1982, including the Council of Lloyd's (and
its delegates and other persons through whom the Council may act), as the
context may require

'London Stock Exchange' London Stock Exchange plc

'Mutual of Omaha' Mutual of Omaha Insurance Company, an insurance company
organised under the laws of the state of Nebraska

'New Ordinary Shares' up to 131,134,252 new Ordinary Shares which are to be
issued by the Company pursuant to the Rights Issue

'Nil Paid Rights' nil paid rights to subscribe for New Ordinary Shares at the
Issue Price pursuant to the Rights Issue

'Numis Securities' Numis Securities Limited, a company regulated by the FSA

'Official List' the Official List of the UK Listing Authority

'Ordinary Shares' the ordinary shares of 5 pence each in the capital of the
Company from time to time

'Overseas Shareholders' Shareholders who are resident in, or who are citizen of,
or who have registered addresses in, territories other than the United Kingdom

'Prospectus' the prospectus relating to Beazley Group plc and the New Ordinary
Shares prepared in accordance with the listing rules of the UK Listing Authority
made pursuant to Part VI of the Financial Services and Markets Act 2000

'Provisional Allotment Letters' the renounceable provisional allotment letters
to be despatched to Qualifying non-CREST Shareholders (other than certain
Overseas Shareholders) in respect of the New Ordinary Shares to be provisionally
allotted to them pursuant to the Rights Issue and 'Provisional Allotment Letter'
shall be construed accordingly

'Qualifying CREST Shareholders' Qualifying Shareholders whose Existing Ordinary
Shares on the register of members of the Company at the Record Date are in
uncertificated form

'Qualifying non-CREST Shareholders' Qualifying Shareholders whose Existing
Ordinary Shares on the register of members of the Company at the Record Date are
in certificated form

'Qualifying Shareholders' Shareholders on the register of members of the Company
on the Record Date

'Record Date' the record date for the Rights Issue, being the close of business
on 11 November 2004

'Resolution' the resolution contained in the notice of EGM set out at the end of
this document to be proposed at the EGM

'Rights Issue' the proposed issue to Qualifying Shareholders of New Ordinary
Shares by way of rights on the basis described in this document and, in the case
of Qualifying non-CREST Shareholders, in the Provisional Allotment Letters

'Shareholders' holders of Ordinary Shares

'stock account' an account within a member account in CREST to which a holding
of a particular share or other security in CREST is admitted

'Syndicate 2623' syndicate 2623 at Lloyd's

'Syndicate 623' syndicate 623 at Lloyd's

'the Syndicates' Syndicate 623 and Syndicate 2623

'UK Listing Authority' or 'UKLA' the FSA, acting in its capacity as the
competent authority for the purposes of Part VI of FSMA

'uncertificated' or 'in uncertificated form' an Ordinary Share recorded on the
Company's register as being held in uncertificated form in CREST, and title to
which, by virtue of the CREST Regulations, may be transferred by means of CREST

'Underwriting Agreement' the conditional underwriting agreement dated 1 November
2004 between the Company and Numis Securities

'United Kingdom' or 'UK' the United Kingdom of Great Britain and Northern
Ireland

'United States' or 'US' the United States of America, its territories and
possessions, any state of the United States and the District of Columbia




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