Offer for Wellington

Catlin Group Limited
30 October 2006

Not for release, publication or distribution, in whole or in part, in, into or
from Australia, Canada or any other jurisdiction where to do so would constitute
a violation of the relevant laws of such jurisdiction


    RECOMMENDED OFFER BY CATLIN GROUP LIMITED FOR WELLINGTON UNDERWRITING PLC
                                    
SUMMARY

The Boards of Catlin and Wellington are pleased to announce the terms of a
recommended Offer to be made by Catlin for the whole of the issued and to be
issued share capital of Wellington.

   • Wellington Shareholders to receive 0.17 New Catlin Shares and 35 pence
    in cash for each Wellington Share. A Mix and Match Facility will also be
    available


   • Offer values each Wellington Share at approximately 121 pence and the
    existing issued share capital of Wellington at £591 million, based on the
    closing middle market price of Catlin on 27 October 2006, being the last
    Business Day prior to this Announcement


   • Offer represents a premium for Wellington Shareholders of approximately
    25 per cent. to the closing middle market price of Wellington on 23 October
    2006, being the last Business Day prior to the announcement that Catlin and
    Wellington were in discussions


   • Offer also represents a premium for Wellington Shareholders of
    approximately 31 per cent. to the average Wellington Share price over the
    one month period prior to 24 October 2006, being the Business Day of the
    announcement that Catlin and Wellington were in discussions


   • Wellington Shareholders will own approximately 34 per cent. of the
    Enlarged Group. The Offer has been structured to enable Wellington
    Shareholders to enjoy the benefits that will flow from the transaction as
    continuing shareholders in the Enlarged Group


   • Acquisition will create a major international specialty property and
    casualty insurer with gross premiums of approximately $2.4 billion and a pro
    forma market capitalisation of approximately £1.3 billion


   • Catlin will become the largest underwriting operation at Lloyd's, will
    be a leading player in Bermuda and will have a strong platform to accelerate
    the development of its US business


   • Stephen Catlin will be CEO of the Enlarged Group; key Wellington
    executives will be an integral part of the Enlarged Group's management team


   • Catlin's total 2006 dividend is expected to be increased to 23 pence a
    share. Represents full year increase of 48 per cent. for Catlin
    Shareholders; rebased Catlin dividend will also provide significant income
    uplift to Wellington Shareholders - implied pro forma uplift of 37 per cent.
    on 2005 dividend


   • Acquisition expected to be earnings neutral in 2007 (after restructuring
    charges) and significantly earnings enhancing in 2008 and beyond(1). 
    Expected post-tax synergies from the combination of $70 million, to be 
    achieved in full by 2008


   • Application to be made to Lloyd's by Wellington for permission to cease
    Syndicate 2020 with effect from 31 December 2006, with the capital provided
    by Wellington Corporate Members to that syndicate being made available to
    support Catlin's Syndicate 2003 for the 2007 year of account. Compensation
    will be paid to unaligned members for the cessation of Syndicate 2020 if the
    Cessation Application is approved. The Cessation Application is expected to
    be determined by early December 2006


The Offer will be implemented by way of a recommended offer by Catlin for
Wellington and will be conditional on, inter alia, the approval of Catlin
Shareholders and the satisfaction of relevant regulatory conditions.

The Board of Catlin intends unanimously to recommend that Catlin Shareholders
vote in favour of the Acquisition at the Special General Meeting and the Board
of Wellington intends unanimously to recommend that Wellington Shareholders
accept the Offer. Wellington's Directors have given Catlin irrevocable
undertakings to accept the Offer in respect of their own Wellington Shares.

The Acquisition is expected to complete by 31 December 2006.

Commenting on the Offer, Stephen Catlin, Chief Executive of Catlin, said:

'The combination of our two complementary businesses will create substantial
value for both Catlin and Wellington shareholders.

In London, the enlarged syndicate will be the largest at Lloyd's in terms of
stamp capacity with substantial strength across key sectors of the market. In
the US, our operations form a natural fit and the Acquisition will accelerate
our announced US expansion. At the same time, we have identified substantial
synergies in reinsurance, tax, operations and investments, which will benefit
earnings in 2008 and beyond.

The combination further diversifies our underwriting portfolio, fulfilling our
objective of seeking uncorrelated risk. We look forward to the opportunities
that this expansion will bring.'

Commenting on the Offer, Preben Prebensen, Chief Executive of Wellington, said:

'The combination with Catlin accelerates Wellington's planned entry into the
Bermuda market and facilitates a restructuring of our relationship with third
party capital providers without recourse to shareholders, whilst at the same
time creating a group with the scale, diversity and depth of talent to compete
on a global stage.'

John Barton, Chairman of Wellington, said:

'We believe that the Offer is attractive for Wellington Shareholders. Having
carefully considered the proposed Offer terms and the plans for the Enlarged
Group, we are confident that the Offer will deliver more certain and greater
value to Wellington Shareholders than our stand-alone strategic plans.'

This summary should be read in conjunction with and is subject to the full text
of the attached Announcement (including the Appendices). The Offer, when made,
will be subject to the Conditions and Further Terms set out in Appendix I and
the terms and conditions to be set out in the Offer Document when issued.

The sources and bases of information contained in this Announcement are set out
in Appendix II and the definitions of certain expressions used in this
Announcement are set out in Appendix III.

A presentation to analysts will be held today at 09:00 AM at Catlin's London
offices (3 Minster Court, Mincing Lane, London EC3R 7DD). A copy of the
presentation will be available on www.catlin.com in due course.

ENQUIRIES

For further information, contact:

Catlin
James Burcke (Head of Communications, London)
Tel: [phone]
Mobile: [phone]
Email: [e-mail]

William Spurgin (Head of Investor Relations, London)
Tel: [phone]
Mobile: [phone]
Email: [e-mail]

JPMorgan Cazenove
Sole financial adviser and joint corporate broker to Catlin
Tel: [phone]
Tim Wise
Robert Thomson
Conor Hillery

UBS Investment Bank
Joint corporate broker to Catlin
Tel: [phone]
Phil Shelley

Maitland
Public relations adviser to Catlin
Liz Morley
Neil Bennett
Tel: [phone]
Email: [e-mail]

Wellington
Tel: [phone]
Preben Prebensen (Chief Executive)

Lexicon Partners
Sole financial adviser to Wellington
Tel: [phone]
Angus Winther
James Viggers

Citigroup Global Markets
Sole corporate broker to Wellington
Tel: [phone]
Andrew Thompson

Financial Dynamics
Public relations adviser to Wellington
Tel: [phone]
Rob Bailhache
Geoffrey Pelham-Lane


Note:

1. The statements that the Acquisition will be earnings enhancing do not
constitute a profit forecast and should not be interpreted to mean that the
earnings per share in the first full financial year following the Acquisition,
or in any subsequent period, would necessarily match or be greater than those
for the relevant preceding financial year.

JPMorgan Cazenove, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Catlin and no one
else in connection with the Offer and will not be responsible to anyone other
than Catlin for providing the protections afforded to clients of JPMorgan
Cazenove or for providing advice in relation to the Offer, the contents of this
Announcement, or any matter referred to herein.

UBS Limited, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Catlin and no one else
in connection with the Offer and will not be responsible to anyone other than
Catlin for providing the protections afforded to clients of UBS Limited or for
providing advice in relation to the Offer, the contents of this Announcement, or
any matter referred to herein.

Lexicon Partners, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Wellington and no one
else in connection with the Offer and will not be responsible to anyone other
than Wellington for providing the protections afforded to clients of Lexicon
Partners or for providing advice in relation to the Offer, the contents of this
Announcement, or any matter referred to herein.

Citigroup Global Markets, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for
Wellington and no one else in connection with the Offer and will not be
responsible to anyone other than Wellington for providing the protections
afforded to clients of Citigroup Global Markets or for providing advice in
relation to the Offer, the contents of this Announcement, or any matter 
referred to herein.

This Announcement does not constitute, or form part of, any offer for or
invitation to sell or purchase any securities, or any solicitation of any offer
for, securities in any jurisdiction. Any acceptance or other response to the
Offer should be made only on the basis of information contained in or referred
to in the Offer Document and the Prospectus which Catlin intends to despatch
shortly to Wellington Shareholders. Such documents will contain important
information which Wellington Shareholders are urged to read carefully.

The release, publication or distribution of this Announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this Announcement is released, published or distributed
should inform themselves about and observe such restrictions. Further, the laws
of the relevant jurisdiction may affect the availability of the Offer (including
the Mix and Match Facility) to persons not resident in the United Kingdom.
Persons who are not resident in the United Kingdom, or who are subject to the
laws of any jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. Further details in relation to
overseas shareholders will be contained in the Offer Document and the
Prospectus.

The information contained herein is not for publication or distribution into the
United States. The material set forth herein is for information purposes only
and should not be construed as an offer for securities for sale in or into the
United States or any other jurisdiction. The New Catlin Shares to be issued in
connection with the Offer have not been, nor will they be, registered under the
US Securities Act of 1933, as amended, or under the securities laws of any state
of the United States of America and may not be offered or sold in the United
States of America, absent registration or an applicable exemption from
registration. No public offering of the securities will be made in the United
States of America. The relevant clearances have not been, and will not be,
obtained from the securities commission of any province or territory of Canada;
no Prospectus or a Prospectus equivalent has been, or will be, lodged with, or
registered by, the Australian Securities and Investments Commission and the New
Catlin Shares have not been, nor will they be, registered under or offered in
compliance with applicable securities laws of any state, province, territory or
jurisdiction of Canada or Australia. Accordingly, Catlin Shares may not (unless
an exemption under relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Canada or Australia or
any other jurisdiction outside the United Kingdom if to do so would constitute a
violation of the relevant laws of, or require registration thereof in, such
jurisdiction or to, or for the account or benefit of, a person located in Canada
or Australia or such other jurisdiction.

This Announcement, including information included or incorporated by reference,
may contain a number of forward-looking statements relating to Catlin and
Wellington with respect to, among others, the following: financial condition;
results of operation; the businesses of Catlin and Wellington; future benefits
of the transaction; and management plans and objectives. Catlin and Wellington
consider any statements that are not historical facts to be 'forward-looking
statements'. These forward-looking statements involve a number of risks and
uncertainties that could cause actual results to differ materially from those
suggested by them. Important factors that could cause actual results to differ
materially from estimates or forecasts contained in the forward-looking
statements include, among others, the following possibilities: future revenues
are lower than expected; costs or difficulties relating to the combination of
the businesses of Catlin and Wellington, or of other future acquisitions, are
greater than expected; expected cost savings from the transaction or from other
future acquisitions are not fully realised or not realised within the expected
time frame; competitive pressures in the industry increase; general economic
conditions or conditions affecting the relevant industries, whether
internationally or in the places Catlin and Wellington do business are less
favourable than expected, and/or conditions in the securities market are less
favourable than expected.

The estimated operational cost savings and financial synergies have been
calculated on the basis of the existing cost and operating structures of the
companies and by reference to current prices and the current regulatory
environment. These statements of estimated cost savings relate to future actions
and circumstances which, by their nature, involve risk, uncertainties and other
factors. Because of this, the cost savings and financial synergies referred to
may not be achieved, or those achieved could be materially different from those
estimated. These statements should not be interpreted to mean that the earnings
per share in the first full financial year following the Acquisition, or in any
subsequent period, would necessarily match or be greater than those for the
relevant preceding financial period.

Catlin Shareholders and Wellington Shareholders should note that the prior
consent of the Financial Services Authority and Lloyd's (and potentially other
regulatory authorities in jurisdictions in which the Catlin Group and/or the
Wellington Group conduct their business) will be required for any person either
alone or with their associates to hold or control, directly or indirectly, 10
per cent. or more of Catlin's common issued share capital following the
Acquisition, as that person will be regarded as a 'controller' of the regulated
insurance entities in the Enlarged Group. In order to obtain such consents, the
relevant person will be required to provide certain information to the Financial
Services Authority, Lloyd's or other regulatory bodies (as applicable) and may
be required to give certain undertakings in respect of its interest. If the
relevant person fails to obtain such consent, the Catlin Board may invoke
provisions contained in Catlin's byelaws which may result in some or all of the
shares in Catlin (including the New Catlin Shares) held by such person ceasing
to carry the right to vote or in the person being required to sell some or all
of its shares in Catlin. Shareholders should also be aware that the Financial
Services Authority may exercise the powers conferred on it by section 189 of the
FSMA and may impose criminal sanctions under section 191 of the FSMA.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers, if
any person is, or becomes, 'interested' (directly or indirectly) in 1 per cent.
or more of any class of 'relevant securities' of Catlin or of Wellington, all
'dealings' in any 'relevant securities' of that company (including by means of
an option in respect of, or a derivative referenced to, any such 'relevant
securities') must be publicly disclosed by no later than 3.30 pm (London time)
on the business day following the date of the relevant transaction. This
requirement will continue until the date on which the offer becomes, or is
declared, unconditional as to acceptances, lapses or is withdrawn or until the
'offer period' otherwise ends. If two or more persons act together pursuant to
an agreement or understanding, whether formal or informal, to acquire an
'interest' in 'relevant securities' of Catlin or Wellington, they will be deemed
to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of Catlin or of Wellington by Catlin or Wellington, or by any of
their respective 'associates', must be disclosed by no later than 12.00 noon
(London time) on the business day following the date of the relevant
transaction.

A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel.



Not for release, publication or distribution, in whole or in part, in, into or
from Australia, Canada or any other jurisdiction where to do so would constitute
a violation of the relevant laws of such jurisdiction

    RECOMMENDED OFFER BY CATLIN GROUP LIMITED FOR WELLINGTON UNDERWRITING PLC

1. Introduction

The Boards of Catlin and Wellington are pleased to announce the terms of a
recommended Offer to be made by Catlin for the whole of the issued and to be
issued share capital of Wellington.

2. The Offer

The Offer, which will be subject to the Conditions and Further Terms set out in
Appendix I, and to the terms and conditions to be set out in the Offer Document
and Form of Acceptance and Election, will be made on the following basis:

0.17 New Catlin Shares and 35 pence in cash for each Wellington Share.

The Offer:

   • values each Wellington Share at approximately 121 pence and the existing
    issued share capital of Wellington at £591 million based on the closing
    middle market price of Catlin on 27 October 2006, being the last Business
    Day prior to this Announcement;


   • represents a premium for Wellington Shareholders of approximately 25 per
    cent. to the closing middle market price of 97.25 pence per Wellington Share
    on 23 October 2006, being the last Business Day prior to the announcement
    that Catlin and Wellington were in discussions; and


   • represents a premium for Wellington Shareholders of approximately 31 per
    cent. to the average Wellington Share price over the one month period prior
    to 24 October 2006, being the Business Day of the announcement that Catlin
    and Wellington were in discussions.

Full acceptance of the Offer, assuming no options existing under the Wellington
Share Schemes are exercised, would result in the issue of up to approximately 83
million New Catlin Shares representing approximately 34 per cent. of the issued
common share capital of Catlin as enlarged by the Acquisition. In addition,
Wellington Shareholders will receive cash consideration, in aggregate, of
approximately £170 million.

The consideration in the form of New Catlin Shares will allow Wellington
Shareholders to participate in future value creation and dividends payable by
the Enlarged Group, including the benefit of cost and revenue synergies not
otherwise available to Wellington Shareholders as a stand-alone business.

A Mix and Match Facility will be available to Wellington Shareholders pursuant
to which Wellington Shareholders may, subject to availability, elect to vary the
proportions in which they receive New Catlin Shares and cash in respect of their
holdings of Wellington Shares. Further details of the Mix and Match Facility are
set out in paragraph 6 below.

The Offer is final and will not be increased, except that Catlin reserves the
right to increase the Offer if any third party announces a firm intention to
make an offer for Wellington.

Applications will be made for the New Catlin Shares to be admitted to the
Official List and to trading on the London Stock Exchange's market for listed
securities.

The Wellington Shares will be acquired by Catlin pursuant to the Offer fully
paid and free from all liens, charges, equitable interests, encumbrances,
pre-emptive rights and other third party rights and interests of any nature
whatsoever and together with all rights now and hereafter attaching thereto,
including the right to receive and retain all dividends and other distributions
(if any) declared, made or paid after the date of this Announcement. For the
avoidance of doubt, the interim dividend of 1.6 pence per Wellington Share
payable in respect of the six months ended 30 June 2006 will remain payable to
Wellington Shareholders on the register as at the close of business on 15
September 2006.

When made, the Offer will be subject to the Conditions and Further Terms and to
the further terms and conditions to be set out in the Offer Document and Form of
Acceptance and Election including, inter alia, (i) the approval of Catlin
Shareholders at the Special General Meeting, (ii) the admission of the New
Catlin Shares to the Official List becoming effective in accordance with the
Listing Rules and to trading on the London Stock Exchange's market for listed
securities becoming effective in accordance with the Admission and Disclosure
Standards and (iii) the receipt of certain regulatory consents from the
Financial Services Authority, Lloyd's and other regulatory bodies.

Further details of the bases and sources of certain information set out in this
Announcement are contained in Appendix II.

3. Background to and Reasons for the Offer

Catlin and Wellington's existing businesses are a strong complementary fit and
the Acquisition is expected to bring material benefits to both businesses. The
Enlarged Group will be a major international specialty insurance business with
well established underwriting platforms in the United Kingdom and Bermuda and a
significantly enhanced underwriting and distribution platform in the US.

Both businesses have strong operational and underwriting expertise which will be
further strengthened and diversified through the combination. While both Catlin
and Wellington have among the largest Lloyd's syndicates, Catlin has a well
developed Bermuda platform - an area where Wellington has plans to expand. In
the US, Wellington has a growing business generating approximately $280 million
in gross premiums written in 2006 which will accelerate Catlin's existing plans
to develop in that market. The combination therefore creates the opportunity for
both significant cost savings and revenue growth. Each of Catlin's four
operating platforms - Lloyd's, Bermuda, US and Catlin UK - will be strengthened
as a result of the Acquisition.

In particular, the Catlin Board believes that the Acquisition will provide the
following benefits:

Major enhancement of Catlin's operating platforms

   • Catlin will become the largest underwriting operation at Lloyd's based
    on 2007 combined stamp capacity of up to £1.25 billion

   • The enlarged Catlin US will have pro forma gross premiums written in
    2006 in excess of $300 million

   • Catlin Bermuda will grow through increased intercompany reinsurance
    cessions and further underwriting opportunities

   • Catlin UK will develop further through writing business classes also
    currently underwritten by Wellington

Accelerates development of Catlin's US business

   • Acquisition of Wellington advances Catlin's existing expansion plans in
    the US by approximately two years

   • Acquisition will enhance management, underwriting staff and range of
    products

   • Catlin's US expense ratio will be significantly lowered for 2007/8

Further diversifies and strengthens Catlin's underwriting operations

   • Combination will broaden Catlin's already diversified underwriting
    portfolio

   • Additional non-catastrophe related risk added to the portfolio

   • Wellington brings strong reputation for underwriting skill

   • Addition of underwriting talent will bolster Catlin's team

Strengthens Catlin's balance sheet

   • Greater financial resources will be a positive factor for clients,
    brokers and shareholders

   • Gross assets under management increase 82 per cent. to $4.5 billion

   • Tangible net asset value increases 29 per cent. to $1.3 billion

   • Total net asset value increases 73 per cent. to $1.9 billion

Expected to deliver significant synergy benefits

   • Expected post-tax synergies from the combination of $70 million, to be
    achieved in full by 2008; a restructuring charge of approximately $20
    million pre-tax is expected to be incurred in 2007

   • Reinsurance synergies expected due to greater diversification and
    therefore reduced insurance need, and economies of scale

   • Significant tax synergies expected through maintenance of capital in
    Catlin Bermuda, resulting in an anticipated Catlin Group tax rate not
    exceeding 15 per cent.

   • Operating synergies expected to stem from scale efficiencies including
    information technology, professional services and office costs

   • Investment synergies expected as a result of increased portfolio size
    and reduced investment management fee rates

4. Financial Effects on Catlin

The Acquisition is expected to be earnings neutral for Catlin in 2007 (after
restructuring charges) and significantly earnings enhancing in 2008 and 
beyond(1).

5. Dividend Policy

The Board of Catlin expects to declare a 2006 final dividend of 17 pence,
bringing the full year 2006 dividend to 23 pence per Catlin Share. This
represents an increase of 48 per cent. on the full year 2005 dividend paid to
Catlin Shareholders.

The New Catlin Shares will qualify for the 2006 final dividend which is expected
to be paid to shareholders of the Enlarged Group in May 2007. The rebased
dividend will deliver significant income uplift to Wellington Shareholders.
Taking account of the terms of the Offer, Wellington Shareholders would have
benefited from a pro forma income uplift of 37 per cent. on their full year 2005
dividend at Catlin's rebased 2006 level.

The Board of Catlin anticipates that the dividend will grow over time from this
rebased level of 23 pence. The rebasing is driven by the expected enhancement to
Catlin's earnings as a result of the Acquisition and signals the Catlin Board's
confidence in the Catlin Group's outlook.

Catlin remains committed to providing an attractive return to shareholders
through the dividend and will continue to adopt its current policy under which
payments are linked to recent trends in the performance of the Catlin Group and
its future prospects.

6. Mix and Match Facility

Wellington Shareholders (other than certain overseas persons) who validly accept
the Offer will be entitled to elect, subject to availability, to vary the
proportions in which they receive New Catlin Shares and cash in respect of their
holdings of Wellington Shares. However, the total number of New Catlin Shares to
be issued and the maximum aggregate amount of cash to be paid under the Offer
will not be varied as a result of elections under the Mix and Match Facility.
Accordingly, satisfaction of elections made by Wellington Shareholders under the
Mix and Match Facility will depend on the extent to which other Wellington
Shareholders make offsetting elections. Satisfaction of elections under the Mix
and Match Facility will be effected on the basis of 508.5 pence in cash (being
the closing middle market price of a Catlin Share on 27 October 2006, being the
last Business Day prior to this Announcement) for each New Catlin Share (and
vice versa). To the extent that elections cannot be satisfied in full, they will
be scaled down on a pro rata basis. As a result, Wellington Shareholders who
make an election under the Mix and Match Facility will not necessarily know the
exact number of New Catlin Shares or the amount of cash they will receive until
settlement of the consideration due to them in respect of the Offer. The Mix and
Match Facility is conditional upon the Offer becoming or being declared
unconditional in all respects.

Elections under the Mix and Match Facility will not affect the entitlements of
those Wellington Shareholders who do not make any such elections.

Further details in relation to the operation of the Mix and Match Facility will
be contained in the Offer Document and the related Form of Acceptance and
Election.

7. Information on Wellington

Wellington is the holding company of an international insurance and reinsurance
group which is listed on the London Stock Exchange. Wellington was established
in its current form in November 1996, following the merger of Wellington
Underwriting Holdings Limited with Wellington. The core of the Wellington
Group's business is in the Lloyd's insurance market where the Wellington Group
manages and underwrites a diversified book of insurance and reinsurance
business.

The Wellington Group currently conducts its underwriting activities through:

   • the management by WUAL of Syndicate 2020, and its participation on
    Syndicate 2020 through the Wellington Corporate Members. The Wellington
    Group's participation on Syndicate 2020 amounted to 56 per cent. for the
    2004, 66 per cent. for the 2005 and 67 per cent. for the 2006 years of
    account. Participation for the 2007 year of account was, prior to this
    Announcement, expected to increase to 70 per cent.


   • WUI, an underwriting agency in the United States of America which
    underwrites or introduces insurance and reinsurance business to Syndicate
    2020


   • WSIC, a non-admitted excess and surplus lines carrier in the United
    States of America which writes direct casualty and non-catastrophe property
    business for small commercial specialty risks in the United States of
    America and which has an AM Best rating of A- (Excellent)

Syndicate 2020 has premium income capacity of £800 million for the 2006 year of
account and, prior to this Announcement, was expected to have premium income
capacity of £850 million for the 2007 year of account. Syndicate 2020
underwrites a diverse book of business which includes exposures from around the
world in the following areas: accident and health, aviation, energy, liability,
marine and war, property and reinsurance risks. Syndicate 2020 benefits from the
Lloyd's market ratings of A (Excellent) by AM Best and A (Strong) from Standard
& Poor's.

Wellington's strategy is to create a specialist insurance and reinsurance group
with a substantial presence both inside and outside the Lloyd's market.
Wellington's strategic priorities are to:

   • deliver strong performance from the Wellington Group's underwriting
    operations


   • grow the Wellington Group's competitive advantage in the United States
    of America


   • add to the Wellington Group's participation on Syndicate 2020, provided
    the terms meet the Wellington Group's economic objectives


   • continue to explore the development of additional trading platforms that
    would bring clear advantages when combined with the Wellington Group's
    existing Lloyd's franchise and US operations

For the year to 31 December 2005, the Wellington Group reported gross written
premiums of £523.4 million, a post-tax loss (on an IFRS basis) of £13.7 million,
primarily as a result of the impact of the 2005 US Hurricanes, and declared a
full year dividend of 4.0 pence per Wellington Share. For the six months to 30
June 2006, the Wellington Group reported gross written premiums of £357.7
million, profits after tax (on an IFRS basis) of £17.6 million and declared an
interim dividend of 1.6 pence per Wellington Share payable in respect of the six
months ended 30 June 2006 to Wellington Shareholders on the register as at 15
September 2006. As at 30 June 2006, the Wellington Group had total shareholders'
equity of £358.2 million, equivalent to 74.3 pence per Wellington Share.

Wellington also has an investment in Aspen Insurance Holdings Limited ('Aspen')
which is a Bermuda based insurance holding company with operations in the
insurance and reinsurance markets in London, Bermuda and the United States of
America. As previously announced, Wellington is progressively reducing its Aspen
holding, which now amounts to approximately 1 million Aspen shares (representing
approximately 1.1 per cent. of Aspen's issued share capital) and options to
acquire approximately 3.8 million further Aspen shares (representing
approximately 3.6 per cent. of Aspen's issued share capital and, together with
Wellington's shareholding referred to above, approximately 4.5 per cent. of
Aspen's share capital on a fully diluted basis).

8. Information on Catlin

Established in 1984, Catlin is an international specialist property and casualty
insurer and reinsurer, writing more than 30 classes of business from four
underwriting platforms:

   • the Catlin syndicate at Lloyd's (Syndicate 2003), which is one of the
    largest syndicates at Lloyd's based on 2006 premium capacity of £450
    million. The Catlin syndicate is a recognised leader of numerous classes of
    specialty insurance and reinsurance


   • Catlin Bermuda (Catlin Insurance Company Ltd.), which underwrites
    property treaty and casualty treaty reinsurance and property and casualty
    insurance. Catlin Bermuda also provides reinsurance support for other Catlin
    underwriting platforms


   • Catlin UK (Catlin Insurance Company (UK) Ltd.), which specialises in
    underwriting commercial non-life insurance for UK clients. It also writes
    other classes of business written by the Catlin syndicate


   • Catlin US, which encompasses all of Catlin's operations in the United
    States of America. Catlin US includes Catlin Insurance Company Inc., an
    admitted US insurer which will commence operations soon, along with
    underwriting offices in Atlanta, New York, Houston, New Orleans and San
    Francisco

Catlin also operates offices worldwide which allow Catlin underwriters to work
closely with local policyholders and brokers. The offices are located in Canada
(Toronto and Calgary), Australia (Sydney), Singapore, Malaysia (Kuala Lumpur),
Hong Kong, Germany (Cologne), Belgium (Antwerp) and Guernsey. Catlin UK has
regional offices in Glasgow, Leeds, Derby, Birmingham, Watford and Tonbridge.

Throughout its history, Catlin has emphasised a firm commitment to underwriting
discipline as well as a thorough understanding of clients' needs. A forward
looking approach to managing underwriting cycles and the ability to design
programmes tailored specifically for individual policyholders are among Catlin's
hallmarks.

The Catlin syndicate, Catlin Bermuda and Catlin UK have financial strength
ratings of A (Excellent) from AM Best Company. Catlin Bermuda and Catlin UK have
insurance financial strength ratings of A- (Strong) from Standard & Poor's; the
Catlin syndicate has a Lloyd's Syndicate Assessment of 4- (Low Dependency) from
Standard & Poor's.

For the year to 31 December 2005, the Catlin Group reported net income and
profits before tax on a US GAAP basis of $19.7 million and $27.7 million
respectively and wrote gross premiums of $1,386.6 million. For the half year to
30 June 2006, the Catlin Group reported record net income and profits before tax
on a US GAAP basis of $147.3 million and $167.4 million respectively and wrote
gross premiums of $903.1 million. As at 30 June 2006 the Catlin Group had
stockholders' equity of $1,091.2 million.

As at 27 October 2006, Catlin had a market capitalisation of approximately £833
million.

9. Current Trading and Prospects

Wellington

Wellington released its interim results for the six months to 30 June 2006 on 31
August 2006. The rate increases experienced in the hurricane exposed classes
early in the year have continued as a result of tightening capacity and
significant rate increases for reinsurance programmes renewed over the course of
the year. The Wellington Group has benefited from this shift in the market
throughout the year in both its direct and reinsurance classes of business while
closely managing exposures. As at 30 September 2006, the Wellington Group's rate
indices showed a total rate increase on new and renewed business of 16 per cent.
for the first nine months of 2006, across all lines of business, of which 3 per
cent. was related to non-hurricane exposed classes of business which is within
the Wellington Group's expectations. Catastrophe exposed lines have increased
more markedly, driving the majority of the overall rate increase. Syndicate 2020
remains on track to write approximately $1.7 billion (£905 million) of gross
written premiums in 2006 and, prior to this Announcement, its underwriting
capacity was expected to increase for the 2007 year of account.

Wellington's US operations (WUI and WSIC) remain on track to underwrite or
introduce approximately $280 million of gross written premium in 2006 (of which
approximately $230 million is business underwritten or introduced to Syndicate
2020 by WUI and approximately $50 million is business written by WSIC). This is
expected to grow further in 2007.

Trading conditions, loss experience and cash flow within Syndicate 2020 have
been, to date, in line with or better than the Wellington Board's expectations.
As at the date of this Announcement, although still exposed to catastrophe risk,
the Wellington Group is not aware of any significant catastrophe losses having
occurred in 2006 to date which would be likely to have a material impact on
underwriting results and loss experience for non-catastrophe classes of business
has been in line with or better than the Wellington Board's assumptions in the
period to 30 September 2006. The Wellington Group recently completed its
quarterly internal review of Syndicate 2020's loss reserves as at 30 September
2006, which indicate no material change in respect of 2005 and prior accident
year reserves to the overall position reported in the interim results for the
period to 30 June 2006.

The information provided above on loss experience and Syndicate 2020's reserves
does not necessarily mean that there will be an improvement in the Wellington
Group's profitability either in the periods referred to or for the full
financial year.  This is principally because losses in respect of the periods
referred to which have not so far been reported or anticipated may arise.

Catlin

Catlin released its interim results for the six months to 30 June 2006 on 8
September 2006. At that time Catlin reported record net income of $147.3 million
(30 June 2005: $111.2 million). Gross premiums written increased by 15.5 per
cent. to $903.1 million (30 June 2005: $781.1 million). At that time, Catlin
reported on the positive rating environment in catastrophe exposed classes of
business following the 2005 US Hurricanes. Catlin also reported that weighted
average premium rates for catastrophe exposed classes of business rose by 37 per
cent. during the first six months of 2006, while weighted average premium rates
for other classes of business decreased by 2 per cent.. Weighted average premium
rates for all classes increased by 12 per cent..

The underlying trends that Catlin experienced in the period ended 30 June 2006
remained largely unchanged during the period ended 30 September 2006, with both
premium volume and loss activity remaining within management's expectations. The
rating environment continued to be favourable.

The 2006 Atlantic hurricane season has been benign to date, in sharp contrast to
the exceptional hurricane activity during 2005. Notwithstanding the fact that
the Atlantic hurricane season has not yet concluded, management reaffirms the
view expressed on 8 September 2006 that market conditions remain favourable and
that Catlin is looking ahead with optimism to the remainder of 2006 and into
2007.

10. Cessation of Syndicate 2020

In conjunction with the Offer, Catlin has requested that Wellington, and
Wellington has agreed to, apply to Lloyd's for permission to cease Syndicate
2020 with effect from the end of 2006, with the capital provided by Wellington
Corporate Members to that syndicate being made available to support underwriting
on Syndicate 2003 for the 2007 year of account. For the 2006 year of account,
Wellington's underwriting capacity on Syndicate 2020 is 67 per cent. of £800
million. Following purchases in the 2006 capacity auctions, Wellington's planned
underwriting capacity for the 2007 year of account on Syndicate 2020, was, prior
to this Announcement, expected to be approximately 70 per cent. of £850 million.

Catlin believes from experience, and Wellington concurs, that there are
significant benefits to be derived from full ownership of syndicate capacity
and, accordingly, underwriting capacity on Syndicate 2003 will not be made
available to unaligned members of Syndicate 2020. If the Cessation Application
is approved, compensation will be paid to the unaligned members for the
cessation of Syndicate 2020. The terms of the proposed compensation will allow
the unaligned members of Syndicate 2020 to choose between receiving either (i)
50 pence in cash for each £1 of capacity on Syndicate 2020; or (ii) 40 pence in
cash for each £1 of capacity on Syndicate 2020 plus the option to maintain an
equivalent amount of capacity on a new reinsurance syndicate that will write a
whole account quota share reinsurance of Syndicate 2003 for at least the 2007
and 2008 years of account. Should all unaligned members choose the all cash
option, compensation paid would total approximately £119 million. Members'
agents representing unaligned members of Syndicate 2020 recommend that all
unaligned members of Syndicate 2020 for whom they act vote in favour of and
accept the terms of the proposed compensation. Catlin and Wellington anticipate
that the Cessation Application will be determined by early December 2006.

The Cessation Application and payment of compensation are conditional upon the
Offer becoming or being declared unconditional in all respects but the Offer is
not conditional upon approval of the Cessation Application and will proceed,
provided all of the conditions to the Offer are satisfied, regardless of whether
or not the Cessation Application is approved.

In accordance with the requirements of Rule 16 of the Code, Lexicon Partners has
confirmed that, having regard to the synergies and other benefits of the Offer,
the payment of compensation pursuant to the Cessation Application to the
unaligned members of Syndicate 2020 on the proposed terms is fair and reasonable
so far as the independent Wellington Shareholders (being those Wellington
Shareholders who are not unaligned members of Syndicate 2020) are concerned.

11. Management and Employees

Following the Acquisition, Catlin's senior management will continue to lead the
Enlarged Group in their current roles. However, the Board of Catlin recognises
the importance of the skills and experience of the existing management and
employees of Wellington and believes that they will be an important factor for
the continuing success of the Catlin Group.

The strength of the combination is founded on the quality of the people in both
Catlin and Wellington. The Enlarged Group will draw on the combined and
complementary talent of both organisations in pursuing its growth plans. Catlin
recognises the importance of retaining and incentivising key Wellington people
as the two businesses come together. Consistent with this, Catlin will put in
place appropriate retention arrangements to ensure a smooth transition and
appropriate recognition. These arrangements will be applied consistently to key
people across the Enlarged Group.

Catlin has given assurances to the Wellington Board that, following the Offer
becoming or being declared unconditional in all respects, Catlin expects that
the existing employment rights and terms and conditions of employment of the
Wellington Group's employees will be fully safeguarded. Wellington's pension
obligations will also be complied with. Catlin has stated that it has no
intention to make detrimental changes to the benefits provided under
Wellington's pension schemes.

Catlin's plans do not involve any changes to the conditions of employment of the
Wellington Group employees, nor are there any plans to change the principal
locations of the Wellington Group's business.

12. Financing

As part of the financing of the Acquisition, JPMorgan has provided Catlin with
an underwritten bridge financing facility of $450 million and JPMorgan may
subsequently syndicate such facility to other financial institutions, in
consultation with Catlin. Catlin intends to refinance this facility with an
issue of subordinated debt by the end of the first quarter of 2007, subject to
market conditions.

JPMorgan Cazenove, as financial adviser to Catlin, is satisfied that sufficient
resources are available to Catlin to satisfy in full the cash consideration
payable to Wellington Shareholders under the terms of the Offer.

13. Inducement Fee

Catlin and Wellington have agreed that each party shall pay to the other an
inducement fee (inclusive of value added tax) of an amount equal to 1 per cent.
of the total consideration payable under the Offer, in respect of the issued
share capital of Wellington as at the date of this Announcement, in the
following circumstances:

   • Wellington will pay an inducement fee if following the making of the
    Offer, it lapses or is withdrawn as a result of a failure to meet the
    acceptance condition and:

        (a)  an Independent Competing Offer becomes effective or is declared
             unconditional in all respects; or

        (b)  before the Offer lapses or is withdrawn, Wellington's directors
             have:

            (i)  withdrawn or, in a manner adverse to Catlin, modified their 
                 approval or unanimous recommendation of the Offer; or

           (ii)  publicly approved or recommended an Independent Competing 
                 Offer;

   • Catlin will pay an inducement fee if:

        (a)  following the making of the Offer, it lapses or is withdrawn and,
             before it lapses or is withdrawn, Catlin's directors have withdrawn 
             or, in a manner adverse to Wellington, modified their approval or 
             unanimous recommendation to Catlin Shareholders to vote in favour 
             of all resolutions to be proposed at the Special General Meeting 
             (or at any adjournment thereof); or

        (b)  Catlin Shareholders do not pass all resolutions as may be necessary
             to approve, implement and effect the Offer at the Special General
             Meeting (or at any adjournment thereof) by not later than 31 
             December 2006.

14. Wellington Share Schemes

The Offer will extend to any Wellington Shares which are issued or
unconditionally allotted and fully paid (or credited as fully paid) while the
Offer remains open for acceptances (or, subject to the City Code, by such
earlier date as Catlin may decide), including Wellington Shares issued pursuant
to the exercise of options or awards granted under the Wellington Share Schemes
or otherwise.

Participants in the Wellington Share Schemes will be written to separately and
appropriate proposals will be made to such participants in due course.

15. Offer Document

The Offer will be subject to the applicable requirements of the City Code. The
Offer Document, setting out the details of the Offer and enclosing the Form of
Acceptance and Election, will be despatched to Wellington Shareholders shortly
and in any event within twenty-eight days of the date of this Announcement,
unless otherwise agreed with the Panel.

16. New Catlin Shares, Listing, Dealings, De-listing and Compulsory Acquisition

The New Catlin Shares will be common shares of $0.01 each in the capital of
Catlin. The New Catlin Shares will be issued credited as fully paid and will
rank pari passu in all respects with the existing Catlin Shares except that they
will not be entitled to Catlin's interim dividend of 6.0 pence (11.3 cents) per
share for the six months ended 30 June 2006. The New Catlin Shares will be
issued in registered form and will be represented by depositary interests which
will be capable of being held in both certificated and uncertificated form,
further details of which will be set out in the Offer Document.

Applications will be made to the UK Listing Authority for the New Catlin Shares
to be admitted to the Official List and to trading on the London Stock
Exchange's market for listed securities. It is expected that Admission will
become effective and that dealings for normal settlement in the New Catlin
Shares will commence as soon as practicable after the Offer becomes wholly
unconditional. The Prospectus will be despatched to Wellington Shareholders in
due course, and it is Catlin's current intention for this to occur no later than
the date on which the circular to Catlin Shareholders is despatched.

As soon as it is appropriate to do so, and subject to the Offer becoming or
being declared unconditional in all respects, Catlin intends to procure that
Wellington applies for the cancellation of the listing of the Wellington Shares
on the Official List and for the cancellation of trading for the Wellington
Shares on the London Stock Exchange's market for listed securities. It is
anticipated that such cancellations will take effect no earlier than twenty
Business Days after Catlin has, by virtue of its shareholding and acceptances of
the Offer, acquired or contracted to acquire 75 per cent. of the voting rights
attaching to the Wellington Shares. The cancellation of the listing would
significantly reduce the liquidity and marketability of any Wellington Shares
not assented to the Offer at that time.

If Catlin receives acceptances under the Offer in respect of 90 per cent. or
more of the Wellington Shares to which the Offer relates, Catlin will exercise
its right pursuant to the provisions of Schedule 2 to the Interim Implementation
Regulations to acquire compulsorily the remaining Wellington Shares in respect
of which the Offer has not been accepted. It is proposed that following the
Offer becoming or being declared unconditional as to acceptances Wellington will
be re-registered as a private company under the relevant provisions of the
Companies Act.

17. Special General Meeting of Catlin

The Offer is conditional upon, inter alia, Catlin Shareholders approving the
Acquisition and the issue of the New Catlin Shares pursuant to the Offer. A
shareholder circular, including a notice convening the Special General Meeting,
will be sent to Catlin Shareholders for this purpose in due course.

The Board of Catlin intends unanimously to recommend that Catlin Shareholders
vote in favour of the resolutions to be proposed at the Special General Meeting
as Catlin's Directors intend to do in respect of their own beneficial holdings
of Catlin Shares which represent 1.78 per cent. of Catlin's existing issued
share capital.

18. Overseas Shareholders

The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdiction where they are resident.
Wellington Shareholders who are not resident in the United Kingdom should inform
themselves about, and observe, any applicable requirements.

19. Disclosure of Interests in Wellington and Irrevocable Undertakings

The Wellington Directors who hold Wellington Shares have given Catlin
irrevocable undertakings to accept the Offer in respect of their own beneficial
holdings of Wellington Shares, amounting in aggregate to 764,244 Wellington
Shares, representing approximately 0.16 per cent. of Wellington's existing
issued share capital. The irrevocable undertakings will cease to be binding only
if the Offer, having been made, lapses or is withdrawn.

Except for the irrevocable undertakings summarised above, neither Catlin nor, so
far as the Catlin Directors are aware, any person acting in concert with it owns
or controls or has borrowed or lent (save for any borrowed shares which have
been either on-lent or sold) any Wellington Shares or any securities convertible
or exchangeable into Wellington Shares or any rights to subscribe for or
purchase the same, or holds any options (including traded options) in respect
of, or has any option to acquire, any Wellington Shares or has entered into any
derivatives referenced to Wellington Shares which remain outstanding, nor does
any such person hold any long exposure or short positions in relation to
Wellington Shares (whether conditional or absolute and whether in the money or
otherwise) including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery, nor does any such person have any arrangement in relation to
Wellington Shares.

For these purposes, 'arrangement' includes any indemnity or option arrangement,
any agreement or understanding, formal or informal, of whatever nature, relating
to Wellington Shares which may be an inducement to deal or refrain from dealing
in such shares.

20. Recommendation

The Board of Wellington, which has been so advised by Lexicon Partners,
considers the terms of the Offer to be fair and reasonable. In providing advice
to the Wellington Board, Lexicon Partners has taken into account the commercial
assessments of the Wellington Board. Accordingly, the Board of Wellington
intends unanimously to recommend that Wellington Shareholders accept the Offer.
The members of the Board of Wellington who hold Wellington Shares have given
Catlin irrevocable undertakings to accept the Offer in respect of their own
beneficial holdings of Wellington Shares, which represent approximately 0.16 per
cent. of Wellington's existing issued share capital.

ENQUIRIES

For further information, contact:

Catlin
James Burcke (Head of Communications, London)
Tel: [phone]
Mobile: [phone]
Email: [e-mail]

William Spurgin (Head of Investor Relations, London)
Tel: [phone]
Mobile: [phone]
Email: [e-mail]

JPMorgan Cazenove
Sole financial adviser and joint corporate broker to Catlin
Tel: [phone]
Tim Wise
Robert Thomson
Conor Hillery

UBS Investment Bank
Joint corporate broker to Catlin
Tel: [phone]
Phil Shelley

Maitland
Public relations adviser to Catlin
Liz Morley
Neil Bennett
Tel: [phone]
Email: [e-mail]

Wellington
Tel: [phone]
Preben Prebensen (Chief Executive)

Lexicon Partners
Sole financial adviser to Wellington
Tel: [phone]
Angus Winther
James Viggers

Citigroup Global Markets
Sole corporate broker to Wellington
Tel: [phone]
Andrew Thompson

Financial Dynamics
Public relations adviser to Wellington
Tel: [phone]
Rob Bailhache
Geoffrey Pelham-Lane

Note:
1. The statements that the Acquisition will be earnings enhancing do not
constitute a profit forecast and should not be interpreted to mean that the
earnings per share in the first full financial year following the Acquisition,
or in any subsequent period, would necessarily match or be greater than those
for the relevant preceding financial year.

The Offer will be on the terms and conditions set out herein and in Appendix I
and to be set out in the Offer Document and Form of Acceptance and Election. It
is intended that the Offer Document (including a letter of recommendation from
the Chairman of Wellington) and Forms of Acceptance and Election will be
despatched shortly to Wellington Shareholders.

Appendix II contains the sources and bases of certain information set out in
this Announcement.

JPMorgan Cazenove, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Catlin and no one
else in connection with the Offer and will not be responsible to anyone other
than Catlin for providing the protections afforded to clients of JPMorgan
Cazenove or for providing advice in relation to the Offer, the contents of this
Announcement, or any matter referred to herein.

UBS Limited, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Catlin and no one else
in connection with the Offer and will not be responsible to anyone other than
Catlin for providing the protections afforded to clients of UBS Limited or for
providing advice in relation to the Offer, the contents of this Announcement, or
any matter referred to herein.

Lexicon Partners, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Wellington and no one
else in connection with the Offer and will not be responsible to anyone other
than Wellington for providing the protections afforded to clients of Lexicon
Partners or for providing advice in relation to the Offer, the contents of this
Announcement, or any matter referred to herein.

Citigroup Global Markets, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for
Wellington and no one else in connection with the Offer and will not be
responsible to anyone other than Wellington for providing the protections
afforded to clients of Citigroup Global Markets or for providing advice in
relation to the Offer, the contents of this Announcement, or any matter referred
to herein.

This Announcement does not constitute, or form part of, any offer or invitation
to sell or purchase any securities, or any solicitation of any offer for,
securities in any jurisdiction. Any acceptance or other response to the Offer
should be made only on the basis of information contained in or referred to in
the Offer Document and the Prospectus which Catlin intends to despatch shortly
to Wellington Shareholders. Such documents will contain important information
which Wellington Shareholders are urged to read carefully.

The release, publication or distribution of this Announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this Announcement is released, published or distributed
should inform themselves about and observe such restrictions. Further, the laws
of the relevant jurisdiction may affect the availability of the Offer (including
the Mix and Match Facility) to persons not resident in the United Kingdom.
Persons who are not resident in the United Kingdom, or who are subject to the
laws of any jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. Further details in relation to
overseas shareholders will be contained in the Offer Document and the
Prospectus.

The information contained herein is not for publication or distribution into the
United States. The material set forth herein is for information purposes only
and should not be construed as an offer for securities for sale in or into the
United States. The New Catlin Shares to be issued in connection with the Offer
have not been, nor will they be, registered under the US Securities Act of 1933,
as amended, or under the securities laws of any state of the United States of
America and may not be offered or sold in the United States of America, absent
registration or an applicable exemption from registration. No public offering of
the securities will be made in the United States of America. The relevant
clearances have not been, and will not be, obtained from the securities
commission of any province or territory of Canada; no Prospectus or a Prospectus
equivalent has been, or will be, lodged with, or registered by, the Australian
Securities and Investments Commission and the New Catlin Shares have not been,
nor will they be, registered under or offered in compliance with applicable
securities laws of any state, province, territory or jurisdiction of Canada or
Australia. Accordingly, Catlin Shares may not (unless an exemption under
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into Canada or Australia or any other jurisdiction
outside the United Kingdom if to do so would constitute a violation of the
relevant laws of, or require registration thereof in, such jurisdiction or to,
or for the account or benefit of, a person located in Canada or Australia or
such other jurisdiction.

This Announcement, including information included or incorporated by reference,
may contain a number of forward-looking statements relating to Catlin and
Wellington with respect to, among others, the following: financial condition;
results of operation; the businesses of Catlin and Wellington; future benefits
of the transaction; and management plans and objectives. Catlin and Wellington
consider any statements that are not historical facts as 'forward-looking
statements'. They involve a number of risks and uncertainties that could cause
actual results to differ materially from those suggested by the forward-looking
statements. Important factors that could cause actual results to differ
materially from estimates or forecasts contained in the forward-looking
statements include, among others, the following possibilities: future revenues
are lower than expected; costs or difficulties relating to the combination of
the businesses of Catlin and Wellington, or of other future acquisitions, are
greater than expected; expected cost savings from the transaction or from other
future acquisitions are not fully realised or not realised within the expected
time frame; competitive pressures in the industry increase; general economic
conditions or conditions affecting the relevant industries, whether
internationally or in the places Catlin and Wellington do business are less
favourable than expected, and/or conditions in the securities market are less
favourable than expected.

The estimated operational cost savings and financial synergies have been
calculated on the basis of the existing cost and operating structures of the
companies and by reference to current prices and the current regulatory
environment. These statements of estimated cost savings relate to future actions
and circumstances which, by their nature, involve risk, uncertainties and other
factors. Because of this, the cost savings and financial synergies referred to
may not be achieved, or those achieved could be materially different from those
estimated. These statements should not be interpreted to mean that the earnings
per share in the first full financial year following the Acquisition, or in any
subsequent period, would necessarily match or be greater than those for the
relevant preceding financial period.

Catlin Shareholders and Wellington Shareholders should note that the prior
consent of the Financial Services Authority and Lloyd's (and potentially other
regulatory authorities in jurisdictions in which the Catlin Group and/or the
Wellington Group conduct their business) will be required for any person either
alone or with their associates to hold or control, directly or indirectly, 10
per cent. or more of Catlin's common issued share capital following the
Acquisition, as that person will be regarded as a 'controller' of the regulated
insurance entities in the Enlarged Group. In order to obtain such consents, the
relevant person will be required to provide certain information to the Financial
Services Authority, Lloyd's or other regulatory bodies (as applicable) and may
be required to give certain undertakings in respect of its interest. If the
relevant person fails to obtain such consent, the Catlin Board may invoke
provisions contained in Catlin's byelaws which may result in some or all of the
shares in Catlin (including the New Catlin Shares) held by such person ceasing
to carry the right to vote or in the person being required to sell some or all
of its shares in Catlin. Shareholders should also be aware that the Financial
Services Authority may exercise the powers conferred on it by section 189 of the
FSMA and may impose criminal sanctions under section 191 of the FSMA.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers, if
any person is, or becomes, 'interested' (directly or indirectly) in 1 per cent.
or more of any class of 'relevant securities' of Catlin or of Wellington, all
'dealings' in any 'relevant securities' of that company (including by means of
an option in respect of, or a derivative referenced to, any such 'relevant
securities') must be publicly disclosed by no later than 3.30 pm (London time)
on the business day following the date of the relevant transaction. This
requirement will continue until the date on which the offer becomes, or is
declared, unconditional as to acceptances, lapses or is withdrawn or until the
'offer period' otherwise ends. If two or more persons act together pursuant to
an agreement or understanding, whether formal or informal, to acquire an
'interest' in 'relevant securities' of Catlin or Wellington, they will be deemed
to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of Catlin or of Wellington by Catlin or Wellington, or by any of
their respective 'associates', must be disclosed by no later than 12.00 noon
(London time) on the business day following the date of the relevant
transaction.

A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel.

Appendix I

Conditions to and further terms of the Offer

Part A - Conditions of the Offer

The Offer will be subject to the following conditions:

(a) valid acceptances being received (and not, where permitted, withdrawn) by 
    not later than 3.00pm (London time) on the First Closing Date (or such later 
    time(s) and/or date(s) as Catlin may, subject to the City Code, decide) in 
    respect of not less than 90 per cent. (or such lesser percentage as Catlin 
    may decide) in nominal value of the Wellington Shares to which the Offer     
    relates and that represent not less than 90 per cent. (or such lesser 
    percentage as Catlin may decide) of the voting rights carried by the 
    Wellington Shares to which the Offer relates, provided that this condition 
    shall not be satisfied unless Catlin and/or any of its wholly-owned 
    subsidiaries shall have acquired or agreed to acquire whether (pursuant to 
    the Offer or otherwise) directly or indirectly, Wellington Shares carrying, 
    in aggregate, more than 50 per cent. of the voting rights then normally 
    exercisable at general meetings of Wellington including, for this purpose 
    (to the extent, if any, required by the Panel), any such voting rights 
    attaching to any Wellington Shares that are unconditionally allotted or 
    issued before the Offer becomes or is declared unconditional as to 
    acceptances, whether pursuant to the exercise of any outstanding 
    subscription conversion or exchange rights or otherwise; and, for the 
    purpose of this condition:

        (i) the expression 'Wellington Shares to which the Offer relates' means 
            (i) the existing unconditionally allotted or issued and fully paid 
            ordinary shares of 10 pence each in the capital of Wellington on the 
            date that the Offer is made and (ii) any further ordinary shares of 
            10 pence each in the capital of Wellington which are unconditionally 
            allotted or issued and fully paid after that date but before the 
            date on which the Offer ceases to be open for acceptance or such 
            earlier date as Catlin (subject to the City Code) may determine 
            (not being earlier than the date on which the Offer becomes or is 
            declared unconditional as to acceptances), but (iii) excludes any 
            issued Wellington Shares held as treasury shares except to the 
            extent that they are transferred out of treasury whilst the Offer 
            remains open for acceptance and (iv) excludes any Wellington Shares 
            which are treated at the date of the Offer as already held by Catlin 
            for the purposes of paragraph 1(1) of Schedule 2 to the Interim 
            Implementation Regulations;

       (ii) Wellington Shares which have been unconditionally allotted but not 
            issued shall be deemed to carry the voting rights which they will 
            carry upon issue; and

      (iii) valid acceptances shall be deemed to have been received in respect 
            of Wellington Shares which are treated for the purposes of paragraph 
            2 (15) of Schedule 2 of the Interim Implementation Regulations as 
            having been acquired or contracted to be acquired by Catlin by 
            virtue of acceptances of the Offer;

(b) the passing at the Special General Meeting (or at any adjournment thereof) 
    of such resolutions as may be necessary to approve, implement and effect the
    Offer and the Acquisition (including, without limitation, resolutions to 
    increase Catlin's authorised share capital and to authorise the directors of 
    Catlin to allot shares pursuant to or in connection with the Offer);

(c) the admission of the New Catlin Shares to the Official List becoming 
    effective in accordance with the Listing Rules and the admission to trading 
    on the London Stock Exchange's market for listed securities becoming 
    effective in accordance with the Admission and Disclosure Standards, or (if
    Catlin so determines and subject to the consent of the Panel) the UK Listing
    Authority and the London Stock Exchange agreeing to admit such shares to 
    listing and trading respectively subject only to allotment of such shares;

(d) the Financial Services Authority having notified Catlin in writing in terms 
    satisfactory to Catlin and Wellington (Catlin and Wellington acting 
    reasonably in assessing whether such terms are satisfactory) that it does
    not object to any person pursuant to the Offer becoming a controller of any
    member of the wider Wellington Group or any member of the wider Catlin Group 
    for the purposes of the FSMA and Lloyd's having notified Catlin in writing 
    in terms satisfactory to Catlin and Wellington (Catlin and Wellington acting 
    reasonably in assessing whether such terms are satisfactory) that it 
    consents to Catlin and any other person becoming a controller of WUAL and 
    the Wellington Corporate Members for the purposes of the Lloyd's Definitions 
    Bye-Law;

(e) the Office of Fair Trading indicating in terms satisfactory to Catlin that 
    it does not intend to refer the Acquisition or any matters arising therefrom 
    to the Competition Commission;

(f) all filings having been made and all or any applicable waiting and other 
    time periods (including extensions thereto) under the United States 
    Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) and the
    regulations thereunder having expired, lapsed or been terminated as 
    appropriate in respect of the Offer and the acquisition of any shares in, 
    or control of, Wellington or any other member of the Wellington Group by 
    Catlin or any member of the wider Catlin Group or any matters arising 
    therefrom;

(g) all necessary filings having been made, all appropriate waiting periods 
    under any applicable legislation or regulations of any jurisdiction having 
    expired, lapsed or terminated in each case in respect of the Offer and the 
    proposed acquisition of any shares in, or control of, Wellington or any 
    other member of the wider Wellington Group by Catlin or any other member
    of the wider Catlin Group, and all authorisations, orders, recognitions, 
    grants, determinations, consents, licences, confirmations, valuations, 
    reports, clearances, certificates, permissions, exemptions and approvals 
    (each an 'Authorisation') necessary or considered appropriate by Catlin and 
    Wellington (Catlin and Wellington acting reasonably in considering whether 
    any such Authorisation is appropriate) for or in respect of the Offer or the
    proposed acquisition of any shares in, or control of, Wellington or any 
    other member of the wider Wellington Group by Catlin or any other member of 
    the wider Catlin Group or the carrying on by any member of the wider 
    Wellington Group of its business having been obtained, in terms and in a 
    form reasonably satisfactory to Catlin and Wellington from all appropriate 
    Third Parties or from any persons or bodies with whom any member of the 
    wider Wellington Group has entered into contractual arrangements, in each 
    case where the absence of such Authorisation from such a person is 
    reasonably likely to have a material adverse effect on the wider Wellington 
    Group taken as a whole and all such Authorisations remaining in full force 
    and effect and there being no notice or intimation of any intention to 
    revoke, withdraw, withhold, suspend, restrict, modify, amend or not to grant 
    or renew the same, which in any such case is reasonably likely to have a
    material adverse effect on the wider Wellington Group taken as a whole;

(h) except as Disclosed by Wellington, there being no provision of any 
    agreement, authorisation, arrangement, franchise, licence, permit or other 
    instrument to which any member of the wider Wellington Group is a party or
    by or to which any member of the wider Wellington Group or any of its assets 
    may be bound, entitled or subject, which in consequence of the Offer or the 
    proposed acquisition of any shares in, or control of Wellington or any other 
    member of the wider Wellington Group by Catlin or any member of the wider 
    Catlin Group or because of a change of control or management of any member 
    of the wider Wellington Group or otherwise, would or is reasonably likely 
    to result to an extent which would or is reasonably likely to be material 
    in the context of the wider Wellington Group taken as a whole, in:

        (i) any monies borrowed by or any other indebtedness, actual or 
            contingent, of any such member being or becoming repayable or 
            capable of being declared repayable immediately or earlier than its 
            stated maturity, or the ability of any such member to borrow monies 
            or incur any indebtedness being withdrawn or inhibited or being 
            capable of being withdrawn or materially inhibited;

       (ii) any such agreement, authorisation, arrangement, franchise, licence, 
            permit or other instrument being terminated or adversely modified or
            any obligation arising or any adverse action being taken or arising 
            thereunder;

      (iii) the interests or business of any such member of the wider Wellington 
            Group in or with any other person, firm, company or body (or any
            arrangements relating to such interests or business) being 
            terminated, modified or adversely affected;

       (iv) any assets of any such member of the wider Wellington Group being or 
            falling to be disposed of or charged otherwise than in the ordinary
            course of business;

        (v) the creation or enforcement of any mortgage, charge or other 
            security interest over the whole or any part of the business, 
            property or assets of any such member of the wider Wellington Group 
            or any such security (whenever arising or having arisen) becoming 
            enforceable;

       (vi) the creation of any liabilities (actual or contingent) by any member 
            of the wider Wellington Group; or

      (vii) the financial or trading position or prospects of the wider
            Wellington Group being materially adversely affected, and no event 
            having occurred which, under any provision of any such agreement,
            authorisation, arrangement, franchise, licence, permit or other 
            instrument, would or is reasonably likely to result in any of the 
            events or circumstances which are referred to in paragraphs (i) to 
            (vii) of this condition (h) where such result would or is reasonably 
            likely to be material in the context of the wider Wellington Group 
            taken as a whole;

(i) no Third Party having decided to take, instituted, implemented or threatened 
    any action, proceeding, suit, investigation or enquiry, or enacted or made 
    any statute, regulation or order or taken any other step which would or is 
    reasonably likely to:

        (i) require or prevent a material divestiture by any member of the wider 
            Catlin Group or any member of the wider Wellington Group of all or 
            any portion of their respective businesses, assets or properties or 
            impose any material limitation on the ability of any of them to 
            conduct their respective businesses and to own any of their 
            respective assets or property;

       (ii) impose any material limitation on the ability of any member of the 
            wider Catlin Group or of the wider Wellington Group to acquire or 
            hold or to exercise effectively, directly or indirectly, any rights 
            of ownership in respect of shares or the equivalent in any member of 
            the wider Wellington Group or to exercise management control over 
            any such member;

      (iii) otherwise materially and adversely affect any or all of the 
            businesses, assets, profits or prospects of any member of the wider 
            Catlin Group or any member of the wider Wellington Group;

       (iv) make the Offer or the proposed acquisition of any shares in 
            Wellington or any other member of the wider Wellington Group or 
            control of Wellington by Catlin or any member of the wider Catlin 
            Group void, illegal and/or unenforceable under the laws of any 
            jurisdiction, or otherwise, directly or indirectly, materially 
            restrain, restrict, prohibit or delay or otherwise materially impede 
            or challenge the implementation thereof, or impose material 
            additional conditions or obligations with respect thereto;

        (v) result in a material delay in the proposed acquisition of any shares 
            in or control, of Wellington or any other member of the wider
            Wellington Group by any member of the wider Catlin Group, or render 
            any member of the wider Catlin Group unable to acquire some or all 
            of the shares in, or control of, Wellington or any other member of 
            the wider Wellington Group;

       (vi) result in any member of the wider Wellington Group ceasing to be 
            able to carry on any business which is material in the context of 
            the  wider Wellington Group; or

      (vii) save pursuant to the Offer or pursuant to Schedule 2 of the Interim 
            Implementation Regulations, require any member of the wider Catlin 
            Group or of the wider Wellington Group to offer to acquire any 
            Wellington Shares or shares in any member of the wider Wellington 
            Group owned by any third party, and all applicable waiting and other 
            time periods during which any such Third Party could take, 
            institute, implement or decide to take or threaten any such action, 
            proceeding, suit, investigation or enquiry having expired, lapsed or
            been terminated;

(j) except as Disclosed by Wellington, no member of the wider Wellington Group 
    having since 31 December 2005:

        (i) (save as between Wellington and wholly-owned subsidiaries of 
            Wellington or between such wholly-owned subsidiaries or on the 
            exercise of rights to subscribe for Wellington Shares or pursuant to 
            the exercise of options granted under the Wellington Share Schemes 
            on or prior to the date of this Announcement), issued or authorised     
            the issue of additional shares of any class, or securities 
            convertible into, or rights, warrants or options to subscribe for, 
            or acquire, any such shares or convertible securities or redeemed, 
            purchased or reduced or made any other change to any part of its 
            share capital;

       (ii) save for the interim dividend of 1.6 pence per Wellington Share 
            payable in respect of the six months ended 30 June 2006 to 
            Wellington Shareholders on the register as at 15 September 2006, 
            declared, paid or made any bonus, dividend or other distribution 
            (other than as between Wellington and its wholly-owned subsidiaries 
            or between such wholly-owned subsidiaries);

      (iii) merged with any body corporate or acquired or disposed of or 
            transferred, mortgaged or charged or created any security interest 
            over any material assets or any material rights, title or interest 
            in any asset (including shares and trade investments (other than in 
            the ordinary course of business or a transaction between Wellington 
            and its wholly-owned subsidiaries or between such wholly-owned 
            subsidiaries);

       (iv) save as between Wellington and its wholly-owned subsidiaries or 
            between such wholly-owned subsidiaries, issued or authorised the 
            issue of any debentures or incurred or increased any indebtedness or 
            contingent liability which in any such case is material;

        (v) save as between Wellington and its wholly-owned subsidiaries or 
            between such wholly-owned subsidiaries, entered into any material 
            contract, reconstruction, amalgamation, commitment or other 
            transaction or arrangement otherwise than in the ordinary course of 
            business or waived or compromised any material claim or entered into 
            or materially changed the terms of any contract with any director;

       (vi) save as between Wellington and its wholly-owned subsidiaries or 
            between such wholly-owned subsidiaries, entered into, implemented, 
            effected or varied, any material contract or commitment (whether in 
            respect of capital expenditure or otherwise) which is of a long term 
            or unusual nature or which involves or is reasonably likely to 
            involve an obligation of such magnitude or nature or which is 
            reasonably likely to materially restrict the business of any
            member of the wider Wellington Group;

      (vii) terminated or varied the terms of any material agreement or 
            arrangement between any member of the wider Wellington Group and any 
            other person in a manner which is reasonably likely to have a 
            material adverse effect on the position or prospects of the wider 
            Wellington Group taken as a whole;

     (viii) modified the terms of any share option scheme, incentive scheme or 
            other benefit relating to the employment or termination of 
            employment of any person employed by the wider Wellington Group 
            which is material in the context of the wider Wellington Group taken 
            as a whole;

       (ix) taken any corporate action or had any legal proceedings instituted 
            or threatened against it or petition presented or order made for its
            winding-up (voluntarily or otherwise), dissolution or reorganisation 
            or for the appointment of a receiver, trustee, administrator, 
            administrative receiver or similar officer of all or any part of its 
            assets and revenues or any analogous or equivalent steps or 
            proceedings in or under the laws of any jurisdiction which in any 
            case is material;

        (x) made any material alteration to its memorandum or articles of 
            association; or

       (xi) entered into any agreement, commitment or arrangement or passed any 
            resolution or made any offer (which remains open for acceptance) or
            proposed or announced any intention with respect to any of the 
            transactions, matters or events referred to in this condition (j);

(k) since 31 December 2005, and save as Disclosed by Wellington:

        (i) no change or deterioration having occurred in the business, assets, 
            financial or trading position or profits of any member of the wider 
            Wellington Group;

       (ii) no litigation, arbitration proceedings, prosecution or other legal 
            proceedings or investigation having been instituted or threatened by
            or against or remaining outstanding against any member of the wider 
            Wellington Group or to which any member of the wider Wellington 
            Group is a party (whether as plaintiff, defendant or otherwise);

      (iii) no contingent liability having arisen or become apparent or 
            increased; and

       (iv) (other than as a result of the Offer) no enquiry or investigation 
            by, or complaint or reference to, any Third Party having been
            threatened, announced, implemented, instituted by or against or 
            remaining outstanding against or in respect of any member of the 
            wider Wellington Group, 

        and which in any such case is material and adverse in the context of the 
        wider Wellington Group taken as a whole;

(l) except as Disclosed by Wellington, Catlin not having discovered that:

        (i) any financial or business or other information concerning any member 
            of the Wellington Group which has been publicly announced at any 
            time by any member of the Wellington Group is misleading, contains a
            misrepresentation of fact or omits to state a fact necessary to make 
            the information contained therein not misleading and which was not 
            subsequently corrected before the day immediately preceding the date 
            of the Announcement by being publicly announced and which 
            information is material in the context of the Wellington Group taken 
            as a whole; or

       (ii) any member of the wider Wellington Group is subject to any liability 
            (contingent or otherwise) which has not been Disclosed and which is
            material in the context of the Wellington Group taken as a whole;

(m) since 31 December 2005, and save as Disclosed by Catlin:
        
        (i) no change or deterioration having occurred in the business, assets, 
            financial or trading position or profits of any member of the wider 
            Catlin Group;

       (ii) no litigation, arbitration proceedings, prosecution or other legal 
            proceedings or investigation having been instituted or threatened by
            or against or remaining outstanding against any member of the wider 
            Catlin Group or to which any member of the wider Catlin Group is a 
            party (whether as plaintiff, defendant or otherwise);

      (iii) no contingent liability having arisen or become apparent or 
            increased; and

       (iv) (other than as a result of the Offer) no enquiry or investigation 
            by, or complaint or reference to, any Third Party having been
            threatened, announced, implemented, instituted by or against or 
            remaining outstanding against or in respect of any member of the 
            wider Catlin Group, and which in any such case is material and 
            adverse in the context of the wider Catlin Group taken as a whole; 
            and

(n) except as Disclosed by Catlin, Wellington not having discovered that:

        (i) any financial or business or other information concerning any member 
            of the Catlin Group which has been publicly announced at any time by
            any member of the Catlin Group is misleading, contains a 
            misrepresentation of fact or omits to state a fact necessary to make 
            the information contained therein not misleading and was not 
            subsequently corrected before the day immediately preceding the date 
            of the Announcement by being publicly announced and which 
            information is material in the context of the Catlin Group taken as 
            a whole; or

       (ii) any member of the wider Catlin Group is subject to any liability 
            (contingent or otherwise) which has not been Disclosed and which is 
            material in the context of the Catlin Group taken as a whole.

For the purposes of these conditions:

   • the 'wider Wellington Group' means Wellington and its subsidiary
    undertakings, associated undertakings and any other undertaking in which
    Wellington and such undertakings (aggregating their interests) have a
    significant interest and the 'wider Catlin Group' means Catlin and its
    subsidiary undertakings, associated undertakings and any other undertaking
    in which Catlin and such undertakings (aggregating their interests) have a
    significant interest and, for these purposes, 'subsidiary undertaking',
    'associated undertaking' and 'undertaking' have the meanings given by the
    Companies Act (but for this purpose ignoring paragraph 20(1)(b) of Schedule
    4A of the Companies Act) and 'significant interest' means an interest in
    twenty per cent. or more of the equity capital of an undertaking;


   • the term 'material' or 'materially' means material or materially in the
    context of the wider Wellington Group (or, as the case may be, the wider
    Catlin Group) taken as a whole;


   • any event or matter concerning the 'wider Wellington Group' or 'the
    wider Catlin Group' shall be deemed to be waived by Catlin (or Wellington as
    the case may be) unless such event or matter was of sufficient significance
    to have a material adverse effect on the wider Wellington Group (or, as the
    case may be, the wider Catlin Group) taken as a whole;


   • 'Disclosed by Catlin' means fairly disclosed in writing by or on behalf
    of Catlin to Wellington prior to the date of this Announcement, disclosed in
    Catlin's annual report and accounts for the year ended 31 December 2005 or
    in Catlin's unaudited interim results for the half year ended 30 June 2006
    or as publicly announced by Catlin prior to the date of this Announcement;


   • 'Disclosed by Wellington' means fairly disclosed in writing by or on
    behalf of Wellington to Catlin prior to the date of this Announcement,
    disclosed in Wellington's annual report and accounts for the year ended 31
    December 2005 or in Wellington's unaudited interim results for the half year
    ended 30 June 2006 or as publicly announced by Wellington prior to the date
    of this Announcement;


   • 'Third Party' means any government or governmental, quasi-governmental,
    supranational, statutory or regulatory body, or any court, trade agency,
    association, institution or professional or environmental body or any other
    body or person in any jurisdiction; and


   • 'publicly announced' means an announcement notified to a Regulatory
    Information Service being any service authorised from time to time by the UK
    Listing Authority for the purposes of the dissemination of regulatory
    announcements required by the Listing Rules.

Catlin reserves the right to waive, in whole or in part, all or any of the above
conditions except conditions (b) to (g) (inclusive), (m) and (n). Conditions (d)
to (g) inclusive may be waived by agreement in writing by Catlin and Wellington.

Wellington reserves the right to waive either of conditions (m) or (n) in whole
or in part.

In the event that Catlin intends to declare the Offer unconditional in all
respects (save for satisfaction of condition (c)) it shall be entitled to give
written notice ('the Catlin Notice') to Wellington requiring Wellington to
notify Catlin in writing as soon as practicable and in any event within one
Business Day whether or not conditions (d) to (g) inclusive, (m) and (n) have
been fulfilled and, if they have not, whether Wellington wishes to waive them.
The Catlin Notice shall contain a confirmation that, so far as Catlin is aware
(but without making enquiry) there is no event, circumstance or matter which has
occurred which would mean that any of the conditions referred to in paragraphs
(d) to (g) inclusive, (m) or (n) have not been fulfilled. Unless Wellington
advises Catlin within such period that any of conditions (d) to (g) inclusive,
(m) or (n) have not been fulfilled nor have been waived, such conditions shall
be deemed to have been fulfilled or waived provided that Catlin declares the
Offer unconditional in all respects (save for satisfaction of condition (c))
within one Business Day after the expiry of such period.

Subject to the immediately preceding paragraph, Wellington shall not be under
any obligation to waive or treat as satisfied either of the conditions referred
to in paragraphs (m) and (n) above by a date earlier than the date specified
below for the satisfaction thereof notwithstanding that the other conditions of
the Offer may at such earlier date have been waived or fulfilled and that there
are at such earlier date no circumstances indicating that any of such conditions
may not be capable of fulfilment.

If Catlin is required by the Panel to make an offer for Wellington Shares under
the provisions of Rule 9 of the City Code, Catlin may make such alterations to
the above conditions, including condition (a), as are necessary to comply with
the provisions of that Rule.

FURTHER PROVISIONS RELATING TO THE OFFER

The Offer is final and will not be increased, except that Catlin reserves the
right to increase the Offer if any third party announces a firm intention to
make an offer for Wellington.

The Offer will lapse unless all the conditions relating to the Offer have been
fulfilled or satisfied or (if capable of waiver) waived, at midnight on the
twenty first day after the later of the First Closing Date and the date on which
the Offer becomes or is declared unconditional as to acceptances, or in each
case such later date as Catlin may, with the consent of the Panel or in
accordance with the Code, decide. Catlin shall be under no obligation to waive
or treat as satisfied any of conditions (b) to (g) (inclusive) by a date earlier
than the latest date specified above for the satisfaction thereof
notwithstanding that the other conditions of the Offer may at such earlier date
have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any such conditions may not be capable of
fulfilment. Wellington shall be under no obligations to waive or treat as
satisfied any of conditions (d) to (g) inclusive, (m) or (n) by a date earlier
than the latest date specified above for the satisfaction thereof
notwithstanding that the other conditions of the Offer may at such earlier date
have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any such conditions may not be capable of
fulfilment.

The Offer will lapse (unless the Panel otherwise consents) if, before the First
Closing Date or the time and date when the Offer becomes or is declared
unconditional as to acceptances (whichever is the later), the Offer, or any
aspect of it, is referred to the Competition Commission or the European
Commission either initiates proceedings under Article 6(1)(c) of Council
Regulation (EC) No 139/2004 or, following a referral by the European Commission
to a competent authority in the United Kingdom under Article 9(1) of that
Regulation, there is a subsequent reference to the Competition Commission.

If the Offer lapses, the Offer will cease to be capable of further acceptance
and Catlin, JPMorgan Cazenove and accepting Wellington Shareholders shall then
cease to be bound by Forms of Acceptance and Election delivered at or before the
time when the Offer lapses.

The Offer will be governed by English law and be subject to the jurisdiction of
the English courts.

The Offer will comply with the rules and regulations of the Financial Services
Authority, the London Stock Exchange and with the Code.

The Wellington Shares are to be acquired by Catlin pursuant to the Offer fully
paid and free from all liens, charges, equitable interests, encumbrances,
pre-emptive rights and other third party rights and interests of any nature
whatsoever and together with all rights now and hereafter attaching thereto,
including the right to receive and retain all dividends and other distributions
(if any) declared, made or paid, after the date of this Announcement save for
the interim dividend of 1.6 pence per Wellington Share payable in respect of the
six months ended 30 June 2006 to be paid on 24 November 2006 to Wellington
Shareholders on the register as at 15 September 2006.

The Offer is not being made, directly or indirectly, in or into, Australia,
Canada or any other jurisdiction where to do so would constitute a violation of
the relevant laws of such jurisdiction.

Each of conditions (a) to (n) shall be regarded as a separate condition and
shall not be limited by reference to any other condition.

Appendix II

Sources and Bases of Information

In this Announcement:

1. Unless otherwise stated:

(i) information relating to Wellington has been extracted without material
adjustment from the audited financial statements of Wellington for the relevant
financial year or from Wellington's unaudited interim results and trading
statements; and

(ii) information relating to Catlin has been extracted without material
adjustment from the audited financial statements of Catlin for the relevant
financial year or from Catlin's unaudited interim results and trading
statements.

2. Unless otherwise stated, all prices quoted for shares are closing middle
market prices and are derived from the Daily Official List of the London Stock
Exchange.

3. The value of the whole of the issued share capital of Wellington of
approximately £591 million is based upon 486,807,484 shares being the number of
existing issued shares of Wellington as at the close of business on the last
Business Day preceding the date of this Announcement and an offer value of
approximately 121 pence per Wellington Share.

4. The number of New Catlin Shares to be issued pursuant to the Offer, being
82,757,272 (assuming full acceptance of the Offer and no options existing under
the Wellington Share Schemes are exercised) is based on 486,807,484 Wellington
Shares in issue on 27 October 2006.

5. All share prices expressed in pence have been rounded to one decimal place
and all percentages have been rounded to zero, one or two decimal places.

6. As at 27 October 2006 (being the last Business Day before this Announcement),
486,807,484 Wellington Shares were in issue. The International Securities
Identification Number for Wellington Shares is GB0009474080. In addition, as at
27 October 2006 (being the last Business Day before this Announcement)
163,744,088 Catlin Shares were in issue. The International Securities
Identification Number for Catlin Shares is BMG196F11004.

Appendix III

Definitions

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

'2005 US Hurricanes'        means hurricanes Katrina, Rita and Wilma which 
                            affected the US during the course of 2005;

'Acquisition'               means the proposed acquisition by Catlin pursuant to 
                            the Offer of the issued and to be issued share 
                            capital of Wellington;

'Admission'                 means the admission of the New Catlin Shares to the 
                            Official List in accordance with the Listing Rules 
                            and to trading on the London Stock Exchange's market 
                            for listed securities in accordance with the 
                            Admission and Disclosure Standards;

'Admission and Disclosure 
Standards'                  means the requirements contained in the publication 
                            'Admission and Disclosure Standards' dated July 2006 
                            (as amended from time to time) containing, inter 
                            alia, the admission requirements to be observed by 
                            companies seeking admission to trading on the London 
                            Stock Exchange's market for listed securities;

'Announcement'              means this announcement;

'Australia'                 means the Commonwealth of Australia, its territories 
                            and possessions and all areas subject to its 
                            jurisdiction and any political sub-division thereof;

'Business Day'              means any day (other than a Saturday or Sunday) on 
                            which banks generally are open for business in 
                            London (other than solely for settlement and trading 
                            in euro);

'Canada'                    means Canada, its territories and possessions and 
                            all areas subject to its jurisdiction and any 
                            political sub-division thereof;

'Catlin'                    means Catlin Group Limited;

'Catlin Bermuda'            means Catlin Insurance Company Limited;

'Catlin Board', 'Board 
of Catlin' or 'Catlin 
Board of Directors'         means the board of directors of Catlin;

'Catlin Directors'          means the directors of Catlin;

'Catlin Group'              means Catlin and its subsidiary undertakings 
excluding Wellington 
and the Wellington Group;

'Catlin Shares'             means the common shares of $0.01 each in the capital 
of Catlin;

'Catlin Shareholders'       means the holders of Catlin Shares;

'Catlin UK'                 means Catlin Insurance Company (UK) Ltd;

'Catlin US'                 means Catlin Insurance Company Inc.;

'Cessation Application'     means the application to be made by Wellington 
                            pursuant to Lloyd's Major Syndicate Transactions 
                            Byelaw for WUAL to cease accepting new or renewal 
                            business on behalf of Syndicate 2020 with effect 
                            from 31 December 2006;

'City Code' or 'Code'       means the City Code on Takeovers and Mergers of the 
                            United Kingdom;

'Citigroup Global Markets'  means Citigroup Global Markets Limited;

'Companies Act'             means the Companies Act 1985 as amended;

'Conditions'                means the conditions to the Offer set out in 
                            Appendix I (A);

'Disclosure Rules'          means the disclosure rules and regulations made by 
                            the UK Listing Authority;

'Enlarged Group'            means the Catlin Group and the Wellington Group 
                            following completion of the Acquisition;

'First Closing Date'        means the date no earlier than 21 days following the 
                            posting of the Offer Document to be specified as 
                            such in the Offer Document;

'Form of Acceptance and 
Election'                   means the form of acceptance and election relating 
                           to the Offer which will accompany the Offer Document;

'FSMA'                      means the Financial Services and Markets Act 200 as 
                            amended;

'Further Terms'             means the further terms of the Offer set out in 
                            Appendix I(B);

'Independent Competing 
Offer'                      means an Independent Offer which is either announced 
                            before the Offer lapses or is withdrawn or is 
                            announced following the announcement of another 
                            Independent Offer which is itself announced before 
                            the Offer lapses or is withdrawn in accordance with 
                            its terms;

'Independent Offer'         means an offer (including by way of a scheme of 
                            arrangement) or proposal to acquire more than 50 per 
                            cent. of the Wellington Shares (when added to any 
                            Wellington Shares already owned or agreed to be 
                            acquired by the person making or entering into the 
                            offer or proposal) and which: 
            
                            (a) is made or entered into by a person who is not 
                            acting in concert with or an affiliate of (as those 
                            terms are defined in the Code) Catlin; and

                            (b) does not relate to a reorganisation, 
                            reconstruction or redomestication of the Wellington 
                            Group and which does not result in a material change 
                            in the ultimate ownership of the Wellington Group;

'Interim Implementation 
Regulations'                means the Takeovers Directive (Interim 
                            Implementation) Regulations 2006;

'JPMorgan'                  means JPMorgan Chase Bank, N.A.;

'JPMorgan Cazenove'         means JPMorgan Cazenove Limited;

'Lexicon Partners'          means Lexicon Partners Limited;

'Listing Rules'             means the listing rules and regulations made by the 
                            UK Listing Authority;

'Lloyd's'                   means the Society and Corporation of Lloyd's  
                            incorporated by the Lloyd's Act of 1871;

'London Stock Exchange'     means London Stock Exchange plc;

'Mix and Match Facility'    means the mix and match facility under which 
                            Wellington Shareholders who validly accept the Offer 
                            may, subject to availability, elect to vary the 
                            proportion of New Catlin Shares and cash they will 
                            receive under the Offer;

'New Catlin Shares'         means Catlin Shares proposed to be issued fully 
                            paid to Wellington Shareholders pursuant to the 
                            Offer;

'Offer'                     means the offer recommended by the Board of 
                            Wellington to be made by Catlin (including the Mix 
                            and Match Facility) to acquire Wellington Shares to 
                            be on the terms and subject to the conditions set 
                            out or referred to in this Announcement and to be 
                            set out in the Offer Document and, where the context 
                            admits, any subsequent revisions, variations, 
                            extensions or renewals thereof;

'Offer Document'            means the document to be sent to Wellington 
                            Shareholders containing the Offer;

'Official List'             means the Official List maintained by the UK Listing 
                            Authority;

'Panel'                     means the United Kingdom Panel on Takeovers and 
                            Mergers;

'Prospectus'                means the prospectus to be issued by Catlin in  
                            connection with the proposed issue of New Catlin 
                            Shares and applications for Admission of the New 
                            Catlin Shares for the purposes of the Offer;

'Shares' or 'Wellington 
Shares'                     means the ordinary shares of 10 pence each in the 
                            capital of Wellington;

'Special General Meeting'   means the special general meeting of Catlin to be 
                            convened for the purposes of, inter alia, 
                            considering, and if thought fit, approving the 
                            Acquisition;

'Syndicate 2003'            means syndicate 2003 at Lloyd's;

'Syndicate 2020'            means syndicate 2020 at Lloyd's;

'UBS Investment Bank'       means UBS Limited;

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

'UK Listing Authority' 
or 'UKLA'                   means the United Kingdom Financial Services 
                            Authority in its capacity as the competent authority 
                            for listing under Part VI of the FSMA;

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

'Wellington' or the 
'Company'                   means Wellington Underwriting plc;

'Wellington Board', 
'Board of Wellington'
or 'Wellington Board of 
Directors'                  means the board of directors of Wellington;

'Wellington Corporate 
Members'                    means those subsidiaries of Wellington which are 
                            registered as corporate members of Lloyd's;

'Wellington Directors'      means the directors of Wellington;

'Wellington Group'          means Wellington and its subsidiary undertakings;

'Wellington Shareholders'   means the holders of Wellington Shares;

'Wellington Share Schemes'  means any or all of the Wellington Underwriting plc 
                            Performance Share Plan, the Wellington Underwriting 
                            plc 1996 Approved Executive Share Option Scheme, the 
                            Wellington Underwriting plc 1996 Executive Share 
                            Option (No. 2) Scheme, the Wellington Underwriting 
                            plc Savings Related Share Option Scheme, the 
                            Wellington Underwriting Holdings Limited Executive 
                            Share Option Scheme, the Wellington Underwriting plc 
                            Overseas Share Option Scheme and the Wellington 
                            Underwriting plc Deferred Equity Share Scheme;

'WSIC'                      means Wellington Specialty Insurance Company;

'WUAL'                      means Wellington Underwriting Agencies Limited; and

'WUI'                       means Wellington Underwriting Inc..

All references to legislation in this Announcement are to the legislation of
England and Wales unless the contrary is indicated. Any reference to any
provision of any legislation shall include any amendment, modification,
re-enactment or extension thereof. Words importing the singular shall include
the plural and vice versa, and words importing the masculine gender shall
include the feminine or neutral gender.

For the purpose of this Announcement, 'subsidiary', 'subsidiary undertaking',
'undertaking' and ' associated undertaking' have the meanings given by the
Companies Act (but for this purpose ignoring paragraph 20(1)(b) of Schedule 4(A)
of the Companies Act). References to '£', 'sterling', 'p' and 'pence' are to the
lawful currency of the United Kingdom and references to '$', 'dollar', 'c' and
'cents' are to the lawful currency of the United States of America.



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