Publication of Document

Catlin Group Limited
24 November 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
                            Publication of documents

Further to the announcement made on 30 October 2006 of the Offer by Catlin for
Wellington, Catlin announces that its Offer Document containing the full terms
and conditions of the Offer being made by Catlin to acquire the entire issued
and to be issued share capital of Wellington, is being posted to Wellington
Shareholders, together with the Form Of Acceptance And Election.

Key terms of the Offer

The Offer is made on the following basis:

• For each Wellington Share, 0.17 new Catlin Shares and 35 pence in cash.
  Based on the Closing Price of Catlin on 22 November 2006, the Offer values 
  each Wellington Share at approximately 122 pence and the existing issued share
  capital of Wellington at approximately £602 million.

• This represents a premium of approximately 1.8 per cent. to the Closing
  Price of Wellington on 22 November 2006, and approximately 25 per cent. to the
  Closing Price of Wellington on 23 October 2006, the last Business Day prior to
  the announcement that Catlin and Wellington were in discussions.

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.

Prospectus and Circular to Catlin Shareholders

The UK Listing Authority has today approved a Prospectus in relation to the
issue of up to 88,483,888 New Catlin Shares in connection with the Acquisition,
and a Circular to Catlin Shareholders which includes a Notice of General
Meeting. A general meeting of Catlin Shareholders is to be held at 4.30pm (local
time) on 12 December 2006 in Bermuda for the purpose of considering and if
thought fit approving the Acquisition. The Prospectus is being posted to Catlin
and Wellington Shareholders and the Circular to Catlin Shareholders.

Timetable

The First Closing Date of the Offer will be 18 December 2006. Wellington
Shareholders are strongly encouraged to accept the Offer ahead of this date.
Whilst Catlin remains confident of completing the Acquisition before Christmas,
the proximity of the 1 January 2007 renewals season means there are strong
commercial and operational advantages for the Enlarged Group in combining the
businesses, and therefore for Catlin's completing the Acquisition, ahead of this
date.

Update on Syndicate Cessation Application

As announced on 30 October 2006, Wellington has made an application 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. 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 allow the unaligned members of Syndicate
2020 to choose between receiving either (i) 50 pence in cash for each £1 of
prospective 2007 capacity on Syndicate 2020; or (ii) 40 pence in cash for each
£1 of prospective 2007 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.

Members' agents representing unaligned members of Syndicate 2020 have
recommended 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's 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 connection with the Cessation Application, Catlin has agreed to pay, or
reimburse to WUAL, on demand a sum equal to the amount of all the compensation
payable to unaligned members of Syndicate 2020 who validly accept the
compensation offered by WUAL pursuant to the Cessation Application, and to pay
the costs of printing and posting the Cessation Application. In the event that
all unaligned members of Syndicate 2020 choose the all-cash option, compensation
payable is currently estimated to total approximately £127 million.

Acceptance procedures

If you hold your Wellington Shares, or any of them, in certificated form (that
is, not in CREST), you may only accept the Offer in respect of such shares by
completing and signing the Form Of Acceptance And Election in accordance with
the procedures set out in the Offer Document and the Form Of Acceptance And
Election. The Form Of Acceptance And Election must be returned as soon as
possible and, in any event, so as to be received by Capita Registrars at
Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU not
later than 1.00 pm (London time) on 18 December 2006.

If you hold your Wellington Shares in certificated form, but under different
designations, you should complete a separate Form Of Acceptance And Election in
respect of each designation. Additional Forms of Acceptance And Election are
available from Capita Registrars by telephone on 0870 162 3121 (or [phone]
2157 if calling from outside the UK).

If you hold your Wellington Shares, or any of them, in uncertificated form (that
is, in CREST), you may only accept the Offer in respect of such shares
electronically through CREST by TTE instruction in accordance with the
procedures set out in the Offer Document. The TTE instruction must be settled as
soon as possible and, in any event, not later than 1.00 pm (London time) on 18
December 2006. If you hold your Wellington Shares under different member account
IDs, you should send a separate TTE instruction for each member account ID.

Copies of the Offer Document, Circular and Prospectus are available for
inspection at the offices of Debevoise & Plimpton LLP, Tower 42, 25 Old Broad
Street, London EC2N 1HQ during normal business hours up to and including the
date of Admission.

Terms defined in the Offer Document, Prospectus and Circular have the same
meanings in this announcement.

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
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

The Catlin Directors accept responsibility for the information contained in this
announcement. To the best of their knowledge and belief (having taken all
reasonable care to ensure that such is the case), the information contained in
this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information.

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. Such documents 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 are contained in the Offer Document.

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.

The Offer is made for the securities of a UK company and is subject to UK
disclosure requirements, which are different from those of the United States.
Financial statements included in the Offer Document and Prospectus have been
prepared in accordance with non-US accounting standards and may not be
comparable to the financial statements of US companies.

It may be difficult for you to enforce your rights and any claim you may have
arising under the US federal securities laws, since Catlin and Wellington are
located in non-US jurisdictions, and some or all of their officers and directors
may be residents of non-US jurisdictions. You may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgement.

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, the New 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 the United States, 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 the United States, Canada or Australia or such other jurisdiction.




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