Mutual & Federal

Old Mutual PLC
20 January 2004

                                 Old Mutual plc

 Offer by Old Mutual (South Africa) Limited or its nominee ('OMSA') for shares
  held in Mutual & Federal Insurance Company Limited ('Mutual & Federal') not
 already owned by OMSA and its subsidiaries for the benefit of shareholders of
                           OMSA and its subsidiaries.


Old Mutual plc ('Old Mutual') today announces that its wholly owned subsidiary
OMSA, has announced a firm intention to make an offer to acquire all of the
Mutual & Federal shares not already owned by OMSA and its subsidiaries for the
benefit of the shareholders of OMSA and its subsidiaries.

The purchase price will be R17.50 per share, inclusive of any final dividend per
share declared by Mutual & Federal in respect of the financial year ended 31
December 2003. RSA Overseas Holdings (Luxembourg) (No1) s.a.r.l ('RSA'), a
subsidiary of Royal & Sun Alliance Insurance Group plc ('Royal & Sun Alliance'),
has irrevocably agreed to dispose of its shares in terms of the transaction and
has waived the excess consideration above R15.25 per share, inclusive of the
final dividend per share declared by Mutual & Federal.

The transaction will occur by way of a scheme of arrangement between Mutual &
Federal and its shareholders, which will be proposed by OMSA.  The scheme will
be subject to the approval of the shareholders of Mutual & Federal, the sanction
of the High Court of South Africa and those regulatory approvals that are
necessary.

If the scheme is successful, the total consideration payable by OMSA is
approximately R1,930 million. If the scheme is not successful then OMSA will
make an offer to all shareholders to acquire their shares at the same price as
proposed in the scheme. The follow-on offer will only be subject to regulatory
approval, to the extent required. RSA has also irrevocably undertaken to accept
this follow-on offer, should it be made, and has also waived the excess
consideration above R15.25 per share, inclusive of the final dividend per share
declared by Mutual & Federal.

Old Mutual and RSA have entered into an agreement whereby RSA will pay to a
bank, nominated by Old Mutual and acting as principal, a rand amount equal to
the full consideration RSA receives under the scheme (or follow-on offer should
it be made), together with any final dividend that RSA may receive from Mutual &
Federal in respect of the 2003 financial year (collectively amounting to R1,387
million). Such bank will pay to RSA £100 million.  Old Mutual will pay to the
bank in UK pounds, such consideration as may be agreed between Old Mutual and
the said bank, and receive R1,387 million.

Julian Roberts, Group Finance Director of Old Mutual said:

'We have enjoyed a long and successful partnership with Royal & Sun Alliance in
Mutual & Federal.  RSA's decision to divest its shareholding in Mutual & Federal
provides an excellent opportunity for us to bring Mutual & Federal under the
full control of Old Mutual.  Under these circumstances, we believe this is best
for the Mutual & Federal business, its customers and its staff and is evidence
of our continuing commitment to our businesses in South Africa'.

Mutual & Federal is one of the leading insurance companies in southern Africa,
providing personalised short term insurance services to the personal, commercial
and corporate markets in South Africa, Namibia, Botswana, Malawi and Zimbabwe.

The full text of the Mutual & Federal announcement is available on the JSE
Securities Exchange News Service (SENS) and on the Old Mutual website,
www.oldmutual.com.  A paper copy is available from Investor Relations, Old
Mutual plc, 5th Floor, 2 Lambeth Hill, London EC4V 4GG.


                                    - ends -


                                                               20th January 2004

Enquiries:

Old Mutual plc
James Poole (UK)
Tel [phone]

Nad Pillay (SA)
Tel: [phone]
Tel: [phone]

College Hill (UK)
Tony Friend
Tel: [phone]

Mr Julian Roberts, Group Finance Director, Old Mutual plc and Mr Bruce Campbell,
Managing Director, Mutual & Federal Insurance Company Limited will host a joint
conference call for analysts and investors at  13.00 p.m. London time (15.00
p.m. South African time)  today.  This call will include a brief introduction,
followed by an opportunity for questions.

Dial in details are as follows:

Title:                 Old Mutual Conference Call
Chairperson            Julian Roberts
Dial-in details        UK Freephone:             0800 953 1444
South Africa:          0800 994 090
International          [phone]

Replay available for 7 days.
Dial up details        UK Freephone              0800 953 1533
International          [phone]
                       PIN 929212#



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