Share Placing

Old Mutual PLC
30 May 2002


NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS.


This announcement is not an offer of the Old Mutual shares for sale into the
United States.  The Old Mutual shares have not been and will not be registered
under the US Securities Act of 1933 and may not be offered or sold in the United
States unless they are registered or exempt from registration.  There will be no
public offer of Old Mutual shares into the United States.



                                   OLD MUTUAL

                 RELEASE OF ST. PAUL LOCK-UP AND SHARE PLACING


Old Mutual plc ('Old Mutual') has granted conditional early release of the
lock-up arrangements entered into with St. Paul Fire and Marine Insurance
Company, a subsidiary of The St. Paul Companies, Inc. ('St. Paul') (NYSE: SPC),
to allow a placing (the 'Placing') of the 190,356,631 ordinary shares in Old
Mutual held by St. Paul.  Old Mutual has also granted to Merrill Lynch
International ('Merrill Lynch'), on behalf of the managers of the Placing, an
over-allotment option of up to 38,071,326 new ordinary shares.



The entire Placing, together with the new ordinary shares issued pursuant to the
over-allotment option, if exercised in full, would represent approximately 6% of
the enlarged issued ordinary share capital of Old Mutual.



The lock-up arrangements were entered into at the time of issue of the ordinary
shares now held by St. Paul as part of the consideration for the acquisition by
Old Mutual of Fidelity and Guaranty Life Insurance Company.  Release of the
lock-up is conditional on completion of the Placing.  No additional payment will
be made by either party under the cap and collar arrangement entered into at the
time of issue of such ordinary shares.



Merrill Lynch is acting as global co-ordinator and Joint Bookrunner to the
Placing.  UBS AG, through UBS Warburg ('UBS Warburg'), is acting as Joint
Bookrunner to the Placing and Lehman Brothers International (Europe) ('Lehman
Brothers') as Co-Manager to the Placing.  The Placing is conditional on the
matters described in the Appendix to this announcement and will be conducted in
accordance with the terms and conditions set out in the Appendix.



The Placing will be effected by way of an accelerated bookbuilt-placing of
190,356,631 ordinary shares held by St. Paul and a further 38,071,326 existing
or new ordinary shares in Old Mutual, subject to agreement between Old Mutual,
St. Paul, Merrill Lynch, UBS Warburg and Lehman as to the placing price in
respect of the ordinary shares at the close of the accelerated bookbuilding
period.



The book will open with immediate effect and will close no later than 31 May
2002.  Details of the Placing, including pricing, will be announced as soon as
practicable after the Placing closes.



In connection with the Placing, Old Mutual has agreed to grant to Merrill Lynch,
on behalf of all of the managers of the Placing, an over-allotment option to
subscribe or procure subscribers for up to 38,071,326 new ordinary shares in Old
Mutual.  This option may be exercised, in whole or in part, up to close of
business on the 30th day after completion of the Placing. In connection with the
Placing, Merrill Lynch may  effect transactions with a view to supporting the
market price of ordinary shares of Old Mutual at a level higher than that which
might otherwise prevail, for a period of 30 days after the closing of the
Placing.  However, there is no obligation on Merrill Lynch to do this.  Such
stabilising, if commenced, may be discontinued at any time, and must be brought
to an end by no later than 30 days after the closing of the Placing.


The Placing is not being made into South Africa, Namibia, Zimbabwe or Malawi.


                                                                     30 May 2002

ENQUIRIES:


Old Mutual                 James Poole
                           [phone]


Merrill Lynch              James Agnew
                           Rupert Hume-Kendall
                           [phone]


UBS Warburg                Alex Wilmot-Sitwell
                           Philip Ellick
                           [phone]


College Hill               Tony Friend
                           [phone]

This announcement does not constitute an invitation to underwrite, subscribe for
or otherwise acquire or dispose of any Old Mutual shares.  Past performance is
no guide to future performance and persons needing advice should consult an
independent financial adviser.


Merrill Lynch is acting for St. Paul and Old Mutual in connection with the
Placing and no one else, and will not be responsible to anyone other than St.
Paul and Old Mutual for providing the protections afforded to clients of Merrill
Lynch or for giving advice in relation to the Placing.


UBS Warburg is acting for St. Paul and Old Mutual in connection with the Placing
and no one else, and will not be responsible to anyone other than St. Paul and
Old Mutual for providing the protections afforded to clients of UBS Warburg or
for giving advice in relation to the Placing.


FSA / Stabilisation


APPENDIX


                       FURTHER INFORMATION ON THE PLACING

The Placing is to be made by Merrill Lynch, UBS Warburg and Lehman, each acting
as agents of St. Paul and Old Mutual.


The ordinary shares the subject of the Placing and any new ordinary shares
allotted will rank pari passu with Old Mutual's existing ordinary shares of 10p
each, including the right to participate in all dividends and other
distributions declared, paid or made after the date of this announcement on or
in respect of such shares save that Placees will not be entitled to receive the
final dividend of 3.1p per share to be paid on 31 May 2002, (the record date for
which has already passed).

Placees commitments to acquire the Placing shares will be subject to the Placing
agreement not being terminated.  Commitments to acquire shares made in the
bookbuilding process are not capable of termination or rescission by placees in
any circumstances.

Confirmation of an allocation of ordinary shares to a placee will constitute the
agreement of such placee (subject to the conditions referred to above):

(i)                  to purchase or subscribe at the placing price for the
number of ordinary and/or new ordinary shares allocated in a proportion to be
determined at the discretion of Merrill Lynch and UBS Warburg;

(ii)                that it is not a person in Japan, or Canada, South Africa,
Namibia, Zimbabwe or Malawi and is outside the United States (as defined in
Regulation S under the Securities Act of 1933) or is a 'Qualified Institutional
Buyer' (within the meaning of Rule 144A under the Securities Act of 1933); and

(iii)               that it is a person whose ordinary activities involve
acquiring, holding, managing or disposing of investments (as principal or agent)
for the purposes of its business if it is in the United Kingdom.

Settlement for the ordinary shares is expected to occur three London business
days after confirmation of the price and allocation is sent to placees.

Any ordinary shares to be placed under the arrangements will be acquired on the
basis that the placee has not relied (i) on any information, representation and/
or warranties from Merrill Lynch, UBS Warburg or Lehman nor (ii) on any
information, representation and/or warranties from St. Paul or Old Mutual save
for the information contained in this announcement.

St. Paul will bear the stamp duty/SDRT payable on the transfer of the shares
sold by it to Placees.

Settlement of subscriptions for new ordinary shares will only be free of United
Kingdom stamp duty and stamp duty reserve tax ('SDRT') if the new ordinary
shares are not acquired in connection with arrangements to issue depository
receipts or to transfer new ordinary shares into a clearance service and on the
basis that subscribers of new ordinary shares are not, and are not acting as
nominee or agent for, a person (or its nominee) who is or may be liable for
United Kingdom stamp duty or SDRT under Section 67, 70, 93 or 96 of the Finance
Act 1986.  If all such requirements are not satisfied, or the settlement relates
to other dealings in new ordinary shares, United Kingdom stamp duty or SDRT may
be payable for which neither Old Mutual, Merrill Lynch, UBS Warburg, Lehman,
(nor, for the avoidance of doubt, St. Paul), will be responsible.

The making of an offer in, or to residents or citizens of, certain jurisdictions
('Foreign Shareholders') may be restricted by laws of the relevant
jurisdictions.  Foreign Shareholders should inform themselves about and observe
any such applicable legal requirements in their respective jurisdictions.

This announcement does not constitute an offer to sell or issue, or constitute
the solicitation of an offer, in any jurisdiction in which such offer is
unlawful.

Application has been made for the new ordinary shares to be admitted to the
Official List of the UK Listing Authority and for admission to trading on the
London Stock Exchange.  Applications will be made for the new ordinary shares to
be listed on the JSE Securities Exchange South Africa and the Malawi, Namibia
and Zimbabwe Stock Exchanges.


                      This information is provided by RNS
            The company news service from the London Stock Exchange