Re Agreement

St. James's Place Capital PLC
12 April 2001




 Re: Proposed acquisition by Aberdeen Asset Management PLC of investment        
     management activities of Life Assurance Holding Corporation Limited        
     ('LAHC') including the transfer of approximately £5.5 billion of funds     
     under management, for approximately £86 million

SJPC is pleased to announce the above action by LAHC, in which the SJPC group
holds a 22.8% interest.

Further information on the above transaction is contained in the press release
below from LAHC of today's date.        


Enquiries:  Nitya Bolam, Brunswick Group Limited                                
            (44 20) 7404 5959 




 Proposed acquisition by Aberdeen Asset Management PLC of investment management
 activities of Life Assurance Holding Corporation Limited including the transfer
 of approximately £5.5 billion of funds under management, for approximately £86 
 million
 

The Boards of Aberdeen Asset Management PLC (Aberdeen) and Life Assurance 
Holding Corporation Limited (LAHC), which is a market leader in the acquisition
and rationalisation of life assurance companies and portfolios, are pleased to
announce that they have agreed terms under which the Aberdeen Group will become
the manager, under an exclusive contract, of the investment funds of the LAHC
Group and specifically its principal subsidiary Windsor Life Assurance Company
Limited (Windsor). These funds total approximately £5.5 billion and are expected
to generate annual fee income to Aberdeen in excess of £11 million for the first
year of the investment management agreement.
This exclusive contract will be for a period of at least ten years. Aberdeen
will also acquire the LAHC Group's associated investment management activities.

Aberdeen will issue 15 million new ordinary shares (representing 9.7% of its
existing or share capital) and loan notes to the value of £10 million to LAHC.
Based on the closing price of an Aberdeen ordinary share on 11 April 2001, the
total consideration will be approximately £86 million.

The Acquisition is subject to agreement of detailed contractual documentation
and, in particular, regulatory approval and admission to the Official List by
the UK Listing Authority of the new Aberdeen ordinary shares.

Martin Gilbert, Chief Executive of Aberdeen, said today:
'I am absolutely delighted that we have entered into a long term relationship
with Life Assurance Holding Corporation. This deal grants us a long term
contract to manage £5.5 billion of assets that are not only very stable but
also represent a significant revenue stream for Aberdeen Asset Management, with
minimal incremental costs.  Furthermore, the deal will immediately enhance
earnings and shows that Aberdeen Asset Management continues to move forward by
building innovative and remunerative financial relationships.'
                                                                                
John Wybrew, Managing Director of LAHC said today:
'The agreement will secure the Windsor Life policyholders' position through a
long term relationship with a top performing investment manager. It will enable
us to build on our past record of obtaining superior long term results for
policyholders. They will benefit from the investment management facilities
of Aberdeen Asset Management, in particular its strong risk and investment
monitoring function as well as its respected investment research. In addition,
the transfer of the investment management activities to Aberdeen Asset
Management will result in reduced charges for policyholders.'
                                                 

Current Trading of Aberdeen                                                     


Aberdeen's assets under management increased to £28.5 billion at 28 February
2001, a 30% increase on assets at the end of the last financial year. This
assets under management figure benefited from acquisitions and from net new
business of over £1bn but suffered from the negative effects of stock market
movements in the period.

The fund management industry has seen a considerable slowdown in ISA sales
compared to the equivalent period last year. In spite of this weakness Aberdeen
continue to experience steady net inflows of UK retail business and this is
supported by new business won in other areas of the Group's activities.

The process of integrating acquisitions made in the last six months is on
track and, as today's announcement demonstrates, Aberdeen continue to look for
value enhancing acquisitions.
                               

The Acquisition

Benefits of the Acquisition

The Acquisition is expected to bring the following benefits to Aberdeen:

 - The opportunity to build a long term investment relationship with LAHC
 - Immediate and material earnings enhancement in the first full year
 - A 19.3% increase in funds under management as at 28 February 2001 of         
   approximately £5.5 billion to approximately £34 billion                      
 - Significant revenues acquired with minimal incremental costs
 - Further diversification in Aberdeen's source of funds                        
 - Right of first refusal to manage funds resulting from further acquisitions
   by Windsor
 - Long term contract, expected to last for at least ten years

The Acquisition is expected to bring the following benefits to LAHC:

 - LAHC will enjoy a long term relationship with a proven investment manager
   through its shareholding in Aberdeen and representation on the Aberdeen Board
 - Responsibility for overall investment strategy will remain with the Windsor
   investment committee                                                         
 - Windsor policyholders will benefit from the greater investment management
   facilities of Aberdeen, a leading asset management company. In particular,   
   policyholders will benefit from the strong risk and investment monitoring    
   function at Aberdeen as well as its extensive investment research capability 
 - The transfer of the investment management function to Aberdeen will result
   in reduced charges to Windsor Policyholders
 - Windsor's position as one of Aberdeen's major clients will help to ensure a
   focus on performance and service

Further details of the Acquisition

The Aberdeen Group will acquire an interest in the LAHC Group's business by:

(i)  entering (either directly or by transfer of a pre-existing agreement) into
an investment management agreement (the 'IMA') with Windsor under which, for an
initial period of ten years, Aberdeen will manage the investment funds of
Windsor; and                                                                    
                
(ii) acquiring the investment management activities of Windsor with the transfer
of personnel and ownership of the share capital of LAHC's unit trust company,
Gresham Unit Trust Management Limited.

Consideration

The consideration for the acquisition of the interest in the business of LAHC 
by Aberdeen will be satisfied by the issue of 15 million new Aberdeen ordinary
shares and by the issue of loan notes to the value of £10 million.

The new Aberdeen ordinary shares will be issued credited a fully paid and will
rank pari passu in all respects with the existing Aberdeen ordinary shares in 
issue upon the date of allotment save that they will not rank for any dividend
declared, paid or made before the date on which they are allotted or by
reference to a period ending prior to that date.

Aberdeen and LAHC will enter into a relationship agreement which will govern 
the holding of the ordinary shares in Aberdeen by LAHC.  The relationship
agreement will provide for the appointment of a Director nominated by LAHC to
the Board of Aberdeen and will restrict the sale of all of the shares for a
period of one year, 75 per cent of the shares for a further six months, and 50
per cent of the shares for a further six months.

The Investment Management Agreement (IMA)

Under the IMA, Aberdeen will have first refusal on the management of any
investment assets subsequently acquired by Windsor, subject to price and 
investment  performance. The management of the funds concerned, which as at 
2 April 2001 were valued at approximately £5.5 billion, is expected to generate
annual fee income to Aberdeen in excess of £11 million for the first year of the

IMA.

The IMA will be terminable by Windsor on not less than three years' notice (or 
six months' notice for poor performance as defined in the contract and 
immediately for a material breach), with an additional payment made if the IMA
is terminated during the first seven years.

The personnel involved in the investment management activities of Windsor will 
be transferred to Aberdeen along with the ownership of LAHC's unit trust 
company, which at 11 April 2001 had funds under management  of £7.8 million, and
any other subsidiary of LAHC carrying on its investment management activities.
                                                                               
Completion of the Acquisition will be conditional upon, amongst other things, 
admission to the Official List and to trading on the London Stock Exchange of
the new Aberdeen ordinary shares, and the obtaining of all necessary
governmental and regulatory approvals. The Acquisition is also to be notified to
the Singapore Stock Exchange.
                                   
Information about the parties

Aberdeen Asset Management PLC
-----------------------------

Aberdeen is a leading independently owned UK based investment management
business with offices worldwide. Aberdeen manages funds for a number of large
institutions together with a wide range of unit trusts, investment ISAs, pension
funds and offshore funds for institutions and private investors. The total
assets managed by Aberdeen, as enlarged by the acquisitions of the EquitiLink
Group, the Murray Johnstone Group and Barclays Property Investment Limited, are
approximately £28.5 billion (based on funds under management as at 28 February
2001). The company is quoted on both the London and Singapore stock exchanges
with a market capitalisation of approximately £790 million as at the close of
business on 11 April.

Life Assurance Holding Corporation Limited
-----------------------------------------

LAHC was established in December 1994 by St. James's Place Capital plc
and New York Life Worldwide Holding Inc to play a key role in the consolidation
of the UK life assurance industry by acquiring and rationalising life       
assurance companies and portfolios.
                                                                              
Windsor was acquired at the outset from New York Life to act as the LAHC Group's
vehicle for merging and administering the companies acquired. Windsor's
management already had considerable experience in these areas.

Windsor maintains a full product range for servicing existing policyholders and
offering directly to the public. This is supplemented by the sale of with-profit
bonds and niche products such as structured settlements which Windsor markets
through IFAs.