Proposed Acquisition, etc

Old Mutual PLC
30 June 2000

                       OLD MUTUAL PLC
                              
  Joint Announcement of Proposed Acquisition of the Entire
                           Issued
          Share Capital of CGUH by Mutual & Federal
             and further Cautionary Announcement



1.   Introduction

     Further  to  the cautionary announcement dated  15  June
     2000, shareholders are advised that Mutual & Federal has
     entered  into agreements with CGU International Holdings
     B.V.  and  Metropolitan (together 'the Vendors'),  which
     collectively  own  79% of the issued  share  capital  of
     CGUH.  In  terms of these agreements, the  Vendors  have
     irrevocably  undertaken to either vote in  favour  of  a
     scheme of arrangement to be proposed, or accept an offer
     to  be  made,  by  Mutual & Federal (collectively,  'the
     offer').
     
     It is the firm intention of Mutual & Federal to make the
     offer on the terms and conditions set out below.
     
     Nedcor  Investment  Bank Limited has  confirmed  to  the
     Securities  Regulation  Panel  ('SRP')  that  Mutual   &
     Federal  has  the necessary cash resources to  implement
     the offer.
     
2.   Terms of the offer

     The  offer  consideration payable in cash  by  Mutual  &
     Federal  for  the  entire issued share capital  of  CGUH
     pursuant to the offer shall be the sum of the following:
     
     -    The audited consolidated net tangible asset value of
          CGUH as at 31 May 2000 ('NTAV'); and
     -    R190 000 000.
     
     The offer consideration will be determined once the NTAV
     has  been finalised. As soon as this has been completed,
     a further announcement, giving full details of the offer
     and the financial effects on CGUH shareholders, Mutual &
     Federal and Metropolitan shareholders, will be made.

3.   Conditions precedent

     The  making  of the offer is subject to the  fulfilment,
     inter alia, of the following conditions:

*    the  satisfactory outcome of a due diligence review  of
     CGUH by Mutual & Federal;
*    the  approval  of the Registrar of Short-term  Insurance
     and the approval of such other regulatory authorities as
     may be legally required;
*    the approvals of the relevant documentation by  the
     Johannesburg Stock Exchange and the SRP;
*    the approval in general meeting by the shareholders
     of Mutual & Federal of the acquisition; and
*    if  applicable, the approval of the scheme of arrangement
     by  CGUH shareholders and the sanctioning thereof by  the
     High Court.

4.   Opinions and recommendations

     The  CGUH Board of Directors ('the Board') has appointed
     Brait  Merchant  Bank Limited ('Brait') to  advise  them
     regarding the terms of the offer. The opinion  of  Brait
     and  the  Board  will be announced to CGUH  shareholders
     upon the offer being made available upon the offer being
     made.

5.   Further cautionary announcement

     Further  announcements will be made once  the  NTAV  has
     been  finalised and the due diligence of CGUH  has  been
     completed. Accordingly shareholders of Mutual & Federal,
     CGUH  and  Metropolitan  are  advised  to  continue   to
     exercise caution until a further announcement is made.


                                                 30 June 2000
                                                             
Enquiries:

Old Mutual plc
James Poole, Director of Corporate Communications 
Tel:  [phone]

College Hill
Gareth David                                 
Tel:  [phone]
Email: gareth.david @collegehill.com