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Countrywide Assured (CWA)

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Thursday 01 April, 2004

Countrywide Assured

Director Shareholding


1 April 2004

The Board of Directors of Countrywide Assured Group plc announces that the
Board has today received the following:-

a)    The Trustees of the Company's Employee Benefit Trust received            
      notification from Mr T Marris, Director of the Company exercising 44,740 
      options over Ordinary Shares of 5p each in the Company held by the       
      Trustee of the Countrywide Assured Group plc Employee Benefit Trust,     
      details as follows:                                                      

                        No. of        Option      Options                      
                                                                               
Date of    Date of      Options       Price per   Granted                      
                                                                               
Exercise   Notification Exercised     Share       On        Scheme             
                                                                               
26/03/04   01/04/04     44,740        145p        04/04/98  Executive Share    
                                                                               
                                                            Bonus Scheme       

On 26 March 2004 all shares were sold at 181.5p per share.

The following Directors of Countrywide Assured Group plc are included within
the class of beneficiaries of the Trust:

Harry D Hill

Gerald R Fitzjohn

Michael C Nower

Terry Marris

Anthony Ekins

Anthony B Crew

Christopher P Shaw

The purchase, allocation, sale and transfer of shares are at the discretion of
the Trustees. The Directors named were previously deemed to have an interest in
these shares. Their total shareholdings now amount to 3,574,250, shares,
including their interest in the shares held by the Trustees, representing
1.069% of the issued share capital of the Company.

b) Pursuant to Sections 324 and 328 of the Companies Act 1985, we write to
advise the following exercise of options and sale of Ordinary 5p Shares in the
Company in respect of Mr T Marris, Director of the company

Date of      Date of      No. of          Option       Options    Scheme     
                                                                             
Exercise     Notification Options         Price per    Granted               
                                                                             
                          Exercised       Share        On                    
                                                                             
31/3/04      1/4/04       133,333         140p         22/4/98    Executive  
                                                                             
31/3/04      1/4/04       250,000         131p         18/3/99    Share      
                                                                             
                                                                  Option     
                                                                             
                                                                  Scheme     
                                                                             
                                                                  (1996)     
                                                                             
Date of      Date of      No. of          Selling                            
                                          Price per                          
Sale         Notification Shares sold     Share                              
                                                                             
31/3/04      1/4/04       383,333         185p                               

Following this exercise of options and sale, Mr Marris' shareholding in the
Company stands at 110,150 representing 0.03% of the issued share capital of the
Company.

Director/Company Secretary

Countrywide Assured Group plc


                                                                                               

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