London - 24^th March 2004 - The Capita Group Plc ("Capita") announces that it has signed a contract to acquire Aon Health Solutions ("AHS"), one of the UK's leading workplace health risk management companies, for an undisclosed cash consideration. AHS provides a full range of services designed to add value to organisations by protecting and enhancing employee health and productivity. The acquisition firmly establishes Capita in a rapidly growing sector of the health services market, where outsourced occupational health solutions are increasingly being sought by both private and public sector organisations. AHS will be renamed Capita Health Solutions on completion of the acquisition.

Aon has also selected Capita as its preferred Health Solutions partner. Under a contract of an initial two years, Capita will provide Aon, on an exclusive basis, with a wide range of occupational health services for all their UK businesses and staff. Additionally, Aon has signed a preferred supplier agreement with Capita whereby Aon will promote and recommend Capita Health Solutions' services through its extensive broker network.

With revenues of &pound15 million in the year to end December 2003, AHS will transfer with net assets of approximately &pound2 million. The operation employs 232 staff, including 145 healthcare professionals. AHS's occupational health services include health assessment of job applicants, assessment of fitness for work following illness and injury, early intervention and active case management of sickness absence cases through to return to work, advice on long-term sickness and early retirement issues and assessment of the working environment. In 2003, AHS handled around 87,000 patient interactions and provided services to over 900 clients.

Demand for occupational health services continues to grow strongly, driven by a number of key factors including: increased regulation and litigation, rising premiums for employers' liability insurance and the growing recognition that clear business benefits derive from reduced sickness absence, minimised health related disruption and improved employee morale. AHS is one of the market leaders in the field of occupational health, with a wide range of clients under long-term contracts, particularly in professional and financial services, the oil and chemical industries and across government.

AHS has a comprehensive national capability with strong footholds in specific industries and geographies across the UK and an extensive nationwide network of occupational health specialists. Its nationwide presence is run from six core locations: Wilton and Billingham in Teesside, Winfrith in Dorset, Aberdeen, Oxford and London.

Rod Aldridge, Executive Chairman of Capita commented, "We are very excited about firmly establishing Capita in this growing sector of the health services market through the acquisition of Aon Health Solutions and further building our customer relationship with Aon, as their preferred Health Solutions Partner."

"With an estimated 33 million lost working days per annum resulting from work-related illness in the UK, some 130,000 claims for compensation annually against employers¹, and a current Government spend on disability of &pound19 billion per annum, there is increasing demand for occupational health programmes to pre-empt health issues and achieve swifter rehabilitation back to work. Organisations are increasingly seeking outsourcing partners to deliver such programmes rather than build further in-house capacity."

"This acquisition provides Capita with considerable scale and depth, firmly establishing the Group in the market for workplace-related health services across both the private and public sectors. Aon Health Solutions has an established and growing client base and experienced, high quality clinical staff and a strong national capability. Their services considerably extend Capita's current occupational health offering and complement our medical and employee assistance help lines, health consultancy and workplace ergonomic services. This extensive, complementary set of services positions us well to meet the growing market requirements."

Philip Gore-Randall, CEO of Aon Risk Services said: "This sale is consistent with our global strategy of exiting non-core businesses, to focus on our core businesses of insurance broking, risk management and human capital consulting. We are confident that Capita will continue to drive the growth of the business and its staff and we look forward to working with them."

The acquisition agreement has been signed for completion of all transfer arrangements by 8 April 2004. The acquisition is anticipated to be earnings neutral in the current year.

¹ HSC Health and Safety Statistics Highlights 2002/2003

Aon Limited is authorised and regulated by the Financial Services Authority in respect of insurance mediation activities only.