Holding(s) in Company

Morgan Sindall PLC
21 November 2002



LETTER TO: MORGAN SINDALL PLC - DATED 20 NOVEMBER 2002

MORGAN SINDALL PLC (THE 'COMPANY') - SEDOL 0808561

This notification supersedes our previous notification to you dated 29 August
2002 and is prompted by sales totalling 86,588 on 19 November 2002.

This notification relates to issued ordinary shares of GBP0.05 each in the
capital of the Company (the 'shares') and is given in fulfilment of the
obligations imposed by sections 198 to 202 of the Companies Act 1985 (the
'Act').

1.    Notification on behalf of Morley Fund Management Limited (a subsidiary of 
      Aviva plc).

1.1   We hereby notify you on behalf of Morley Fund Management Limited that 
      immediately after the time when the obligation to make this notification 
      arose Morley Fund Management Limited were interested in 2,945,930 shares.

1.2   The identity of the registered holders of the shares to which this 
      notification relates and the number of shares held by each of them are set 
      out in the Appendix below: Morley Fund Management Limited.

2.    Notification on behalf of Aviva plc.

2.1   We hereby notify you on behalf of Aviva plc that immediately after the 
      time when the obligation to make this notification arose Aviva plc were 
      interested in 2,945,930 shares giving the Aviva group a total percentage 
      interest in the shares of 6.96%.

2.2   The identity of the registered holders of the shares to which this 
      notification relates and the number of shares held by each of them are set 
      out in the Appendix below: Aviva plc.

If you require further information as to which companies in the Aviva group hold
interests in the shares (by virtue of s.203 of the Act) please submit a written
request and we will be happy to supply this information.

We are only required to notify interests which are defined as material interests
when the holding is equal to 3% or more of the Company's relevant share capital.
The term material interests exclude certain categories where we do not hold a 
beneficial interest, for example where the shares are held in an Authorised Unit 
Trust Scheme or Open Ended Investment Company.  Holdings in those categories are
therefore not included in the holding notified under this letter.  

The Company Secretary
Morgan Sindall plc
20 November 2002

APPENDIX:  AVIVA PLC

REGISTERED HOLDERS                              NUMBER OF SHARES HELD

BNY Norwich Union Nominees Ltd                       526,482 (Material)
Chase GA Group Nominees Ltd                        1,713,065 (Material)
CUIM Nominee Ltd                                     689,576 (Material)
RBSTB Nominees Ltd                                    16,807 (Material)

TOTAL PERCENTAGE INTEREST OF AVIVA PLC: 6.96%

ISSUED SHARE CAPITAL ON WHICH THIS NOTIFICATION IS BASED: 42,343,164




APPENDIX: MORLEY FUND MANAGEMENT LIMITED

REGISTERED HOLDERS                             NUMBER OF SHARES HELD

BNY Norwich Union Nominees Ltd                      526,482  (Material)
Chase GA Group Nominees Ltd                       1,713,065  (Material)
CUIM Nominee Ltd                                    689,576  (Material)
RBSTB Nominee Ltd                                    16,807  (Material)

TOTAL PERCENTAGE INTEREST OF MORLEY FUND MANAGEMENT LIMITED: 6.96%

ISSUED SHARE CAPITAL ON WHICH THIS NOTIFICATION IS BASED: 42,343,164  

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