New York, New York, July 28, 1998 ( Gryphon  Holdings Inc.  announced today that
its Board of Directors has approved an amendment of its Shareholder Rights Plan.
The amendment to the Rights Plan  provides  that the rights will be  exercisable
and will trade  separately from shares of the Company's Common Stock if a person
(an "Acquiring Person") acquires beneficial ownership of 10% or more (as opposed
to 20% or more under the terms of the Rights  Plan  prior to  amendment)  of the
shares of the  Company's  Common Stock or  commences a tender or exchange  offer
that would result in such a person  owning 10% or more of the  Company's  Common
Stock.  The amendment  further amends the definition of Acquiring  Person in the
Rights Plan to  eliminate  the  exemption  therefrom  for Willis  Corroon  Group
plc. The Rights Plan was established to ensure that Gryphon shareholders receive
fair value and equal  treatment  in the event of any  proposed  takeover  of the
Company.  After careful review of the existing  Rights Plan,  Gryphon's Board of
Directors  has  determined  that  this  amendment  is in the  Company's  and its
shareholders'  best interests.  The Board believes the amendment will facilitate
its  management  of the ongoing  affairs of Gryphon and the  formulation  of new
initiatives and strategies.