Offer for Resolution PLC

Standard Life plc
26 October 2007




 Not for release, publication or distribution, in whole or in part, in or into  
  any jurisdiction where to do so would constitute a violation of the relevant  
                           laws of that jurisdiction                            

                                                           Date: 26 October 2007

                                                                                

STANDARD LIFE ANNOUNCES RECOMMENDED OFFER FOR RESOLUTION AND ASSOCIATED DISPOSAL
                    OF CERTAIN RESOLUTION ASSETS TO SWISS RE                    

 

Part I of II

The Boards of Standard Life plc ('Standard Life') and Resolution plc
('Resolution') are pleased to announce the terms of a recommended offer by
Standard Life for Resolution (the 'Offer' or the 'Acquisition') and the
associated disposal of certain Resolution assets to Swiss Reinsurance Company
('Swiss Re') (the 'Disposal') (together the 'Transactions').

•  For each Resolution Share, Resolution Shareholders will receive:

               517 pence in cash

               and

               0.715 New Standard Life Shares.

•  The Offer will include a Mix and Match Facility and a Loan Note Alternative.

•  The Offer values each Resolution share at 715 pence, based on Standard Life's
   Closing Price of 276.25 pence on 25 October 2007 and 727 pence per Resolution
   share based on Standard Life's 3 month average share price of 293.69 pence. 
   On the basis of the Closing Price on 25 October 2007, the Offer values 
   Resolution at £4.9 billion, equivalent to 1.13x Embedded Value as at 30 June 
   2007.

•  Associated disposal of certain Resolution assets to Swiss Re for 
   £2.35 billion in cash following exercise of options granted over such assets
   under an option agreement between Standard Life and Swiss Re.

•  The Offer consists of 72% cash, 28% New Standard Life Shares.

Highlights

•  Following the Transactions, Standard Life will:

   -  be one of the UK's leading life and pensions companies with approximately 
      7 million UK customers and have the largest UK new business franchise 
      capability with combined 2006 PVNBP of £8.6 billion and combined embedded 
      value as at 30 June 2007 of £6.6 billion;


   -  have enhanced scale in its leading asset management business with combined
      funds under management of approximately £191 billion, including 
      £24 billion under a long term contract from Swiss Re, and third party 
      business increasing from 33% to 39% of funds under management;

   -  have a complete product offering, with strength in pensions, protection, 
      an enhanced annuity position as well as continued leadership in SIPP and 
      Wrap; 

   -  be able to access up to £0.45 billion(1) per annum of additional vesting
      pensions, a source of profitable annuities;

   -  deliver pre-tax cost synergies of at least £53 million per annum by the 
      end of 2010, and financial synergies of £18 million per annum before tax. 
      15% of the cost and financial synergies are expected to be achieved in 
      2008, 75% in 2009 and 100% in 2010;

   -  through the Abbey bancassurance relationship, gain access to a further 2
      million potential customers through their nationwide network of more than 
      700 branches;

   -  drive operational efficiency through combining asset management platforms,
      head offices and Life & Pensions support functions while maintaining 
      market leading service capabilities; and

   -  deliver an enhanced cashflow profile for the Enlarged Group, which will
      provide further opportunity to drive growth.

Financial effects(2)

The Board of Standard Life believes that the Transactions will deliver a number
of compelling financial benefits:

•  Operating EEV earnings per share neutral in 2008 and accretive from 2009, the
   first full year of ownership;

•  Return on Embedded Value neutral in 2008 and accretive from 2009;

•  Operating cashflow per share accretive from 2008; and

•  Higher margins in Life & Pensions and Asset Management.

Resolution assets to be acquired by Standard Life

Following the Transactions, Standard Life will retain Resolution businesses and
assets including Resolution Asset Management, Scottish Provident, Scottish
Mutual Assurance, Phoenix Life Assurance, Scottish Mutual International and
Scottish Provident International.

Standard Life will retain almost all of Resolution's new business capability
which for the first half of 2007 generated:

•  PVNBP of £448 million; and

•  NBC of £30 million.

Standard Life will acquire EEV of approximately £2.0 billion.


Sale of assets to Swiss Re

Standard Life has entered into an option agreement with Swiss Re pursuant to
which, subject to the Scheme becoming Effective, Swiss Re would (following
exercise of the options granted under that agreement) acquire certain of
Resolution's businesses and assets including Phoenix Life, Phoenix Pensions,
Phoenix & London Assurance and Resolution Management Services, for a purchase
price of £2.35 billion payable in cash.

As Standard Life will own Resolution Asset Management, Swiss Re has agreed to
continue existing investment management arrangements with Standard Life for 10
years, pursuant to which Standard Life will manage £24 billion of assets.
 

Gerry Grimstone, Chairman of Standard Life, said:

'We are delighted to announce this recommended offer for Resolution, which will
create significant value for both Standard Life and Resolution shareholders. The
combination of Standard Life's and Resolution's complementary businesses will
create one of Britain's leading life & pensions and asset management groups and
accelerate Standard Life's delivery of shareholder value. We are also very
pleased to be working with Swiss Re in this transaction, whose agreement to
acquire a substantial proportion of Resolution's closed book assets for cash
adds significant certainty for Resolution shareholders.'

Sandy Crombie, CEO of Standard Life, said:

'Standard Life has had an extremely successful start to life as a public company
since our IPO last year. We are on course to deliver on our financial targets
and have delivered significant growth in assets, embedded value, new business
profits and cashflow. This recommended offer for Resolution is the next step. It
will significantly expand our UK operations and complete our retail product
offering to ensure we can meet the investment, savings, protection and pension
needs of our significantly expanded customer base. We are looking forward to
working with our new colleagues to capitalise on the many opportunities this
brings us.'

Clive Cowdery, Chairman of Resolution, said:

'We believe this Transaction represents an attractive balance for Resolution
shareholders, who will receive a substantial proportion of their investment in
cash while retaining an equity interest in the value expected to be delivered
from the Enlarged Group. The board of Resolution, therefore, unanimously
recommends Standard Life's offer.'

 

There will be an analyst presentation for research analysts and investors at
2pm (BST) today, 26 October 2007 to be held at UBS, 100 Liverpool Street,
London, EC2M 2RH.

The presentation will be webcast with dial in and playback facility. For details
please contact Maitland on [phone]. 

A copy of the presentation will be available at www.standardlife.com in due
course.

 

 
Enquiries:                                                             
Standard Life plc                   Resolution plc                     
[phone]                [phone]               
Gerry Grimstone                     Clive Cowdery                      
Sandy Crombie                       Mike Biggs                         
David Nish                          Steve Riley                        

Merrill Lynch International         Citi                               
[phone]                [phone]               
Henrietta Baldock                   Chris Jillings                     
Matthew Greenburgh                  Andrew Thompson                    
Michael Findlay                                                        

UBS Investment Bank                 Lazard                             
[phone]                [phone]               
Ian Gladman                         Jon Hack                           
Tim Waddell                         Edmund Dilger                      

Maitland                            Temple Bar                         
[phone]                [phone]               
Neil Bennett                        [phone]               
Anthony Silverman                   Alex Child-Villiers                
Rebecca Mitchell                                                       

 

Notes:

(1) An estimated 50% of approximately £0.9 billion of vesting pensions per annum.

(2) Nothing in this announcement should be interpreted to mean that Standard
    Life's future EEV operating earnings per share will necessarily match or 
    exceed the historical EEV operating earnings per share of Standard Life.

 

This summary should be read in conjunction with the full text of the following
announcement and the Appendices. The conditions to, and certain further terms
of, the Offer are set out in Appendix I. The bases and sources for certain
financial information contained in this announcement are set out in Appendix II.
Certain definitions and terms used in this announcement are set out in Appendix
III.

Merrill Lynch is acting as joint financial adviser and corporate broker to
Standard Life and no one else in connection with the Transactions and will not
be responsible to any other person for providing the protections afforded to the
clients of Merrill Lynch nor for providing advice in relation to the
Transactions or any other matter referred to in this announcement.

UBS is acting as joint financial adviser and corporate broker to Standard Life
and no one else in connection with the Transactions and will not be responsible
to any other person for providing the protections afforded to the clients of UBS
nor for providing advice in relation to the Transactions or any other matter
referred to in this announcement.

Citi is acting as joint financial adviser to Resolution and no one else in
connection with the Offer and will not be responsible to any other person for
providing the protections afforded to the clients of Citi nor for providing
advice in relation to the Offer or any other matter referred to in this
announcement.

Lazard is acting as joint financial adviser to Resolution and no one else in
connection with the Offer and will not be responsible to any other person for
providing the protections afforded to the clients of Lazard nor for providing
advice in relation to the Offer or any other matter referred to in this
announcement.
 

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and, therefore, any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
requirements. This announcement has been prepared for the purposes of complying
with English law, the City Code and the Listing Rules and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside of England.

This announcement is not intended to, and does not constitute, or form part of,
an offer to sell, purchase, exchange or subscribe for or a solicitation of an
offer to sell, purchase or exchange any securities or a solicitation of any vote
or approval in any jurisdiction. This announcement does not constitute a
prospectus or a prospectus equivalent document. Shareholders of Standard Life
and Resolution are advised to read carefully the formal documentation in
relation to the Offer once it has been despatched. The proposals relating to the
Offer will be made solely through the Scheme Document, which will contain the
full terms and conditions of the Offer, including details of how to vote with
respect to the Scheme. Any acceptance or other response to the proposals should
be made only on the basis of the information in the Scheme Document.

In particular, this announcement is not an offer of securities for sale or a
solicitation of any offer to buy securities in the United States and the New
Standard Life Shares, which will be issued in connection with the Offer, have
not been, and will not be, registered under the US Securities Act or under the
securities law of any state, district or other jurisdiction of the United
States, Australia, Canada or Japan and no regulatory clearance in respect of the
New Standard Life Shares has been, or will be, applied for in any jurisdiction
other than the UK. The New Standard Life Shares may not be offered, sold, or,
delivered, directly or indirectly, in, into or from the United States without
registration under the US Securities Act or an exemption from registration. The
New Standard Life Shares may not be offered, sold, resold, delivered or
distributed, directly or indirectly, in, into or from Canada, Australia or Japan
or to, or for the account or benefit of, any resident of Australia, Canada or
Japan absent an exemption from registration or an exemption under relevant
securities law. It is expected that the New Standard Life Shares will be issued
in reliance upon the exemption from the registration requirements of the US
Securities Act provided by Section 3(a)(10) thereof. Under applicable US
securities laws, persons (whether or not US Persons) who are or will be
'affiliates' within the meaning of the US Securities Act of Standard Life or
Resolution prior to, or of the Enlarged Group after, the Effective Date will be
subject to certain transfer restrictions relating to the New Standard Life
Shares received in connection with the Scheme.

The availability of the New Standard Life Shares, the Mix and Match Facility and
the Loan Note Alternative under the terms of the Offer to persons who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements.

The Loan Notes to be issued pursuant to the Loan Note Alternative have not been,
and will not be, listed on any stock exchange.

Notice to US Investors: The Offer relates to the shares of a UK company and is
proposed to be made by means of a scheme of arrangement provided for under the
laws of England and Wales. The Offer is subject to the disclosure requirements
and practices applicable in the United Kingdom to schemes of arrangement, which
differ from the disclosure and other requirements of US securities laws.
Financial information included in the relevant documentation will have been
prepared in accordance with accounting standards applicable in the United
Kingdom that may not be comparable to the financial statements of US companies.

If the Acquisition is implemented by way of an offer, it will be made in
accordance with the procedural and filing requirements of the US securities
laws, to the extent applicable. If the Acquisition is implemented by way of an
offer, the New Standard Life Shares to be issued in connection with such offer
will not be registered under the US Securities Act or under the securities laws
of any state, district or other jurisdiction of the United States and may not be
offered, sold or delivered, directly or indirectly, in the United States except
pursuant to an applicable exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act or such other securities
laws. Standard Life does not intend to register any such New Standard Life
Shares or part thereof in the United States or to conduct a public offering of
the New Standard Life Shares in the United States.
 

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1 per cent. or more of any class of
'relevant securities' of Standard Life or Resolution, all 'dealings' in any
'relevant securities' of that company (including by means of an option in
respect of, or a derivative referenced to, any such 'relevant securities') must
be publicly disclosed by no later than 3.30 p.m. (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the Scheme becomes Effective, lapses or is otherwise
withdrawn or on which the 'offer period' otherwise ends (or if the Acquisition
is implemented by way of an offer, until the date on which such offer becomes,
or is declared, unconditional as to acceptances, lapses or is otherwise
withdrawn or on which the 'offer period' otherwise ends). If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an 'interest' in 'relevant securities' of Standard Life or
Resolution, they will be deemed to be a single person for the purpose of Rule
8.3.

Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of Resolution or Standard Life by Standard Life or Resolution, or by
any of their respective 'associates', must be disclosed by no later than 12.00
noon (London time) on the London business day following the date of the relevant
transaction.

A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel.
 

Forward looking statements

This announcement may contain forward looking statements that are based on
current expectations or beliefs, as well as assumptions about future events.
Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'expects',
'intends', 'anticipates' or similar expressions identify forward-looking
statements. These statements are based on the current expectations of management
and are naturally subject to risks, uncertainties and changes in circumstances.
Undue reliance should not be placed on any such statements because, by their
very nature, they are subject to known and unknown risks and uncertainties and
can be affected by other factors that could cause actual results, and
management's plans and objectives, to differ materially from those expressed or
implied in the forward looking statements.

There are several factors which could cause actual results to differ materially
from those expressed or implied in forward looking statements. Among the factors
that could cause actual results to differ materially from those described in the
forward looking statements are the ability to combine successfully the
businesses of Standard Life and Resolution and to realise expected synergies
from that combination, changes in the global, political, economic, business,
competitive, market and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or dispositions.

Neither Standard Life nor Resolution undertakes any obligation (except as
required by the Listing Rules, the Disclosure and Transparency Rules and the
rules of the London Stock Exchange) to revise or update any forward looking
statement contained in this announcement, regardless of whether that statement
is affected as a result of new information, future events or otherwise.

Responsibility for information

Save in relation to information relating specifically and solely to Resolution,
the Resolution directors are not responsible for the contents of this
Announcement.



                                                                                
 Not for release, publication or distribution, in whole or in part, in or into  
  any jurisdiction where to do so would constitute a violation of the relevant  
                           laws of that jurisdiction                            

                                                           Date: 26 October 2007
                                                                                

STANDARD LIFE ANNOUNCES RECOMMENDED OFFER FOR RESOLUTION AND ASSOCIATED DISPOSAL
                    OF CERTAIN RESOLUTION ASSETS TO SWISS RE                    

 

Part II of II

 

ACQUISITION OF RESOLUTION BY STANDARD LIFE

1. Introduction

The Boards of Standard Life plc ('Standard Life') and Resolution plc
('Resolution') are pleased to announce the terms of a recommended offer by
Standard Life for Resolution (the 'Offer' or the 'Acquisition') and the
associated disposal of certain Resolution assets to Swiss Reinsurance Company
('Swiss Re') (the 'Disposal') (together the 'Transactions').

It is currently envisaged that the Acquisition will be implemented by way of a
court sanctioned scheme of arrangement of Resolution. The Conditions to the
Offer are set out in full in Appendix I to this announcement. In addition,
attention is drawn to the summary of certain Conditions set out in paragraph 13
of this Part II of the announcement.

Following discussion with Standard Life, Resolution has, subject to the
satisfaction of certain conditions, agreed to take the steps necessary to
effect, to the extent that it is lawfully able to do so before the Scheme
becomes Effective, certain reorganisation steps in relation to its group.
Resolution intends, subject to its obligations under the merger agreement with
Friends Provident plc ('Friends Provident') and the fiduciary duties of its
directors, to co-operate fully with Standard Life (including by providing
reasonable access to Resolution's personnel and relevant information) in respect
of the other pre-closing arrangements necessary for Standard Life to effect a
reorganisation of the Resolution Group immediately upon the Scheme becoming
Effective.

Standard Life has entered into an option agreement with Swiss Re (the 'Swiss Re
Option Agreement') pursuant to which, subject to the Scheme becoming Effective,
Swiss Re would (following exercise of options granted over such assets under
such option agreement) acquire certain of Resolution's businesses and assets
including Phoenix Life, Phoenix Pensions, Phoenix & London Assurance and
Resolution Management Services, for a purchase price of £2.35 billion payable in
cash.

As Standard Life will own Resolution Asset Management, Swiss Re has agreed to
continue existing investment management arrangements with Standard Life for 10
years, pursuant to which Standard Life will manage £24 billion of assets.

 

2.  Offer Terms

For each Resolution Share, Resolution Shareholders will receive:

          517 pence in cash

          and

          0.715 New Standard Life Shares.

The Offer values each Resolution share at 715 pence based on Standard Life's
Closing Price of 276.25 pence on 25 October 2007 and 727 pence per Resolution
share based on Standard Life's 3 month average share price of 293.69 pence. On
the basis of the Closing Price on 25 October 2007, the Offer values Resolution
at £4.9 billion.

The Offer is subject to the conditions set out in Appendix I to this
announcement and to the further terms and conditions to be set out in the Scheme
Document.

 

3.  Resolution Board recommendation

The Resolution directors, who have been so advised by Citi and Lazard, consider
the terms of the Acquisition to be fair and reasonable. In providing their
advice to the Resolution directors, Citi and Lazard have taken into account the
commercial assessments of the Resolution directors.

The Resolution directors consider that the Acquisition is in the best interests
of Resolution Shareholders as a whole and accordingly have unanimously agreed to
recommend that Resolution Shareholders vote in favour of the resolutions
relating to the Acquisition to be proposed at the Court Meeting and Resolution's
Extraordinary General Meeting.

 

4.  Background to and reasons for the Acquisition

The Board of Standard Life believes that the Acquisition offers a significant
opportunity to create value.

Since its demutualisation and IPO in 2006, Standard Life has continued to pursue
a clear strategy to deliver shareholder value, based on:

•  creating capital efficient innovative products;

•  opening new routes to market;

•  leveraging investment management expertise and performance; and

•  driving for operational excellence.

The Acquisition builds on this strategy. Following the Transactions, Standard
Life will:

•  be one of the UK's leading life and pensions companies with approximately 
   7 million UK customers and have the largest UK new business franchise 
   capability with combined 2006 PVNBP of £8.6 billion and combined embedded 
   value as at 30 June 2007 of £6.6 billion;

•  have enhanced scale in its leading asset management business with combined 
   funds under management of approximately £191 billion, including £24 billion 
   under a long term contract from Swiss Re, and third party business increasing
   from 33% to 39% of funds under management;

•  have a complete product offering, with strength in pensions, protection, an 
   enhanced annuity position as well as continued leadership in SIPP and Wrap; 
   and

•  be able to access up to £0.45 billion(3) per annum of additional vesting
   pensions, a source of profitable annuities.

The Enlarged Group will create significant value through cost synergies and
improved efficiency. Total pre-tax cost and financial synergies are expected to
be at least £71 million per annum, with £35 million being realised from asset
management savings and £18 million through consolidating the group head offices
and Life and Pensions head office and support functions. Financial synergies of
£18 million per annum have been identified reflecting the enhanced value of new
business. 15% of the cost and financial synergies are expected to be achieved in
2008, 75% in 2009 and 100% in 2010.

In addition to these cost and financial synergies, Standard Life believes that
the combination provides an opportunity to achieve revenue synergies from
leveraging Standard Life's sales and distribution network to increase sales of
Resolution products and increased cross-selling opportunities for products such
as annuities and protection to an enlarged customer base. Furthermore, the
combined asset management business will have considerable potential to enhance
revenues through applying more innovative and active investment strategies.

The enhanced cashflow profile of the Enlarged Group will provide further
opportunity to deliver growth.

 

5.  Resolution assets to be acquired by Standard Life

Following the Transactions, Standard Life will retain the following Resolution
businesses and assets:

•  Resolution Asset Management. £50 billion of the assets under management out 
   of the £57 billion managed by Resolution as at 30 June 2007 will be retained
   by Standard Life after the Disposal, including £24 billion under a 10 year
   investment management agreement with Swiss Re.

•  Almost all of Resolution's new business capability, including its leading 
   protection offering and profitable annuity and drawdown new business 
   opportunity. In addition, Standard Life will gain access to Abbey's 
   nationwide network of more than 700 branches, which will provide access to a 
   further 2 million potential customers and diversify and significantly enhance
   Standard Life's distribution capability. Standard Life will also retain 
   Resolution's 65 strong Abbey broker consultant business. During the first 
   half of 2007 Resolution's new business generated:

   -  PVNBP of £448 million; and

   -  NBC of £30 million.

•  Life Division North, which has a market share of 6% in the UK protection 
   market and includes:

   -  Scottish Provident (EEV of £0.6 billion);

   -  Scottish Mutual Assurance (EEV of £0.8 billion);

   -  Phoenix Life Assurance (EEV of £0.3 billion); and

   -  Scottish Mutual International and Scottish Provident International (total 
      EEV of £0.3 billion).

•  Group cash of £0.6 billion and external debt of £0.9 billion as at 30 June 
   2007.

 

6.  Arrangements with Swiss Re

Pursuant to the Swiss Re Option Agreement, subject to the Scheme becoming
Effective, Swiss Re would (following exercise of the options contained in that
agreement) acquire from Standard Life certain Resolution businesses and assets
for a purchase price of £2.35 billion. The businesses to be acquired include:

•  Life businesses, which are substantially closed to new business and which 
   include:

   -  Phoenix Life;

   -  Phoenix Pensions;

   -  Phoenix & London Assurance; and

   -  Resolution Life Limited ('RLL') (following the Reorganisation).

•  Resolution Management Services (excluding RMS (Ireland) Holdings, RMS
   (Glasgow) Limited, Scottish Provident Limited and Scottish Provident Pension
   Trustees Limited) along with those staff wholly or mainly assigned to the
   businesses acquired by Swiss Re pursuant to the Disposal. Resolution 
   Management Services staff wholly or mainly assigned to life and asset 
   management businesses retained by Standard Life will be transferred to 
   Standard Life in accordance with TUPE following the appropriate consultation 
   process.

Following exercise of options granted under the Swiss Re Option Agreement Swiss
Re has agreed to continue the existing investment management arrangements of the
businesses it acquires for 10 years, pursuant to which Standard Life would
manage £24 billion of assets. Swiss Re would retain the investment management
relating to some £7 billion of assets within the businesses it would acquire.

Standard Life would also reinsure to Swiss Re approximately £1.3 billion
non-profit immediate and deferred annuity liabilities in the Resolution business
retained by Standard Life.

Under the terms of the Swiss Re Option Agreement, Standard Life has agreed that
it will not immediately prior to the first of the Court Hearings waive any
Condition relating to the business, assets, liabilities, financial or trading
position of Resolution without the prior consent of Swiss Re, such consent not
to be unnecessarily withheld. In addition, if Standard Life is notified by Swiss
Re of an event in relation to the businesses to be acquired by Swiss Re and/or
Resolution Management Services which constitutes a breach of a Condition of such
a nature that the Panel would or could reasonably be expected to permit that
Condition to be invoked, Standard Life may either choose to terminate the Swiss
Re Option Agreement with Swiss Re or, alternatively, cooperate with Swiss Re to
obtain the Panel's consent to permit that Condition to be invoked. Swiss Re is
being advised by Credit Suisse in the context of the Disposal.
 

7.  Financing

The cash consideration payable by Standard Life under the terms of the offer
will be funded from the consideration payable by Swiss Re pursuant to the
Disposal and new debt facilities entered into for the purposes of the
Acquisition. Under the terms of its debt facilities, Standard Life has agreed
that it will not, without the consent of the agent, acting on the instructions
of the lenders, agree to amend, waive, revise, withdraw, treat as satisfied or
agree or decide not to enforce in whole or in part any Condition or material
term of the Offer which would, or is reasonably likely to, have a material
adverse effect on the interests of the lenders, unless required by law, the City
Code, the Panel or, if relevant, the Court.

Merrill Lynch and UBS Limited confirm that they are satisfied that resources are
available to Standard Life to satisfy full acceptance of the Offer.

 
8.  Cost and financial synergies

Standard Life has identified a number of areas of synergies from the integration
of the Resolution assets to be acquired by Standard Life.

Standard Life's management has targeted at least £71 million in annualised
pre-tax cost and financial synergies by the end of 2010 arising primarily from
the following areas:

•  £35 million annual cost savings from the integration of Resolution's
   asset management function onto Standard Life's platform;

•  £18 million annual cost savings from de-duplication of group head office
   costs and rationalisation of UK Life & Pensions head office and support
   functions arising from the integration of the life operations to be retained 
   by Standard Life following the Disposal of certain assets to Swiss Re; and

•  financial synergies of £18 million per annum reflecting the enhanced
   value of new business.

15% of the cost and financial synergies are expected to be achieved in 2008, 75%
in 2009 and 100% in 2010. The estimated pre-tax one-off costs of achieving the
cost synergies are expected to be approximately £82 million, comprising
approximately £65 million in 2008 and approximately £17 million in 2009.

Management consider that these savings have been conservatively estimated and
are confident that they will be delivered. An implementation plan is in place.

Standard Life's head office will continue to be in Edinburgh and it intends to
operate certain group functions from London. Resolution's head office in London
will be retained as a corporate office of the Enlarged Group. It is expected
that the Enlarged Group will be structured into a number of operational
divisions. The UK Financial Services Business, which comprises Standard Life's
life and pensions, healthcare and banking divisions, will be extended to include
Resolution's new business division and in-force business. Resolution and
Standard Life's asset management operations will be integrated and managed as a
single entity.

The above cost synergies have been determined after allowing for the full
implementation of Standard Life and Resolution's previously announced cost
savings programmes:

•  At the time of its IPO, Standard Life announced a Life & Pensions
   expense reduction of £30 million and corporate cost reduction of £16 million 
   per annum by 2007.

•  Standard Life also announced £100 million of underlying annual cost
   savings in its preliminary results of 22 March 2007.

•  Resolution announced £17 million of pre-tax annual synergies at the time
   of its acquisition of the former Abbey life companies, which completed in 
   August 2006.

These synergies also exclude the £20 million of expected pre-tax annual cost
savings relating to Resolution's merger with Britannic, which completed in
September 2005 and which relate to the businesses to be acquired by Swiss Re.

In addition to the benefits outlined above, Standard Life's management believe
that Standard Life would be able to realise financial benefits at least
equivalent to the anticipated £250 million benefit arising from the hitherto
proposed merger of Resolution's Life Division North and Life Division South in
2008 as announced by Resolution on 10 September 2007, through merging the
acquired businesses into certain life funds in the Standard Life Group.


9.  Financial effects of the Transactions

The Board of Standard Life believes the Transactions have a number of compelling
financial benefits. These are expected to be achieved through increased income
as a result of the growth in funds under management by Standard Life Investments
to approximately £191 billion (including the £24 billion under a long term
contract from Swiss Re) and the enhancement of Standard Life's new business
distribution platform through the addition of the Abbey bancassurance
relationship and improvements in new business margins.

The Board of Standard Life expects that the combined effect of these items will
lead to(4):

•  operating EEV earnings per share neutral in 2008 and accretive from
   2009, the first full year of ownership;

•  Return on Embedded Value neutral in 2008 and enhancing from 2009;

•  operating cashflow per share accretive from 2008; and

•  higher margins in Life & Pensions and Asset Management.


10.  Board of Directors of the Enlarged Group

Clive Cowdery, Mike Biggs and Sir David Cooksey have been invited to join the
Board of Standard Life on completion of the Acquisition. It is proposed that
Clive Cowdery will join the Board as non-executive Deputy Chairman.


11.  Dividend Policy and Capital

The Enlarged Group will follow Standard Life's existing dividend policy
following completion of the Transactions. Standard Life's objective is to pay a
progressive dividend which takes account of the long term earnings and cash flow
potential of the Enlarged Group.

Standard Life's interim dividend is paid in November and final dividend in May
each year. The interim dividend is expected to represent approximately one-third
of the expected total annual dividend.

It is intended that Resolution Shareholders who receive New Standard Life Shares
will be entitled to receive Standard Life's final dividend for the year ending
31 December 2007.

Resolution is a highly cash generative business, with shareholder cashflow of
£201 million in the first half of 2007. Initially the additional cashflow which
Resolution brings to the Enlarged Group will be used to pay down the debt
facility which Standard Life has arranged to fund in part the Acquisition.
Standard Life will target a level of gearing which is consistent with an 'A/A1'
credit rating and maintain an efficient balance sheet.


12.  Current trading and prospects

Standard Life has today released its New Business Results for the nine months to
30 September 2007. The highlights are as follows:

•  Worldwide life and pensions sales up 21% to £11,669 million (2006:
   £9,690 million)

•  UK life and pensions sales up 27% to £9,850 million (2006: £7,777
   million)

   -  Individual SIPP sales up 43% to £3,577 million (2006: £2,506 million)

   -  Group Pensions sales up 31% to £2,000 million (2006: £1,532 million)

•  Standard Life Investments worldwide investment net inflows up 95% to
   £6,078 million (2006: £3,121 million)

   -  Third party funds under management up 24% to £47.7 billion (31 December
      2006: £38.5 billion)

   -  Total funds under management up 8% to £142.2 billion (31 December 2006:
      £132.1 billion)

Standard Life's new business performance in the first nine months of 2007 has
been strong, with growth of 21% in worldwide life and pensions and a 95%
increase in investment net inflows. The moderation in growth rate from that seen
in recent quarters was due to lower levels of UK new business in the third
quarter, reflecting the impact of seasonality, recent volatility in financial
markets, competitor pricing activity, and a tougher 2006 Q3 comparator.

Standard Life remains confident of achieving its previously announced margin
targets and is on track to meet its target of a 9 - 10% return on embedded value
in 2007 and increasing thereafter.


13.  Conditions

Taking into account the particular circumstances of Resolution's business, the
Offer is conditional, amongst other things, on the following Conditions, which
have been negotiated and agreed between Standard Life, Resolution and Swiss Re:

•  the Financial Services Authority giving notice in writing of its (change
   of control) approval (or being treated as having given its approval, 
   following the expiry of prescribed approval period) in respect of:

   -  Standard Life acquiring Resolution regulated entities (in terms
      reasonably satisfactory to Standard Life);

   -  Swiss Re acquiring Resolution regulated entities (in terms reasonably
      satisfactory to Swiss Re); and

   -  the RLL Reorganisation (in terms reasonably satisfactory to Standard
      Life and Swiss Re);

•  the Office of Fair Trading ('OFT') indicating in terms satisfactory to
   Standard Life that it does not intend to refer the acquisition by Standard 
   Life of Resolution for an in-depth review by the Competition Commission;

•  the European Commission approving Swiss Re's acquisition of the
   Resolution businesses (either unconditionally or on terms satisfactory to 
   Swiss Re) without initiating an in-depth review, or, if the transaction is 
   referred back to the UK for review by the OFT, the OFT indicating in terms 
   satisfactory to Swiss Re that it does not intend to refer Swiss Re's 
   acquisition of the Resolution businesses for an in-depth review by the 
   Competition Commission; and 

•  the Friends Provident Transaction not being approved by Resolution
   Shareholders.

In the event that any of the Conditions referred to above are not satisfied,
Standard Life will seek to lapse the Offer.


14.  Management and Employees

The Board of Standard Life believes that the prospects of employees of the
Enlarged Group generally will be enhanced as a result of its strengthened market
position and growth prospects.

The Board of Standard Life has given assurances to the Resolution directors
that, following completion of the acquisition, the existing contractual
employment rights of all employees of the retained Resolution businesses will be
fully safeguarded. Any process of harmonising employment terms and conditions
will be undertaken with the full involvement of recognised employee
representative bodies.

Participants in the Resolution Share Schemes will be advised separately in due
course of the impact of the merger on their entitlements and of the choices
available to them.


15.  Information on Standard Life

Standard Life is principally involved in managing customers' assets held in the
form of life assurance and pensions, investment management, banking and
healthcare insurance products, and is a member of the FTSE 100 Index.

The Standard Life Assurance Company was established in 1825, and was
reincorporated as a mutual assurance company in 1925. The Standard Life group
originally operated only through branches or agencies of the mutual company in
the United Kingdom and certain other countries. Its Canadian branch was founded
in 1833 and its Irish operations in 1838. In 1996, it opened a branch in
Frankfurt, Germany.

In the 1990s, the group also sought to diversify its operations into areas which
complemented its core life assurance and pensions business, with the intention
of positioning itself as a broad range financial services provider. In 1998 the
group set up Standard Life Bank, its UK mortgage and retail savings banking
subsidiary, and Standard Life Investments, which had previously been the
in-house investment management unit of the group's life assurance and pensions
business, was separated into a distinct legal entity, with the aim of
establishing it as an independent investment management business providing
services to both the group and third party retail and institutional clients.

The group's Hong Kong subsidiary, Standard Life Asia Limited, was incorporated
in 1999 as a joint venture and became a wholly-owned subsidiary of Standard Life
in 2002. The group's operations in Hong Kong were established to give the group
a presence in the Far East from which it could expand into China. The group's
joint venture in China with Tianjin Economic Development Area General Company
became operational in 2003. The group's joint ventures in India with Housing
Development Finance Corporation Limited were incorporated in 2000 (in relation
to the life assurance and pensions joint venture) and 2003 (in relation to the
investment management joint venture).

On 31 May 2006, the voting members of The Standard Life Assurance Company voted
in favour of the demutualisation of The Standard Life Assurance Company and the
flotation of Standard Life on the London Stock Exchange, which took place on 10
July 2006.

Standard Life's head office is in Edinburgh, and has significant operations in
Canada, Ireland, Germany Hong Kong, China and India.

In the first half of 2007, Standard Life reported Worldwide life and pensions
PVNBP of £8,181 million, with UK life and pensions PVNBP of £6,954 million. EEV
operating profit for the first half of 2007 was £353 million. Group embedded
value was £5,911 million at 30 June 2007.


16.  Information on Resolution

Resolution is a specialist manager of in-force UK life funds and a member of the
FTSE 100 Index. It was formed on 6 September 2005 when the merger of Britannic
Group and Resolution Life Group ('RLG') was completed.

Britannic's heritage dates back to 1866, but it was only in 2003 that it closed
for new business to focus on acquiring closed life funds. Britannic acquired the
life operations of Allianz Cornhill in December 2004 and the Century Group in
March 2005.

RLG was formed for the purpose of buying and managing closed life funds. It
acquired the Royal & Sun Alliance life companies in September 2004 and Swiss
Life UK in March 2005.

On 1 September 2006 Resolution completed the acquisition of the UK and offshore
life insurance businesses of Abbey together with the associated new business
infrastructure and services companies.

Resolution's head office is in London and it has significant administration
operations in Wythall and Glasgow. Resolution's asset management operations are
also based in Glasgow.

Resolution has total policyholder invested assets of £52 billion, comprising the
financial assets and investment properties on the balance sheet at 30 June 2007.
Total funds under management at that date including third party funds totalled
£57 billion. Resolution's embedded value at 30 June 2007 was £4,340 million.
Resolution's EEV profit before tax for the half year ended 30 June 2007 was £288
million and reported IFRS profits before tax for the half year ended 30 June
2007 were £127 million. Gross assets on an IFRS basis as at 30 June 2007 were
£63,466 million.


17.  Scheme

The Scheme involves an application by Resolution to the Court to sanction the
Scheme and confirm the cancellation of the Resolution Shares which are the
subject of the Scheme other than Resolution Shares in respect of which
Shareholders have elected to accept consideration in the form of Loan Notes
under the Loan Note Alternative (which shares will be transferred to Standard
Life pursuant to the Scheme). Under the Scheme. Resolution Shareholders will
receive the New Standard Life Shares and cash (or Loan Notes) in consideration
for cancellation or, as the case may be, the transfer of the Resolution Shares.

The Scheme requires the approval of Resolution Shareholders at the Court Meeting
and approval by the Resolution Shareholders of certain resolutions to be
proposed at the Resolution Extraordinary General Meeting. The Scheme would be
approved at the Court Meeting if a majority in number representing 75 per cent.
in value of Resolution Shareholders present and voting, either in person or by
proxy, vote in favour of the Scheme. The Resolution Extraordinary General
Meeting will be convened for the purposes of considering and, if thought fit,
passing a special resolution to approve the reduction of Resolution's share
capital and amendments to the articles of association of Resolution necessary to
implement the Scheme and any other resolutions that may be necessary.

Once the necessary approvals from Resolution Shareholders have been obtained and
the other Conditions have been satisfied (or, where applicable, waived), the
Scheme would become Effective upon the sanction by the Court and the
registration of the final court order by the Registrar of Companies in England
and Wales.

Standard Life reserves the right (subject to the lending banks consent) to
implement the Acquisition by way of takeover offer pursuant to which Standard
Life would make a contractual offer under the Code to Resolution Shareholders to
acquire the entire issued and to be issued ordinary share capital of Resolution.
Any such offer would be made on the basis that Resolution Shares would be
acquired fully paid and free from all liens, charges, equitable interests
encumbrances and rights of pre-emption and other interest of any nature
whatsoever and together with all rights then attaching thereto.

Fractional entitlements to New Standard Life Shares under the terms of the Offer
will be disregarded and will not be issued.


18.  Irrevocable undertakings

Resolution's directors are prevented from granting irrevocable undertakings to
Standard Life in relation to the Offer due to the terms of the existing
irrevocable undertakings they have given to Friends Provident.


19.  Key terms of the Merger Agreement and Friends Provident Inducement Fee

Resolution may be contractually prohibited from entering into a merger agreement
with Standard Life under the terms of Resolution's existing merger agreement
with Friends Provident. Standard Life has entered into a unilateral deed to
regulate the basis on which it is willing to effect the Transaction in
accordance with which Standard Life has undertaken to behave in all respects in
accordance with the provisions of the Merger Agreement as if it had been entered
into by both Standard Life and Resolution. If Resolution is permitted to and
does not enter into the Merger Agreement within a specified period Standard
Life's obligations under the deed shall terminate.

The Merger Agreement includes provisions to implement the Scheme on a timely
basis and governing the conduct of the businesses of Resolution and Standard
Life during the period prior to the Merger becoming Effective.

The Merger Agreement provides that all remaining Conditions other than those in
set out in paragraphs 1.3 and 3.4 of Appendix I shall be waived prior to the
Scheme Hearing, unless a Party seeks to invoke one of the Conditions and has
notified the other and provided reasonable evidence that an event has occurred
or circumstance has arisen which is sufficient for the Panel to permit the other
party to withdraw from the merger.

Standard Life has agreed that it shall be liable to pay the Friends Provident
Inducement Fee in the event that it becomes due and payable by Resolution in
accordance with the provisions of the Friends Provident Merger Agreement,
unless:

•  a material corporate transaction involving Resolution is announced and
   completes;

•  the Board of Resolution do not unanimously and without qualification
   recommend that Resolution Shareholders vote in favour of the Resolution EGM
   Resolutions and approve the Scheme or, having made such a recommendation the
   Board of Resolution at any time withdraw, or adversely modify, or qualify 
   such recommendation

•  the Resolution EGM Resolutions are not passed or the Scheme is not
   approved by Resolution Shareholders by the requisite majorities, and the 
   Scheme is subsequently withdrawn and during the following 12 months period a 
   material corporate transaction involving Resolution is announced and 
   completes within a further 12 months,

and in such circumstances the Friends Provident Inducement Fee shall be repaid
to Standard Life.

The Merger Agreement, if and when binding upon Resolution, includes an
undertaking from Resolution not to agree to any inducement fee or any similar
arrangement with any third party prior to the termination of the Merger
Agreement.

The Merger Agreement includes undertakings from the Parties in terms that that
they will not initiate or solicit any discussion for the purposes of procuring
an Alternative Proposal. The Merger Agreement also contains obligations on the
Parties to notify each other of any approach regarding an Alternative Proposal,
the material terms of any such approach and they have undertaken, subject to the
directors' fiduciary duties, not to withdraw, modify or qualify their
recommendation within 48 hours of such notification without the consent of the
other party.

Standard Life has reserved the right to elect to implement the merger by means
of a takeover offer, to be subject to a 50 per cent. acceptance condition and to
remain open until day 60 under the City Code.

The Merger Agreement shall terminate in certain circumstances including, without
prejudice to the rights of either party that may have arisen prior to
termination and without prejudice to the Inducement Fee, if:

•  the merger does not become Effective on or before the Long Stop Date 31
   March 2008;

•  any Condition becomes incapable of satisfaction or is invoked;

•  an Alternative Proposal becomes or is declared wholly unconditional or

•  is completed;

•  the shareholder resolutions of either Party necessary to implement the
   Merger are not passed by the requisite majorities; or

•  following the Board of either Party withdrawing, adversely modifying or
   qualifying their recommendation.


20.  Standard Life Extraordinary General Meeting

Given the size of the proposed Transactions in relation to the current size of
Standard Life, it will be necessary for Standard Life Shareholders to approve
the Transactions and authorise an increase in the share capital of Standard Life
and the allotment of the New Standard Life Shares. An extraordinary general
meeting of Standard Life will be convened for this purpose. A circular
containing the notice of Standard Life Extraordinary General Meeting will be
sent to Standard Life Shareholders.


21.  Overseas Shareholders

The availability of the New Standard Life Shares, the Mix and Match Facility and
the Loan Notes under the terms of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant jurisdiction where
they are resident. Such persons should inform themselves about and observe any
applicable requirements. Further details in relation to overseas shareholders
will be contained in the Scheme Document.


22.  Mix and Match Facility relating to the Offer

A Mix and Match Facility will be made available to Resolution Shareholders in
connection with the Offer.

Further information on the Mix and Match Facility will be included in the Scheme
Document.


23.  The Loan Note Alternative

As an alternative to some or all of the cash consideration to which they would
otherwise be entitled under the Offer, accepting Resolution Shareholders (other
than certain overseas shareholders who may not participate in the Loan Note
Alternative) will, subject to the conditions and further terms which will be set
out in the Scheme Document, be entitled to elect to receive Loan Notes to be
issued by Standard Life on a basis to be determined.


24.  Settlement, listing and dealings

Application will be made to the UK Listing Authority and the London Stock
Exchange for the New Standard Life Shares to be admitted to the Official List
and to trading on the London Stock Exchange's main market for listed securities.
It is expected that the listing of the New Standard Life Shares will become
Effective and that dealings for normal settlement will commence at 8.00 a.m. on
the day following the Effective Date. Further details on settlement, listing and
dealing will be included in the documents to be sent to Resolution Shareholders.


25.  Delisting and re-registration

It is intended that the London Stock Exchange and the UKLA will be requested
respectively to cancel trading in Resolution Shares on the London Stock
Exchange's main market for listed securities and the listing of the Resolution
Shares from the Official List on the Effective Date.

It is intended that Resolution be re-registered as a private limited company as
part of the Scheme and for this to take effect on the Effective Date.

If the Acquisition is effected by way of a takeover offer, it is anticipated
that the cancellation of Resolution's listing and admission to trading will take
effect no earlier than 20 Business Days after the date on which the offer
becomes or is declared unconditional in all respects. Delisting would
significantly reduce the liquidity and marketability of any Resolution Shares
not assented to the offer at that time.

If the Acquisition is effected by way of a takeover offer and such offer becomes
or is declared unconditional in all respects and sufficient acceptances are
received, Standard Life intends to exercise its rights to acquire compulsorily
the remaining Resolution Shares in respect of which the offer has not been
accepted.


26.  Interests in Resolution shares

Save as disclosed in Appendix IV, neither Standard Life, nor any of its
directors, nor to the best of Standard Life's knowledge and belief, any person
acting in concert with Standard Life is interested in or has any rights to
subscribe for any Resolution Shares or has borrowed or lent any Resolution
Shares nor does any such person have any short position whether conditional or
absolute and whether in the money or otherwise (including a short position under
a derivative) or any arrangement in relation to Resolution Shares. For these
purposes 'interest' includes any long economic exposure, whether conditional or
absolute, to changes in the price of securities and a person is treated as
having an 'interest' by virtue of the ownership or control of securities or by
virtue of any option in respect of, or derivative referenced to, securities and
'arrangement' includes any agreement to sell or any delivery obligation or right
to require another person to purchase or take delivery of Resolution Shares and
also includes any indemnity or option arrangement, any agreement or
understanding, formal or informal, of whatever nature relating to Resolution
Shares which may be an inducement to deal or refrain from dealing in such
securities.

27.  Securities in issue

In accordance with Rule 2.10 of the City Code, as at close of business on 25
October 2007, being the last Business Day prior to this announcement, Standard
Life had 2,173,918,591 ordinary shares of 10 pence each in issue (ISIN number
GB00B16KPT44) and Resolution had 686,402,970 ordinary shares of 5 pence each in
issue (ISIN number GB0004342563).

28.  Expected timetable

It is currently expected that shareholder documentation in relation to the
Acquisition will be despatched in December 2007 with a Standard Life
Extraordinary General Meeting in January 2008 and completion in the first
quarter of 2008.


Enquiries:
Standard Life plc                             Resolution plc
[phone]                          [phone]
Gerry Grimstone                               Clive Cowdery
Sandy Crombie                                 Mike Biggs
David Nish                                    Steve Riley

Merrill Lynch International                   Citi
[phone]                          [phone]
Henrietta Baldock                             Chris Jillings
Matthew Greenburgh                            Andrew Thompson
Michael Findlay

UBS Investment Bank                           Lazard
[phone]                          [phone]
Ian Gladman                                   Jon Hack
Tim Waddell                                   Edmund Dilger
Robert Minear

Maitland                                      Temple Bar
[phone]                          [phone]
Neil Bennett                                  Alex Child-Villiers
Anthony Silverman
Rebecca Mitchell


Notes:

(3)  An estimated 50% of approximately £0.9 billion of vesting pensions per 
     annum.

(4)  Nothing in this announcement should be interpreted to mean that Standard
     Life's future EEV operating earnings per share will necessarily match or 
     exceed the historical EEV operating earnings per share of Standard Life.

The conditions to, and certain further terms of, the Offer are set out in
Appendix I. The bases and sources for certain financial information contained in
this announcement are set out in Appendix II. Certain definitions and terms used
in this announcement are set out in Appendix III.

Merrill Lynch is acting as joint financial adviser and corporate broker to
Standard Life and no one else in connection with the Transactions and will not
be responsible to any other person for providing the protections afforded to the
clients of Merrill Lynch nor for providing advice in relation to the
Transactions or any other matter referred to in this announcement.

UBS is acting as joint financial adviser and corporate broker to Standard Life
and no one else in connection with the Transactions and will not be responsible
to any other person for providing the protections afforded to the clients of UBS
nor for providing advice in relation to the Transactions or any other matter
referred to in this announcement.

Citi is acting as joint financial adviser to Resolution and no one else in
connection with the Offer and will not be responsible to any other person for
providing the protections afforded to the clients of Citi nor for providing
advice in relation to the Offer or any other matter referred to in this
announcement.

Lazard is acting as joint financial adviser to Resolution and no one else in
connection with the Offer and will not be responsible to any other person for
providing the protections afforded to the clients of Lazard nor for providing
advice in relation to the Offer or any other matter referred to in this
announcement.


Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the United Kingdom
should inform themselves about, and observe, any applicable requirements. This
announcement has been prepared for the purposes of complying with English law,
the City Code and the Listing Rules and the information disclosed may not be the
same as that which would have been disclosed if this announcement had been
prepared in accordance with the laws and regulations of any jurisdiction outside
of England.

This announcement is not intended to, and does not constitute, or form part of,
an offer to sell, purchase, exchange or subscribe for or a solicitation of an
offer to sell, purchase or exchange any securities or a solicitation of any vote
or approval in any jurisdiction. This announcement does not constitute a
prospectus or a prospectus equivalent document. Shareholders of Standard Life
and Resolution are advised to read carefully the formal documentation in
relation to the Offer once it has been despatched. The proposals relating to the
Offer will be made solely through the Scheme Document, which will contain the
full terms and conditions of the Offer, including details of how to vote with
respect to the Scheme. Any acceptance or other response to the proposals should
be made only on the basis of the information in the Scheme Document.

In particular, this announcement is not an offer of securities for sale or a
solicitation of any offer to buy securities in the United States and the New
Standard Life Shares, which will be issued In connection with the Offer, have
not been, and will not be, registered under the US Securities Act or under the
securities law of any state, district or other jurisdiction of the United
States, Australia, Canada or Japan and no regulatory clearance in respect of the
New Standard Life Shares has been, or will be, applied for in any jurisdiction
other than the UK. The New Standard Life Shares may not be offered, sold, or,
delivered, directly or indirectly, in, into or from the United States without
registration under the US Securities Act or an exemption from registration. The
New Standard Life Shares may not be offered, sold, resold, delivered or
distributed, directly or indirectly, in, into or from Canada, Australia or Japan
or to, or for the account or benefit of, any resident of Australia, Canada or
Japan absent an exemption from registration or an exemption under relevant
securities law. It is expected that the New Standard Life Shares will be issued
in reliance upon the exemption from the registration requirements of the US
Securities Act provided by Section 3(a)(10) thereof. Under applicable US
securities laws, persons (whether or not US Persons) who are or will be
'affiliates' within the meaning of the US Securities Act of Standard Life or
Resolution prior to, or of the Enlarged Group after, the Effective Date will be
subject to certain transfer restrictions relating to the New Standard Life
Shares received in connection with the Scheme.

The availability of the New Standard Life Shares, the Mix and Match Facility and
the Loan Note Alternative under the terms of the Offer to persons who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements.

The Loan Notes to be issued pursuant to the Loan Note Alternative have not been,
and will not be, listed on any stock exchange.

Notice to US Investors: The Offer relates to the shares of a UK company and is
proposed to be made by means of a scheme of arrangement provided for under the
laws of England and Wales. The Offer is subject to the disclosure requirements
and practices applicable in the United Kingdom to schemes of arrangement, which
differ from the disclosure and other requirements of US securities laws.
Financial information included in the relevant documentation will have been
prepared in accordance with accounting standards applicable in the United
Kingdom that may not be comparable to the financial statements of US companies.

If the Acquisition is implemented by way of an offer, it will be made in
accordance with the procedural and filing requirements of the US securities
laws, to the extent applicable. If the Acquisition is implemented by way of an
offer, the New Standard Life Shares to be issued in connection with such offer
will not be registered under the US Securities Act or under the securities laws
of any state, district or other jurisdiction of the United States and may not be
offered, sold or delivered, directly or indirectly, in the United States except
pursuant to an applicable exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act or such other securities
laws. Standard Life does not intend to register any such New Standard Life
Shares or part thereof in the United States or to conduct a public offering of
the New Standard Life Shares in the United States.


Dealing disclosure requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1 per cent. or more of any class of
'relevant securities' of Standard Life or Resolution, all 'dealings' in any
'relevant securities' of that company (including by means of an option in
respect of, or a derivative referenced to, any such 'relevant securities') must
be publicly disclosed by no later than 3.30 p.m. (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the Scheme becomes Effective, lapses or is otherwise
withdrawn or on which the 'offer period' otherwise ends (or if the Acquisition
is implemented by way of an offer, until the date on which such offer becomes,
or is declared, unconditional as to acceptances, lapses or is otherwise
withdrawn or on which the 'offer period' otherwise ends). If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an 'interest' in 'relevant securities' of Standard Life or
Resolution, they will be deemed to be a single person for the purpose of Rule
8.3.

Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of Resolution or Standard Life by Standard Life or Resolution, or by
any of their respective 'associates', must be disclosed by no later than 12.00
noon (London time) on the London business day following the date of the relevant
transaction.

A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel.


Forward looking statements

This announcement may contain forward looking statements that are based on
current expectations or beliefs, as well as assumptions about future events.
Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'expects',
'intends', 'anticipates' or similar expressions identify forward-looking
statements. These statements are based on the current expectations of management
and are naturally subject to risks, uncertainties and changes in circumstances.
Undue reliance should not be placed on any such statements because, by their
very nature, they are subject to known and unknown risks and uncertainties and
can be affected by other factors that could cause actual results, and
management's plans and objectives, to differ materially from those expressed or
implied in the forward looking statements.

There are several factors which could cause actual results to differ materially
from those expressed or implied in forward looking statements. Among the factors
that could cause actual results to differ materially from those described in the
forward looking statements are the ability to combine successfully the
businesses of Standard Life and Resolution and to realise expected synergies
from that combination, changes in the global, political, economic, business,
competitive, market and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or dispositions.

Neither Standard Life nor Resolution undertakes any obligation (except as
required by the Listing Rules, the Disclosure and Transparency Rules and the
rules of the London Stock Exchange) to revise or update any forward looking
statement contained in this announcement, regardless of whether that statement
is affected as a result of new information, future events or otherwise.

Responsibility for information

Save in relation to information relating specifically and solely to Resolution,
the Resolution directors are not responsible for the contents of this
Announcement.



                                   APPENDIX I
           CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION

The Acquisition will be conditional upon the Scheme becoming unconditional and
Effective by 31 March 2008 or such later date as Resolution and Standard Life
may agree and (if required) the Court and the Panel may allow.

1.      The Scheme will be subject to the following conditions:

1.1     approval by a majority in number representing not less than
three-fourths in value of the holders of Scheme Shares, present and voting,
whether in person or by proxy, at the Court Meeting (or any adjournment thereof)
and such approval not subsequently being revoked;

1.2     the resolutions required to implement the Scheme being passed at
the Resolution Extraordinary General Meeting (or any adjournment thereof); and

1.3     the sanction of the Scheme and the confirmation of the Capital
Reduction by the Court (in either case with or without modification (but subject
to such modification being acceptable to Standard Life and Resolution)), office
copies of the Court Order and of the minute of reduction being delivered to the
Registrar of Companies and, in relation to the Capital Reduction, being
registered by him.

2       The Acquisition will be conditional upon the passing at the
Standard Life Extraordinary General Meeting (or any adjournment thereof) of such
resolution or resolutions as are necessary to approve, implement and effect the
Transactions and the acquisition of Resolution Shares pursuant to the
Acquisition or otherwise (as such resolutions may be set out in the Standard
Life Shareholder Circular, including a resolution or resolutions to increase the
share capital of Standard Life and authorise the creation and allotment of the
New Standard Life Shares) and such resolutions not subsequently being revoked.

3       Standard Life and Resolution have agreed that, subject to
the provisions of paragraph 5 of this Appendix I below and the requirements of
the Panel in accordance with the City Code, the Scheme will also be conditional
upon, and accordingly the necessary actions to effect the Acquisition will only
be taken on, the satisfaction, or where relevant, waiver of the following
Conditions:

3.1     all merger control clearances and approvals from Competition
Authorities necessary for the purposes of the Acquisition being obtained in
terms reasonably satisfactory to Standard Life and all waiting or other time
periods (including any extensions thereof) having expired, lapsed or terminated;

3.2     the Office of Fair Trading deciding, in terms satisfactory to
Standard Life, not to refer the proposed acquisition envisaged in the
Acquisition or any matter arising therefrom to the UK Competition Commission for
investigation under the Enterprise Act 2002;

3.3     to the extent that the transactions contemplated by the Swiss Re
Transaction either constitute a concentration falling within the scope of the
Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of
concentrations between undertakings (the 'Regulation') or are to be examined by
the European Commission as a result of a decision under Article 22(3) of the
Regulation:

3.3.1   the European Commission taking a decision (or being deemed to
have taken a decision) under Article 6(1)(b) of the Regulation declaring the
Swiss Re Transaction compatible with the common market, either unconditionally
or in terms reasonably satisfactory to Swiss Re, or failure of the European
Commission to adopt a decision within the required time periods; or

3.3.2   the European Commission taking a decision (or being deemed to
have taken a decision) to refer the whole or part of the Swiss Re Transaction to
the Office of Fair Trading (the 'OFT') under Article 9(3) of the Regulation and
a statement being issued by the OFT indicating in terms reasonably satisfactory
to Swiss Re that it does not intend to refer the Swiss Re Transaction to the
Competition Commission (the 'CC'), in whole or in part, either unconditionally
or in terms reasonably satisfactory to Swiss Re and the European Commission
taking any of the decisions under paragraph 3.3.1 above with respect to any part
of the Swiss Re Transaction retained by it.

3.4     Admission becoming effective or, subject to the consent of the
Panel, the UKLA agreeing to admit such shares to the Official List and the
London Stock Exchange agreeing to admit such shares to trading subject only to
(i) the allotment of such shares and/or (ii) the Acquisition becoming Effective;

3.5     the Financial Services Authority giving notice in writing under
section 184(1) of FSMA, in terms reasonably satisfactory to Standard Life, of
its approval in respect of any acquisition of or increase in control over (as
defined in section 179 and section 180 of FSMA) any member of Resolution which
is a UK authorised person (as defined in section 178(4) of FSMA) which would
result from the Acquisition, or being treated as having given its approval by
virtue of section 184(2) of FSMA;

3.6     the Financial Services Authority giving notice in writing under
section 184(1) of FSMA, in terms reasonably satisfactory to Swiss Re, of its
approval in respect of any acquisition of or increase in control over (as
defined in section 179 and section 180 of FSMA) any member of Resolution which
is a UK authorised person (as defined in section 178(4) of FSMA) which would
result from the Swiss Re Transaction, or being treated as having given its
approval by virtue of section 184(2) of FSMA;

3.7     save where the Financial Services Authority provides in writing
that such approval is not required, the Financial Services Authority giving
notice in writing under section 184(1) of FSMA, in terms reasonably satisfactory
to Standard Life and Swiss Re, of its approval in respect of any increase in
control or additional kind of control over (as defined in section 180 of FSMA)
any member of Resolution which is a UK authorised person (as defined in section
178(4) of FSMA) which would result from the proposed pre-sale reorganisation of
the Resolution Group in connection with the Transactions, or being treated as
having given its approval by virtue of section 184(2) of FSMA;

3.8     the Friends Provident Transaction not being approved by
Resolution Shareholders or otherwise lapsing or being withdrawn;

3.9     except as (i) publicly announced in accordance with the Listing
Rules or Disclosure and Transparency Rules by Standard Life or Resolution prior
to 26 October 2007, (ii) disclosed in the annual report and accounts of
Resolution for the financial year ended 31 December 2006, (iii) disclosed in the
annual report and accounts of Standard Life for the financial year ended 31
December 2006, (iv) disclosed in the interim financial statements of Resolution
for the six months ended 30 June 2007, (v) disclosed in the interim financial
statements of Standard Life for the six months ended 30 June 2007, or (vi)
fairly disclosed by or on behalf of Resolution or Standard Life to the other
prior to 26 October 2007, there being no provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Resolution Group or the Wider Standard Life Group or is a party or by or
to which any such member or any of its assets may be bound, entitled or subject,
which in consequence of the Acquisition or because of a change in the control or
management of Resolution or Standard Life or otherwise, would or might
reasonably be expected to result (in each case to an extent which is material
either in the context of the Wider Resolution Group as a whole or in the context
of the Offer, as the case may be) in:

3.9.1   any moneys borrowed by or any other indebtedness (actual or
contingent) of, or grant available to any such member, being or becoming
repayable or capable of being declared repayable immediately or earlier than
their or its stated maturity date or repayment date or the ability of any such
member to borrow moneys or incur any indebtedness being withdrawn or inhibited
or being capable of becoming or being withdrawn or inhibited;

3.9.2   any such agreement, arrangement, licence, permit or instrument
or the rights, liabilities, obligations or interests of any such member
thereunder being terminated or modified or affected or any obligation or
liability arising or any action being taken thereunder;

3.9.3   any assets or interests of any such member being or falling to
be disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged otherwise than in the
ordinary course of business;

3.9.4   the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property or assets
of any such member or any such mortgages, charge or other security interest
(whenever arising or having arisen) becoming enforceable;

3.9.5   the rights, liabilities, obligations or interests of any such
member in or to, or the business of any such member with, any person, firm or
body (or any arrangement or arrangements relating to any such interest or
business) being terminated or adversely modified or affected;

3.9.6   the value of any such member or its financial or trading
position being prejudiced or adversely affected;

3.9.7   any such member ceasing to be able to carry on business under
any name under which it presently does so; or

3.9.8   the creation of any liability, actual or contingent, by any such
member, and no event having occurred which, under any provision of any 
agreement, arrangement, licence, permit or other instrument to which any member
of the Wider Resolution Group or the Wider Standard Life Group is a party or by 
or to which any such member or any of its assets may be bound, entitled or 
subject, would result in or would reasonably be expected to result in any of the
events or circumstances as are referred to in sub-paragraphs 3.9.1 to 3.9.8 of 
this paragraph 3.9 (in each case to an extent which is material either in the 
context of the Wider Resolution Group as a whole or in the context of the Offer,
as the case may be);

3.10    no government or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental or investigative body, court, trade agency,
association, institution or any other body or person (whether or not a
governmental or similar body or person) whatsoever in any jurisdiction (each a '
Third Party') having decided to take, institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference, or enacted or
made any statute, regulation, decision or order, or having taken any other steps
which would or would reasonably be expected to (in each case to an extent which
is material either in the context of the Wider Resolution Group as a whole or in
the context of the Offer, as the case may be):

3.10.1  require, prevent or delay the divestiture, or alter the terms
envisaged or agreed for any proposed divestiture by any member of the Wider
Standard Life Group or any member of the Wider Resolution Group (excluding for
the purposes of this paragraph 3.10 the divestitures contemplated by the Swiss
Re Transaction) of all or any portion of their respective businesses, assets or
property or impose any material limitation on the ability of any of them to
conduct their respective businesses (or any of them) or to own any of their
respective assets or properties or any material part thereof;

3.10.2  impose any limitation on, or result in a delay in, the ability of
any member of the Wider Standard Life Group or the Wider Resolution Group
directly or indirectly to acquire or to hold or to exercise effectively any
rights of ownership in respect of shares or loans or securities convertible into
shares or any other securities (or the equivalent) in any member of the Wider
Resolution Group or the Wider Standard Life Group or to exercise management
control over any such member;

3.10.3  otherwise adversely affect the business, assets or profits of any
member of the Wider Standard Life Group or of any member of the Wider Resolution
Group;

3.10.4  make the Acquisition or its implementation or the acquisition or
proposed acquisition by Standard Life or any member of the Wider Standard Life
of any shares or other securities in, or control of Resolution void, illegal and
/or unenforceable under the laws of any jurisdiction, or otherwise directly or
indirectly, restrain, restrict, prohibit, delay or otherwise materially
interfere with the same, or impose additional conditions or obligations with
respect thereto, or otherwise challenge or materially interfere therewith;

3.10.5  require any member of the Wider Standard Life Group or the Wider
Resolution Group to offer to acquire any shares or other securities (or the
equivalent) or interest in any member of the Wider Resolution Group or the Wider
Standard Life Group owned by any third party; or

3.10.6  result in any member of the Wider Standard Life Group or the Wider
Resolution Group ceasing to be able to carry on business under any name under
which it presently does so,
and all applicable waiting and other time periods during which any such Third
Party could institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the laws of any
jurisdiction in respect of the Acquisition having expired, lapsed or been
terminated;

3.11    all necessary filings or applications having been made in
connection with the Acquisition and all applicable waiting periods under any
applicable legislation or regulations having expired and all statutory or
regulatory obligations in any jurisdiction having been complied with in
connection with the Acquisition and all authorisations, orders, recognitions,
grants, consents, licences, confirmations, clearances, permissions and approvals
(collectively 'Consents') reasonably deemed necessary and/or appropriate for or
in respect of, the Acquisition having been obtained in terms and in a form
reasonably satisfactory to Standard Life and Resolution from all appropriate
Third Parties or persons with whom any member of the Wider Standard Life Group
or the Wider Resolution Group has entered into contractual arrangements, and all
such Consents together with all material Consents reasonably necessary and/or
appropriate to carry on the business of any member of the Wider Standard Life
Group or the Wider Resolution Group remaining in full force and effect and all
filings, notifications or applications necessary and/or appropriate for such
purpose having been made and there being no notice or intimation of any
intention to revoke or not to renew any of the same at the time at which the
Acquisition otherwise becomes Effective and all necessary and/or appropriate
statutory or regulatory obligations in any jurisdiction having been complied
with in all material respects;

3.12    except as (i) publicly announced in accordance with the Listing
Rules or Disclosure and Transparency Rules by Resolution or Standard Life prior
to 26 October 2007, (ii) disclosed in the annual report and accounts of
Resolution for the financial year ended 31 December 2006, (iii) disclosed in the
annual report and accounts of Standard Life for the financial year ended 31
December 2006, (iv) disclosed in the interim financial statements of Resolution
for the six months ended 30 June 2007, (v) disclosed in the interim financial
statements of Standard Life for the six months ended 30 June 2007, (ii)
implemented for the purposes of the transactions contemplated by or in the
Standard Life Merger Agreement or (vii) fairly disclosed by or on behalf of
Resolution or Standard Life to the other prior to 26 October 2007, no member of
the Wider Resolution Group or of the Wider Standard Life Group having, since 31
December 2006:

3.12.1  save as between Resolution and wholly-owned subsidiaries of
Resolution, or as between Standard Life and wholly-owned subsidiaries of
Standard Life or for Resolution Shares issued pursuant to the exercise of
options granted under the Resolution Share Schemes, or for Standard Life shares
issued pursuant to the exercise of options granted under the Standard Life Share
Schemes, issued, authorised or proposed the issue of additional shares of any
class;

3.12.2  save as between Resolution and wholly-owned subsidiaries of
Resolution, or as between Standard Life and wholly-owned subsidiaries of
Standard Life or for the grant of options under the Resolution Share Schemes, or
for Standard Life shares issued pursuant to the exercise of options granted
under the Standard Life Share Schemes issued or agreed to issue, authorised or
proposed the issue of securities convertible or exchangeable into shares of any
class or rights, warrants or options to subscribe for, or acquire, any such
shares or convertible securities;

3.12.3  other than to another member of the Resolution Group or the
Standard Life Group and save as provided for in respect of Resolution in this
announcement, recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution whether payable
in cash or otherwise;

3.12.4  save pursuant to the Acquisition, merged or demerged with any body
corporate or acquired or disposed of or transferred, mortgaged or charged or
created any security interest over any assets or any right, title or interest in
any asset (including shares and trade investments) or authorised or proposed or
announced any intention to propose any merger, demerger, acquisition or
disposal, transfer, mortgage, charge or security interest which, in any case, is
not in the ordinary course of business and is material either in the context of
the Wider Resolution Group taken as a whole or in the context of the Offer as
the case may be;

3.12.5  save for intra-Resolution Group or intra-Standard Life Group
transactions, made or authorised or proposed or announced an intention to
propose any change in its loan capital;

3.12.6  issued, authorised or proposed the issue of any debentures or
(save for intra-Resolution Group or intra-Standard Life Group transactions),
save in the ordinary course of business, incurred or increased any indebtedness
or become subject to any guarantee or contingent liability, which in any case is
material either in the context of the Wider Resolution Group taken as a whole or
in the context of the Offer, as the case may be;

3.12.7  purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in sub-paragraph 3.12.1 above, made
any other change to any part of its share capital;

3.12.8  implemented, or authorised, proposed or announced its intention to
implement, any reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement which, in any case, is not in the ordinary course of
business and is material either in the context of the Wider Resolution Group
taken as a whole or in the context of the Offer, as the case may be, or entered
into or changed the terms of any contract with any director or senior executive;

3.12.9  entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, transaction or commitment (whether
in respect of capital expenditure or otherwise) which is of a long term, onerous
or unusual nature or magnitude or which is or would be reasonably likely to be
materially restrictive on the businesses of the Wider Resolution Group or the
Wider Standard Life Group taken as a whole or which involves or could involve an
obligation of such a nature or magnitude or which is other than in the ordinary
course of business, and in each such case is or would be reasonably likely to be
material in the context of the Wider Resolution Group or the Wider Standard Life
Group taken as a whole;

3.12.10 (other than in respect of a member which is dormant and was solvent
at the relevant time) taken any corporate action or had any legal proceedings
started or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or any of its assets or
revenues or any analogous proceedings in any jurisdiction or had any such person
appointed;

3.12.11 been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or suspend) payment
of its debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;

3.12.12 made or agreed or consented to any material change to the terms or
the trust deeds and rules constituting any pension schemes established for its
directors and/or employees and/or their dependants or to the benefits which
accrue, or to the pensions which are payable, thereunder, or to the basis on
which qualification for or accrual or entitlement to such benefits or pensions
are calculated or determined or to the basis on which such liabilities of such
pension schemes are funded or calculated, or agreed or consented to any change
to the trustees which is material and adverse in the context of the Wider
Resolution Group or the Wider Standard Life Group;

3.12.13 entered into any contract, transaction or arrangement which would be
restrictive on the business of any member of the Wider Resolution Group or the
Wider Standard Life Group other than to a nature and extent which is normal in
the context of the business concerned, to an extent which is or would be
reasonably likely to be material either in the context of the Wider Resolution
Group taken as a whole or in the context of the Offer, as the case may be;

3.12.14 waived or compromised any claim otherwise than in the ordinary
course of business and in any case which is or would be reasonably likely to be
material in the context of the Wider Resolution Group taken as a whole; or

3.12.15 entered into any contract, commitment, arrangement or agreement
otherwise than in the ordinary course of business or passed any shareholder
resolution or made any offer (which remains open for acceptance) with respect to
or announced any intention to, or to propose to, effect any of the transactions,
matters or events referred to in this condition;

3.13    except as (i) publicly announced in accordance with the Listing
Rules or Disclosure and Transparency Rules by Resolution or by Standard Life
prior to 26 October 2007, (ii) disclosed in the annual report and accounts of
Resolution for the financial year ended 31 December 2006, (iii) disclosed in the
annual report and accounts of Standard Life for the financial year ended 31
December 2006, (iv) disclosed in the interim financial statements of Resolution
for the six months ended 30 June 2007, (v) disclosed in the interim financial
statements of Standard Life for the six months ended 30 June 2007, or (vi)
fairly disclosed by or on behalf of Resolution to Standard Life prior to 26
October 2007:

3.13.1  no material adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits of the Wider
Resolution Group or the Wider Standard Life Group which is material either in
the context of the Wider Resolution Group taken as a whole or in the case of the
Offer, as the case may be;

3.13.2  no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider Resolution Group or of the Wider
Standard Life Group is or may become a party (whether as a plaintiff, defendant
or otherwise) and no inquiry or investigation by any Third Party against or in
respect of any member of the Wider Resolution Group or the Wider Standard Life
Group having been instituted, announced or threatened by or against or remaining
outstanding in respect of any member of the Wider Resolution Group or the Wider
Standard Life Group which in any such case would have or would reasonably be
expected to have a material adverse effect either on the Wider Resolution Group
as a whole or on the Offer, as the case may be;

3.13.3  no contingent or other liability having arisen or been identified
which would have or would reasonably be expected to have a material adverse
effect on the Wider Resolution Group as a whole or on the Offer, as the case may
be; 
or

3.13.4  no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence held by any
member of the Wider Resolution Group or of the Wider Standard Life Group which
is necessary for the proper carrying on of its respective business and the
absence of which in any case would have or would reasonably be expected to have
a material adverse effect on the Wider Resolution Group as a whole or on the
Offer, as the case may be;

3.14    save as (i) publicly announced in accordance with the Listing Rules
or Disclosure and Transparency Rules by Resolution prior to 26 October 2007,
(ii) disclosed in the annual report and accounts of Resolution for the financial
year ended 31 December 2006, (iii) disclosed in the annual report and accounts
of Standard Life for the financial year ended 31 December 2006, (iv) disclosed
in the interim financial statements of Resolution for the six months ended 30
June 2007, (v) disclosed in the interim financial statements of Standard Life
for the six months ended 30 June 2007, or (vi) Standard Life not having
discovered in relation to the Wider Resolution Group or Resolution not having
discovered in relation to the Wider Standard Life Group:

3.14.1  that any financial, business or other information concerning the
Wider Resolution Group or the Wider Standard Life Group as contained in the
information publicly disclosed or disclosed to Standard Life or Resolution at
any time by or on behalf of any member of the Wider Resolution Group or the
Wider Standard Life Group as the case may be, is materially misleading, contains
a material misrepresentation of fact or omits to state a fact necessary to make
that information not materially misleading; or

3.14.2  that any member of the Wider Resolution Group or the Wider
Standard Life Group is subject to any liability (contingent or otherwise which
is material either in the context of the Wider Resolution Group as a whole or in
the context of the Offer, as the case may be) which is not disclosed in the
annual report and accounts of Resolution or Standard Life, as the case may be,
for the year ended 31 December 2006.

4       For the purposes of these conditions the 'Wider Resolution
Group', 'Wider Standard Life Group' 'subsidiary undertaking', 'associated
undertaking', 'undertaking' and 'significant interest' are defined in the
definitions in Appendix 3.

5       Subject to the requirements of the Panel in accordance with
the City Code:

5.1     Standard Life reserves the right to waive, in whole or in part,
all or any of the above conditions, except the conditions in paragraphs 1, 2,
3.4 (inclusive) in so far as they relate to Resolution, the Wider Resolution
Group, or any part thereof.

5.2     Resolution reserves the right to waive, in whole or in part, all
or any of the above conditions, except the conditions in paragraphs 1, 2, 3.4
(inclusive) in so far as they relate to Standard Life, the Wider Standard Life
Group, or any part thereof.

6       Either party may terminate the Standard Life Merger
Agreement if at any time prior to the conclusion of the Court Hearing any of
these Conditions becomes incapable of satisfaction or is invoked by that party.

7       The Acquisition will not proceed if, after the date of this
announcement and before the Court Hearing:

7.1     the Acquisition is referred to the UK Competition Commission; or

7.2     the European Commission initiates proceedings in respect of the
Swiss Re Transaction under Article 6(1)(c) of the Regulation.

8       If Standard Life is required by the Panel to make an offer
for Resolution Shares under the provisions of Rule 9 of the City Code, Standard
Life may make such alterations to any of the above conditions as are necessary
to comply with the provisions of that Rule.

9       Standard Life may decide to implement the Acquisition by way
of an offer. In such event the Acquisition will be implemented on the same terms
(subject to appropriate amendments including (without limitation) an acceptance
condition set at 50.1 per cent. of the shares to which the Acquisition relates
or such other percentage as may be required by the Panel and subject to
availability of an exemption from the registration requirements of the US
Securities Act and such amendments that Standard Life deems necessary or
appropriate in respect of US Securities laws), so far as applicable, as those
which would apply to the implementation of the Acquisition by means of the
Scheme.

10      The Acquisition will be governed by English Law and be subject
to the jurisdiction of the English Courts, and to the Conditions set out in this
announcement and in the formal Scheme Document.

11      The New Standard Life Shares, which will be issued in
connection with the Acquisition, have not been, and will not be, registered
under the US Securities Act or under the securities law of any state, district
or other jurisdiction of the United States, Australia, Canada or Japan and no
regulatory clearance in respect of the New Standard Life Shares has been, or
will be, applied for in any jurisdiction other than the UK. The New Standard
Life Shares may not be offered or sold in the United States absent registration
under the US Securities Act or an exemption from registration. It is expected
that the New Standard Life Shares will be issued in reliance upon the exemption
from the registration requirements of the US Securities Act provided by Section
3(a)(10) thereof. Under applicable US securities laws, persons (whether or not
US persons) who are or will be 'affiliates' (for the purposes of the US
Securities Act) of Standard Life or Resolution prior to, or of Standard Life
after, the Effective Date will be subject to certain transfer restrictions
relating to the New Standard Life Shares received in connection with the
Acquisition.


                                  APPENDIX II
                BASES OF CALCULATION AND SOURCES OF INFORMATION

1.     Unless otherwise stated:

      (i)  financial information relating to Resolution has been extracted 
           (without material adjustment) from the audited annual report and
           accounts for Resolution for the year ended 31 December 2006 or from 
           the unaudited interim financial statements of Resolution for the half
           year ended 30 June 2007;

     (ii)  financial information relating to Standard Life has been extracted 
           (without material adjustment) from the audited annual report and
           accounts for Standard Life for the year ended 31 December 2006 or 
           from the unaudited interim financial statements of Standard Life for 
           the half year ended 30 June 2007;

2.      The terms of the Acquisition value the Resolution Group at
£4.9 billion, based on a share price of 276.25 pence per Standard Life Share
(the Closing Price on 25 October 2007, the last practicable date prior to this
announcement) and approximately 491 million New Standard Life Shares to be
issued to Resolution Shareholders.

3.      As at the close of business on 25 October 2007, Standard Life
had in issue 2,173,918,591 ordinary shares of 10 pence each; and Resolution had
in issue 686,402,970 ordinary shares of 5 pence each.

4.      The expected operational cost savings have been calculated on
the basis of the existing cost and operating structures of the Resolution and
Standard Life groups and, in the case of Resolution, after existing plans for
rationalisation and cost reduction have been implemented. These statements of
estimated cost savings and one-off costs for achieving them relate to future
actions and circumstances which, by their nature, involve risks, uncertainties
and other factors. Because of this, the cost savings referred to may not be
achieved, or those achieved could be materially different from those estimated.
This statement is not intended to be a profit forecast and should not be
interpreted to mean that the earnings per share in 2007 or any subsequent
financial period, would necessarily match or be greater than those for the
relevant preceding financial period.

5.      The embedded value for the Combined Group at 30 June 2007 on
a combined basis amounts to £6,564 million. The embedded value methodologies
adopted by Standard Life and Resolution are materially consistent except for the
reporting of non-covered businesses. Standard Life and Resolution have both
adopted a market-consistent approach to embedded value. However, while Standard
Life includes its service company expenses as well as the current and future
profits and losses from Standard Life Investments arising on its management of
funds relating to the life assurance and pensions businesses on a 'look-through'
basis, Resolution includes these businesses on the basis of IFRS net worth.
Other than moving to a consistent definition of non-covered business, the impact
of fully harmonising the embedded value methodologies and assumptions would not
be expected to result in a material change to the combined embedded value.

6.      The funds under management which will be retained by Standard
Life under a long term contract from Swiss Re have been estimated using
Resolution's 2006 FSA returns, 2006 annual report and accounts for the year
ended 31 December 2006 and unaudited interim results for the period ended 30
June 2007.

7.      UK life and pensions market share figures are for the year
ended 31 December 2006 and are sourced from the Association of British Insurers.
                                  

                                  APPENDIX III

                                  DEFINITIONS

In this announcement, the following definitions apply unless the context
requires otherwise:

'Abbey' means Abbey plc;

'Acquisition' means the offer by Standard Life to acquire the entire issued and
to be issued share capital of Resolution plc;

'Admission' means the admission of the New Standard Life Shares to the Official
List, in accordance with the Listing Rules, and the admission of the New
Standard Life Shares to trading on the London Stock Exchange's main market for
listed securities in accordance with the Admission and Disclosure Standards;

'BST' means British Summer Time;

'Business Day' means a day (other than a Saturday or Sunday or public holiday)
on which banks are open for business in London;

'Capital Reduction' means the proposed reduction of Resolution's share capital
in connection with the Acquisition under section 135 of the Companies Act;

'Citi' means Citigroup Global Markets Limited;

'City Code' means the City Code on Takeovers and Mergers;

'Closing Price' means the closing middle market price of a relevant share as
derived from SEDOL;

'Companies Act' or the 'Act' means the Companies Act 1985 (as amended);

'Competition Authorities' shall mean (i) all the competition authorities having
jurisdiction over the Transactions and to which notification of the Transactions
is mandatory and/or appropriate, under applicable merger control laws, and (ii)
the United Kingdom and European Union competition authorities, should they have
jurisdiction over the Transactions under applicable merger control laws;

'Conditions' means the conditions to the Acquisition set out in Appendix I to
this announcement;

'Court' means the High Court of Justice in England and Wales;

'Court Hearings' means the hearings by the Court of the petition to sanction the
Scheme and to confirm the cancellation of the entire issued share capital of
Resolution provided by the Scheme under section 137 of the Companies Act;

'Court Order' means the orders of the Court sanctioning the Scheme under section
425 of the Companies Act and confirming the Capital Reduction;

'Disclosure and Transparency Rules' means the Disclosure and Transparency Rules,
as published by the FSA;

'Disposal' or 'Swiss Re Transaction' means the transaction contemplated in the
Swiss Re Option Agreement;

'Effective' means the Scheme having become effective pursuant to its terms;

'Effective Date' means the date on which the Scheme becomes Effective;

'Enlarged Group' means with effect from the Effective Date, the combined
Standard Life Group/Resolution Group;

'FSA' means the Financial Services Authority;

'Lazard' means Lazard & Co., Limited;

'New Standard Life Shares Restricted Jurisdiction' means any jurisdiction in
which an offer of New Standard Life Shares would constitute a violation of
relevant laws or require registration of the New Standard Life Shares;

'Listing Rules' means the rules and regulations of the UKLA, as amended from
time to time and contained in the UKLA's publication of the same name;

'Loan Note Alternative' means the alternative under the Offer whereby Resolution
Shareholders (other than certain overseas shareholders) may elect to receive
Loan Notes instead of all or part of the cash consideration to which they would
otherwise have been entitled under the Offer;

'Loan Notes' means the loan notes of Standard Life to be issued pursuant to the
Loan Note Alternative on terms to be disclosed in the Scheme Document;

'Loan Note Restricted Jurisdiction' means any jurisdiction in which an offer of
Loan Notes would constitute a violation of relevant laws or require registration
of the Loan Notes;

'London Stock Exchange' means London Stock Exchange plc;

'Long Stop Date' means 31 March 2008 (or such later time or date as Standard
Life and Resolution may agree, with the approval of the Court and/or the Panel
if required);

'Merger Deed' means the Deed Poll entered into by Standard Life on the date of
this announcement, governing the implementation of the Acquisition;

'Merrill Lynch' means Merrill Lynch International;

'NBC' means new business contribution;

'New Standard Life Shares' means the new Standard Life shares proposed to be
issued, credited as fully paid up, pursuant to the Acquisition;

'New Standard Life Shares Restricted Jurisdiction' means any jurisdiction in
which an offer of New Standard Life Shares would constitute a violation of
relevant laws or require registration of the New Standard Life Shares;

'Offer' means the offer by Standard Life to acquire the entire issued and to be
issued share capital of Resolution plc;

'Official List' means the official list of the UKLA;

'Panel' means the Panel on Takeovers and Mergers;

'pence' and '£' means the lawful currency of the United Kingdom;

'Prospectus' means the prospectus, or document equivalent to a prospectus, to be
published by Standard Life in respect of Admission;

'PVNBP' means the present value of new business premiums;

'RAM' means Resolution Asset Management;

'Registrar of Companies' means the Registrar of Companies in England and Wales,
within the meaning of the Companies Act;

'Resolution' means Resolution plc;

'Resolution Board' means the board of directors of Resolution;

'Resolution Extraordinary General Meeting' means the extraordinary general
meeting of Resolution Shareholders to be convened for the purposes of
considering and, if thought fit, approving certain resolutions required to
implement or appropriate in connection with the Scheme and the Acquisition;

'Resolution Group' means Resolution, its subsidiaries and subsidiary
undertakings;

'Resolution Shareholders' means the holders of Resolution Shares;

'Resolution Shares' means the ordinary shares of 5 pence each in the capital of
Resolution;

'Resolution Share Schemes' means Resolution 1998 Unapproved Share Option Scheme;
Resolution 1998 Approved Share Option Scheme; Resolution 1998 Savings Related
Share Option Scheme; Resolution 2002 Long Term Incentive Plan; Resolution 2005
Long Term Incentive Plan; Resolution 2005 Savings Related Share Option Scheme;
Resolution Share Matching Plan 2006; Resolution Deferred Bonus Plan 2007;

'Restricted Jurisdiction' means any jurisdiction where local laws or regulations
may result in a significant risk of civil, regulatory or criminal exposure if
information concerning the Offer is sent or made available to Resolution
Shareholders in that jurisdiction;

'Reorganisation' means the transfer of the Life Division North companies and
certain of the Resolution Management Services Limited companies to Resolution
plc, further details of which will be set out in the Scheme Document;

'Return on Embedded Value' means the post tax operating return on opening
embedded value;

'Scheme' means the proposed scheme of arrangement of Resolution under section
425 of the Act including the cancellation of the entire issued share capital of
Resolution under section 135 of the Act, as modified or varied;

'Scheme Document' means the document to be dispatched to Resolution Shareholders
in relation to the Scheme comprising the particulars required by section 426 of
the Companies Act;

'Scheme Meeting' means the meeting of the Scheme Shareholders to be convened by
an order of the Court under section 425 of the Companies Act to consider and, if
thought fit, approve the Scheme (with or without amendment) and any adjournment
thereof;

'Scheme Record Time' means 6.00pm on the Business Day immediately preceding the
Effective Date;

'Scheme Shareholders' means the holders of Scheme Shares;

'Scheme Shares' means (a) the existing unconditionally issued Resolution Shares
at the date of the Scheme Document; (b) any further Resolution Shares which are
unconditionally issued after the date of the Scheme Document but before the
Scheme Voting Record Time; and (c) any Resolution Shares issued at or after the
Scheme Voting Record Time and before the Scheme Record Time in respect of which
the original or any subsequent holders thereof are, or shall have agreed in
writing to be, bound by the Scheme; in each case other than any Resolution
Shares beneficially owned by Standard Life;

'Scheme Voting Record Time' 6.00 p.m. on the day which is two days before the
Scheme Meeting or, if the Scheme Meeting is adjourned, 6.00 p.m. on the second
day before the date of such adjourned meeting;

'SEDOL' means the London Stock Exchange Daily Official List;

'significant interest' means a direct or indirect interest in ten per cent. or
more of the equity share capital (as defined in the Companies Act) in a company;

'Standard Life Extraordinary General Meeting' means the extraordinary general
meeting of Standard Life Shareholders to consider and, if thought fit, to
approve the Acquisition and to pass certain other resolutions in connection with
the Acquisition;

'Standard Life Group' means Standard Life, its subsidiaries and subsidiary
undertakings;

'Standard Life Merger Agreement' means the agreement which it is proposed will
be entered into between Standard Life and Resolution governing implementation of
the Acquisition, subject to the prior termination of the Friends Provident
Merger Agreement and entry into such agreement being consistent with the
Resolution directors fiduciary duties;

'Standard Life Shareholder Circular' the circular to be dispatched to Standard
Life Shareholders outlining the Acquisition and containing the notice convening
the Standard Life Extraordinary General Meeting;

'Standard Life Shareholders' means the holders of Standard Life Shares;

'Standard Life Shares' means ordinary shares of 10 pence each in the capital of
Standard Life;

'Standard Life Share Schemes' means Standard Life Share Plan and the Standard
Long Term Incentive Plan;

'subsidiary', 'subsidiary undertaking', 'associated undertaking' and '
undertaking' have the meanings ascribed to them under the Companies Act, other
than paragraph 20(1)(b) of Schedule 4A to that Act which shall be excluded for
this purpose;

'Swiss Re Option Agreement' means the option agreement entered into on or about
the same date as this announcement between Standard Life and Swiss Re pursuant
to which, subject to the offer becoming unconditional and exercise of options
granted under that agreement, Standard Life would sell and Swiss Re would
acquire certain assets of Resolution including Phoenix Life, Phoenix Pensions
and Phoenix & London Assurance and the entire issued and to be issued share
capital of Resolution Management Services Limited, for a fixed total purchase
price of £2.35 billion payable in cash;

'Transactions' mean the Acquisition and the Disposal;

'TUPE' means the Transfer of Undertakings (Protection of Employment) Regulations
2006 (SI 2006/246)

'UBS' means UBS Limited;

'UK Listing Authority' or 'UKLA' means the Financial Services Authority in the
UK acting in its capacity as the competent authority for the purposes of Part VI
of the Financial Services and Markets Act 2000;

'US' or 'United States' means the United States of America, its territories and
possessions, any state in the United States of America and the District of
Columbia;

'US Securities Act' means the United States Securities Act of 1933 (as amended);

'Wider Resolution Group' means Resolution and its subsidiary undertakings,
associated undertakings and other undertakings in which Resolution and/or such
undertakings (aggregating their interests) have a significant interest; and

'Wider Standard Life Group' means Standard Life and its subsidiary undertakings,
associated undertakings and other undertakings in which Standard Life and/or
such undertakings (aggregating their interests) have a significant interest.

Unless otherwise stated, all times referred to in this announcement are
references to London time.
Any reference to any provision of any legislation shall include any amendment,
modification, re-enactment or extension thereof.
                                  

                                  APPENDIX IV

   STANDARD LIFE INTERESTS IN SECURITIES OF RESOLUTION AS AT 25 OCTOBER 2007


Fund           Registered Holder            No. of    Interested Investor
                                            Shares

SLAC Main Fund Standard Life                1621409   Standard Life
                                                      policyholders
MSCI Global
Tracker        Standard Life Trust Canada      8100   Investors in the Trust

Pensions UK
Equities
Tracker        Standard Life Investment      157028   Standard Life
               Funds                                  policyholders
Standard Life
Multi Asset
Trust          Standard Life Trust            62179   Standard Life
               Managers                               policyholders
               SLTM Limited,
               1 George Street, Edinburgh,
               EH2 2LL.
Barclays
Private
Clients UK
Equity Fund    Standard Life Investments     162688   Barclays Investment
               (Corporate Funds) Limited              Services
               1 George Street                        12th Floor
               Edinburgh                              1 Churchill Place
               EH2 2LL.                               London E14 5HP

UK Equity Fund Standard Life Investments      36381   Close Investments
               (Corporate Funds) Limited              Limited
               1 George Street                        10 Exchange Square
               Edinburgh                              Primrose Street
               EH2 2LL.                               LONDON EC2A 2BY
Winterthur
Life UK Ltd    Standard Life Investments     121912   Winterthur Life
               (Corporate Funds) Limited
               1 George Street                        UK Limited
               Edinburgh                              Winterthur Way
               EH2 2LL.                               BASINGSTOKE
                                                      Hampshire RG21 6SZ
Barclays UK
Alpha          Standard Life Investments      34873   Barclays Investment
               (Corporate Funds) Limited              Services
               1 George Street                        12th Floor
               Edinburgh                              1 Churchill Place
               EH2 2LL.                               LONDON E14 5HP
Barclays UK
Equities Lux
Fund           Standard Life Investments      13813   Barclays Investment
               (Corporate Funds) Limited              Services
               1 George Street                        12th Floor
               Edinburgh                              1 Churchill Place
               EH2 2LL.                               LONDON E14 5HP
Merrill Lynch
UK Equity Core
Portfolio Fund Standard Life Investments       6959   Merrill Lynch
               (Corporate Funds) Limited
               1 George Street                        1700 Merrill Lynch Drive
               Edinburgh                              2nd Floor
               EH2 2LL.                               PENNINGTON
                                                      New Jersey 08534
Norwich UK
Equity MOM 5
Fund           Standard Life Investments      24958   Close Investments
               (Corporate Funds) Limited              Limited
               1 George Street                        10 Exchange Square
               Edinburgh                              Primrose Street
               EH2 2LL.                               LONDON EC2A 2BY
Leicestershire
Pension Fund   Standard Life Pension Funds   127524   Leicestershire County
               Limited                                Council
               Standard Life House                    Room 139, Financial
                                                      Services Resources
                                                      Department
               30 Lothian Road                        County Hall
               Edinburgh                              Glenfield
               EH1 2DH                                LEICESTER LE3 8RB

George         Standard Life Pension Funds    74310   The George Wimpey Pension
Wimpey         Limited                                Scheme
               Standard Life House                    Gate House
               30 Lothian Road                        HIGH WYCOMBE
               Edinburgh                              Buckinghamshire HP12 3NR
               EH1 2DH
Environment
Agency         Standard Life Pension Funds   167045   The Environment Agency
               Limited
               Standard Life House                    Rio House
               30 Lothian Road                        Waterside Drive Aztec
               Edinburgh                              West Almondsbury
               EH1 2DH                                BRISTOL BS32 4UD
Trustees of
the QinetiQ
Pension Scheme Standard Life Pension Funds   111233   QinetiQ Group Plc
               Limited
               Standard Life House                    Room 1013 Building A1
               30 Lothian Road                        Cody Technology Park
               Edinburgh                              Ively Road FARNBOROUGH
               EH1 2DH                                Hampshire GU14 0LX
Hogg Robinson
1987 Pension
Scheme         Standard Life Pension Funds    39785   Hogg Robinson plc
               Limited
               Standard Life House                    Global House Victoria
                                                      Street
               30 Lothian Road                        BASINGSTOKE
               Edinburgh                              Hampshire RG21 3BT
               EH1 2DH
Akzo Nobel
Pension Scheme Standard Life Pension Funds    92111   Akzo Nobel UK Limited
               Limited
               Standard Life House                    Oriel House
               30 Lothian Road                        PO Box 20980
               Edinburgh                              16 Connaught Place
               EH1 2DH                                LONDON W2 2ZB

Aggregate holding: 2,862,308, 0.4 per cent. of the issued share capital of
Resolution.






 

 

 

 





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