Convertible Bonds Due 2006

Legal & General Group PLC
06 November 2006

                           LEGAL & GENERAL GROUP  PLC



                      NOTICE CONCERNING CONVERSION RIGHTS

             £525,000,000 2.75 PER CENT. CONVERTIBLE BONDS DUE 2006



In advance of the maturity of Legal & General Group Plc's ('Group') outstanding
£525m convertible bond on the 18 December 2006 the following notice has today
been submitted to the UK Listing Authority and will shortly be available for
inspection at the UK Listing Authority's Document Viewing facility.


                    ________________________________________



                      NOTICE CONCERNING CONVERSION RIGHTS

This notice is important and requires your immediate attention.  If you are in
any doubt about the action you should take, you should immediately consult your
broker, commercial bank, custodian or other professional adviser authorised
under the Financial Services and Markets Act 2000 (if you are in the United
Kingdom) or other appropriately authorised financial adviser.

             £525,000,000 2.75 PER CENT. CONVERTIBLE BONDS DUE 2006

                              (ISIN: XS0139391873)

                                   ISSUED BY

                           LEGAL & GENERAL GROUP PLC

THIS NOTICE is addressed to the holders (the 'Bondholders') of all of the
above-mentioned bonds (the 'Bonds') issued by Legal & General Group Plc (the '
Issuer'), and is issued pursuant to the terms and conditions of the Bonds and
the trust deed constituting the Bonds dated 18 December 2001 (the 'Trust Deed').

Capitalised terms used in this notice have the same meanings ascribed thereto in
the Trust Deed, unless the context otherwise requires.

1.  Final Conversion Reminder

Bondholders are hereby reminded that the Final Maturity Date of the Bonds is 18
December 2006 and that, pursuant to Condition 6(a) (Conversion Period and
Conversion Price) of the Bonds, the Conversion Period (during which Bondholders
may exercise their Conversion Rights) will end at the close of business on 12
December 2006.  Accordingly, in order to exercise their Conversion Rights,
Bondholders must deliver a duly completed Conversion Notice via the relevant
clearing system to the Principal Paying and Conversion Agent prior to the close
of business on 12 December 2006.  A blank Conversion Notice may be obtained from
any of the Paying and Conversion Agents.

This is the last opportunity for Bondholders to exercise their Conversion
Rights.  Bondholders will no longer have the right to do so after 12 December
2006.

Bondholders not wishing to exercise their Conversion Rights need take no action
in relation to this notice.

2.  Rate of Conversion

As at the date of this notice, the Conversion Price is 184p.

3.  Fractions

Fractions of Ordinary Shares will not be issued on conversion.  However, if the
Conversion Right in respect of more than one Bond is exercised at any one time
such that Ordinary Shares to be issued on conversion are to be registered in the
same name, the number of such Ordinary Shares to be issued in respect thereof
shall be calculated on the basis of the aggregate principal amount of such Bonds
being so converted.  If a fraction of an Ordinary Share would otherwise fall to
be delivered on conversion, the Issuer shall (provided such amount is not less
than £10) make, or shall procure that there is made, a cash payment equal to
such fraction of the Current Market Price per Ordinary Share as at the relevant
Conversion Date in respect of such Bonds to the relevant Bondholder or, as the
case may be, the Trustee on or before the seventh business day in London after
such Conversion Date by a pounds sterling cheque drawn on, or by transfer to a
pounds sterling account maintained by the holder with, a bank in London in
accordance with directions given by such Bondholder in the relevant Conversion
Notice or, as the case may be, given by the Trustee.

4.  Procedure for Conversion

A Conversion Right may be exercised only in respect of the whole of the
principal amount of a Bond.

A Conversion Notice, once delivered, shall be irrevocable.  The conversion date
in respect of a Bond (the 'Conversion Date') shall be the London business day
immediately following the date of such delivery.

Bondholders choosing to exercise their Conversion Rights must pay any taxes and
capital, stamp, issue and registration duties arising on conversion (other than
any taxes or capital duties or stamp duties payable or arising on issue of any
Ordinary Shares on such conversion).  Such Bondholders must also pay all, if
any, taxes arising by reference to any disposal or deemed disposal of a Bond or
interest therein in connection with such conversion.

The Ordinary Shares will not be available for issue (i) to, or to a nominee or
agent for, Euroclear, Clearstream, Luxembourg, First Chicago Clearing Center or
any other person providing a clearance service within the meaning of Section 96
of the Finance Act 1986 of the United Kingdom or (ii) to a person, or nominee or
agent for a person, whose business is or includes issuing depositary receipts
within the meaning of Section 93 of the Finance Act 1986 of the United Kingdom,
in each case at any time prior to the 'abolition day' as defined in Section 111
(1) of the Finance Act 1990 of the United Kingdom.

Upon exercise of a Bondholder's Conversion Rights, the Ordinary Shares issued on
conversion will be issued in uncertificated form through the dematerialised
securities trading system generated by CRESTCo Limited, known as CREST, unless
the holder elects to hold the Ordinary Shares in certificated registered form
or, at the time of issue, the Ordinary Shares are not a participating security
in CREST.  Where Ordinary Shares are to be issued through CREST, they will be
delivered to the account specified by the relevant Bondholder in the relevant
Conversion Notice by not later than seven London business days following the
relevant Conversion Date.  Where Ordinary Shares are to be issued in
certificated form, a certificate in respect thereof will be dispatched by mail
free of charge (but uninsured and at the risk of the person entitled thereto) to
the relevant Bondholder or such Bondholder may direct in the relevant Conversion
Notice within 28 days following the relevant Conversion Date.

5.  Ordinary Shares issued on Conversion

Ordinary Shares issued upon conversion of the Bonds will be fully paid and
non-assessable and will in all respects rank pari passu with the Ordinary Shares
in issue on the relevant Conversion Date (except for any right excluded by
mandatory provisions of applicable law), except that the Ordinary Shares so
issued will not rank for any rights, distributions or payments, the record date
or other due date for the establishment of entitlement for which falls prior the
relevant Conversion Date.

No payment or adjustment shall be made on conversion for any interest which
otherwise would have accrued on the relevant Bonds since the last Interest
Payment Date preceding the Conversion Date relating to such Bonds.

6.  Interest

Each Bond will cease to bear interest where the Conversion Right shall have been
exercised from the Interest Payment Date immediately preceding the relevant
Conversion Date.

7.  Capital and Income Comparison

On the basis of the Conversion Price of 184p per Ordinary Share, a holder of a
principal amount of £10,000 of Bonds would, upon conversion, receive 5,434
Ordinary Shares of nominal value 2.5p each.

Date                   Price (Ordinary Shares)        Price (Convertible Bond)
3 November 2006        147.0                          100.0
2 November 2006        144.75                         100.0
1 November 2006        144.75                         100.0
31 October 2006        144.5                          100.0
30 October 2006        142.25                         99.9
27 October 2006        141.25                         100.0
26 October 2006        142.25                         100.0
25 October 2006        142.25                         99.9
24 October 2006        144                            99.9
23 October 2006        143                            99.9



8.  General

This notice is given by Legal & General Group Plc, a public company incorporated
in England and Wales (registered number 01417162), whose registered office is at
Temple Court, 11 Queen Victoria Street, London EC4N 4TP in accordance with the
terms and conditions of the Bonds and with the consent of The Law Debenture
Trust Corporation plc (as Trustee).  The purpose of this notice is solely to
remind Bondholders of their Conversion Rights and is not intended to convey in
any way a recommendation by the Issuer or the Trustee.

For further information regarding the information set out in this notice,
Bondholders should contact Citibank N.A. (as Principal Paying and Conversion
Agent) of 21st Floor, Citigroup Centre, Canada Square, Canary Wharf, London, E14
5LB or Dexia Banque Internationale a Luxembourg (as Paying and Conversion Agent)
of 69 route d'Esch, L-2953 Luxembourg.

Date 6 November 2006.






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