Director Shareholding

Legal & General Group PLC
8 May 2002


Legal & General Performance Share Plan ('PSP')

The executive directors of Legal & General Group Plc ('Group') participate in
the PSP, a long-term incentive arrangement for executive directors and senior
managers. The PSP is described in detail in the 2001 Report and Accounts.

Over the period from 28 April 1999 to 27 April 2002, the Total Shareholder
Return of the Group was the 47th best in the FTSE 100. Under the terms of the
Plan, a multiple of 1.3 was applied to the performance shares awarded in 1999,
which matured on 28 April 2002. The benefit of these performance shares
generates an immediate tax charge for the individual.

Following the above transaction and the satisfaction of the related tax charges,
the executive directors' resultant change in beneficial holdings of shares at 8
May 2002 are:

                           Contingent Interest in Plan Shares            Shares acquired
                                                  at 156.875p       
                                                                                in Group

C R R Avery                                            14,040                     14,040

G J Hoskin                                             14,040                      8,424

A W Palmer                                             52,000                     52,000

R A Phipps                                             52,000                     31,200

D J Prosser                                           114,400                     68,640


Following this release, the executive directors have beneficial interests in the
shares of Group (comprising shares, shares held by trustees within share schemes
or plans and share options) at 8 May 2002 as set out below:-

                                   Shares    Shares in schemes or           Options  Total beneficial interests
                                                            plans

Name

C R R Avery                        51,430                 119,944           265,177                     436,551

T J Breedon                       370,189                 132,414            79,850                     582,453

G J Hoskin                         25,371                  78,131           227,930                     331,432

A W Palmer                        122,732                 180,091           707,633                   1,010,456

R A Phipps                        385,158                 247,752           358,176                     991,086

D J Prosser                     1,101,112                 575,112         1,438,703                   3,115,165


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