Director Shareholding

Legal & General Group PLC
12 April 2002


Legal & General Group Restricted Share Plan

The table below details shares which were allocated on 10 April 2002 to
executive directors of the Group under the Restricted Share Plan. Under this
Plan, senior managers were invited to use their cash bonus for 2002 to buy
shares at a price of 164.675p which are then matched by the company on a two for
one basis. These matched shares will be held in trust for three years before
vesting.

Name                      No of matched shares

C R R Avery                               36,434

T J Breedon                                4,372

G J Hoskin                                14,574

A W Palmer                                43,722

R A Phipps                                58,296

D J Prosser                              182,176



Legal & General Group Performance Share Plan / Legal & General 1999 Executive
Share Option Scheme

The following executive directors of the Group have been offered a choice of
either receiving a conditional award of shares under the Legal & General Group
Performance Share Plan (PSP) or options over shares under the Legal & General
Group Executive Share Option Scheme (ESOS). Both schemes are described in more
detail in the Group's 2001 Report & Accounts.

The following directors allocated a conditional award of shares under the PSP on
10 April 2002. The PSP grants conditional shares to a selected number of senior
managers, based upon performance, and is described in the 2001 Report and
Accounts. The number of performance shares transferred to the individual is
dependent upon the Legal & General total shareholder return compared with the
FTSE 100, measured over a three year period.

Mr A W Palmer, an executive director, chose to be granted 400,000 ESOS options
over ordinary shares of 2.5p each in Group ('shares') on 10 April 2002 under the
ESOS at a price of 161p per share.

Under normal circumstances, subject to a performance target being met, these
options will be exercisable from 10 April 2005 to 9 April 2012.

The directors were awarded the following number of PSP shares or ESOS options:-

Name                  No. of conditional shares    No. of options under ESOS
                              under PSP

C R R Avery                      75,000                          -

T J Breedon                      87,500                          -

G J Hoskin                       62,500                          -

A W Palmer                            -                    400,000
                         
R A Phipps                      100,000                          -



Legal & General Group Employee Share Plan

In common with all eligible employees, on 10 April 2002 each of the executive
directors of the Group have been awarded 250 shares under the Legal & General
Group Employee Share Plan at a price of 166.1507p per share.



Following these awards, the executive directors have beneficial interests in the
shares of Legal & General Group Plc (comprising shares, shares held by trustees
within share schemes or plans and share options), as set out below:-


         Name                   Shares           Shares in Schemes or           Options            Total Beneficial
                                                         Plans                                         Interests

C R R Avery                              34,481                 248,060                 358,176                 419,910

T J Breedon                             369,789                 120,252                 265,177                 582,361

G J Hoskin                               16,547                 132,722                  79,850                 322,916

A W Palmer                               70,332                  78,439                 227,930                 958,364

R A Phipps                              353,558                 180,399                 707,633                 959,794

D J Prosser                           1,032,310                 575,420               1,438,703               3,046,433



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