L&G FY 2005 Results Part 1

Legal & General Group PLC
17 March 2006

Legal & General Group Plc Results for the year ended 31 December 2005

Stock Exchange Release - Part 1
17 March 2006


Record results: Strong outlook


•    Operating profit (EEV basis) up 43% to £1,092m

•    Improved non profit new business margins

•    Operating profit (IFRS basis) up 5% to £647m

•    Investment management profits up 41%

•    17% growth in shareholder retained capital to £2,560m

•    5.2% increase in final dividend


Group Chief Executive, Tim Breedon, said:

'2005 was another record year for Legal & General - record new business and
record profits.  We outperformed the UK market in terms of new business growth
and, at the same time, we have improved margins across the board on non profit
business.

Our purpose is to secure the best returns for our customers and our
shareholders.  In 2005, many of our customers have benefited from very strong
investment returns.  Today, reflecting our strong operational performance and
positive outlook, we're also recommending a 5.2% increase in our final dividend.

Legal & General operates predominantly in the UK.  It's a large market, a
growing market and, as our results show, for us it's a good market.

Our key strength lies in the flexibility of our business model and our ability
to embrace change.  I am convinced that our business has strong foundations and
very real opportunities for growth.

But there is no room for complacency.  We will continually reappraise our
business and the markets in which we operate to maximise shareholder value.  So
what we do well, we will do ever better and, in the process, improve the
transparency of the value we create.  We have the ability to continue
outperforming the market in growth and in margin.  I am convinced that we will
do so.'



Financial highlights                                      EEV basis                   IFRS basis
                                                      2005         Change         2005         Change
Operating profit                                   £1,092m           43%          £647m           5%
Profit from continuing operations before tax       £2,051m           65%        £1,383m         104%
Life and pensions new business (PVNBP)             £7,494m           24%            N/A          N/A
Contribution from new life and pensions business     £331m           20%            N/A          N/A
Final dividend per share                             3.63p          5.2%           3.63p        5.2%
Total dividend per share                             5.28p          4.3%           5.28p        4.3%
Shareholder net worth/retained capital             £1,762m           13%         £2,560m         17%
Ordinary shareholders' equity                      £6,970m           13%         £4,257m         16%
Net asset value per share                             107p                           65p



Overview of results

In 2005, total operating profit on a European Embedded Value (EEV) basis grew by
43% to £1,092m.  Within the UK, life and pensions profit grew 69% to £801m, with
strong growth in new business volumes and increased margins in key product
areas.  The profits from our in-force business increased substantially,
reflecting our growing book of business and favourable operational experience.
The 2004 result was affected by additional reserving primarily for annuitant
longevity.

On an International Financial Reporting Standards (IFRS) basis, shareholder
retained capital grew to £2,560m, an increase of 17%.  The release of profit and
capital from non profit business exceeded the level of new business strain.  We
were able to make further reserve releases on our bulk purchase annuity book and
benefited from strong investment returns.

Operating profit from international life and pensions business on an EEV basis
was lower at £100m (2004: £113m), as improved results from Europe were more than
offset by weaker results in the USA.  Our US operation has had a difficult year
in which it experienced both increased competition for new business and levels
of mortality claims in excess of assumptions.  However, in Europe we have had a
vintage year, with excellent growth in sales and positive variances on our
in-force business.

Our investment management business delivered record new institutional business
of £17bn in 2005 and a significant increase in operating profit, rising 41% to
£103m on an IFRS basis.  The business benefited from growing scale, improved
margins, better than assumed persistency for managed pensions fund business and
an enviable cost to income ratio of 36%.

In general insurance, our scale has been reduced by the profitable sale of the
Gresham business to Barclays.  Operating profit from the continuing business was
lower at £14m (2004: £32m).  On the household account operating profit fell, due
to higher bad weather claims in the first half and increased competition in the
broker distribution channel in the second half.  We are taking steps to ensure
that the household insurance business can benefit further from our presence in
the wider mortgage related markets.

Dividend

The Board has recommended a final dividend of 3.63 pence per share, an increase
of 5.2%, bringing the total dividend for the year to 5.28 pence, an increase of
4.3%.  While each dividend decision is clearly made by the Board in the light of
prevailing market conditions, our capital and cash flow projections indicate
that the growth rate in the final dividend is sustainable.

Distribution

2005 saw Legal & General invest in the development of a fund platform which will
transform the way in which our customers can buy retail savings products. In
doing so, we are able to take full advantage of not just the IFA market, but
also our bank and building society relationships to provide fund choice to a
much wider customer base.  The introduction of our on-platform portfolio bond to
Bradford & Bingley Group customers in 2005 has been followed by the launch of
portfolio bonds to the IFA market early in 2006.  In April we will also add our
multi-manager pension product to the platform.

The breadth and flexibility of Legal & General's distribution capabilities
underpin our new business success.  Yesterday we announced another significant
new partnership, with Connells - one of the UK's largest estate agency chains.
In the IFA market we have grown from seventh largest provider less than three
years ago to the third largest today.  We also see further scope to expand our
distribution through banks and building societies.

Outlook

In 2005 we retained our leading share of the protection market.  The increase in
the level of housing transactions seen at the end of 2005 is now leading to a
recovery in protection volumes.

Pensions A-Day has been, and will remain, a significant positive influence on
volumes of pensions transfer business and on restructuring of employer-related
schemes.  The reforms have created a much simpler tax regime for those people
committed to saving for a secure future.

There was much that we could support in the recent proposals from the Pensions
Commission to encourage a higher level of saving among people on more modest
incomes.  The Government's response to the Commission is expected in a White
Paper to be issued in the Spring.

Recent retail product innovation also includes our newly launched property trust
for retail savers and we will shortly launch further products for inheritance
planning, a guaranteed equity bond and new annuity products.

The market for bulk purchase annuities is expected to grow considerably over the
next few years. Legal & General has already established a strong position in
this area, not just because of its financial strength, but because it possesses
key skills and systems in pricing, underwriting and administration.  In recent
months, there has been press comment on possible new entrants into this market.
While there is scope for substantial additional capacity in the market, the
operational and reputational barriers to entry are significant.

In overseas markets, we expect further opportunities for our European businesses
and a recovery in the level of new applications in the USA after a difficult
year in 2005.

Our investment management business has made a good start to 2006 and we will
continue to press ahead with initiatives to broaden further our product range
and the geographic spread of the business.

There is growing confidence among consumers in those areas of financial services
in which we excel.  This confidence is driven by improving equity markets and
growing levels of activity in the housing market.  The UK remains a good market
in which to operate and this is clearly demonstrated by new business trends in
the early part of 2006.


Enquiries to:

Investors:

Andrew Palmer, Group Director (Finance)                            020 7528 6286

Peter Horsman, Head of Investor Relations                          020 7528 6362

Nicola Marshall, Investor Relations Manager                        020 7528 6263

Media:

John Morgan, Media Relations Director                              020 7528 6213

Anthony Carlisle, Citigate Dewe Rogerson                            07973 611888


Notes:

•   Issued share capital at 31 December 2005 was 6,507,421,932 shares of 2.5p
    each.

•   A copy of this announcement can be found in the News and Results section of 
    our shareholder web site at http://investor.legalandgeneral.com/releases.cfm

•   A presentation to analysts and fund managers will take place at 09.30 GMT
    today at Temple Court, 11 Queen Victoria Street, London EC4N 4TP.

•   There will be a live listen only teleconference link to the presentation.
    UK investors should dial 0845 245 3471 and overseas investors should dial 
    [phone].

•   The presentation slides will be available from 09.20 GMT at 
    http://investor.legalandgeneral.com/results.cfm

•   An audio-cast of the presentation will be available later today at 
    http://investor.legalandgeneral.com/presentations.cfm


The European Union requires all listed companies to prepare their consolidated
financial statements using standards issued by the International Accounting
Standards Board with effect from 1 January 2005.  The Group's statutory results
have therefore been reported on an International Financial Reporting Standards
basis rather than the previous Modified Statutory Solvency basis and prior year
comparatives have been restated accordingly.  The Group's directors continue to
believe that the supplementary accounts prepared using European Embedded Value
principles provide the most accurate and meaningful reflection of the Group's
long term operations and their value to shareholders.

The following financial statements were approved by a sub-committee of the Board
on 16 March 2006 and constitute non statutory accounts within the meaning of
Section 240 of the Companies Act 1985.  The Group's financial statements for
2005 include the auditors' unqualified report and do not contain a statement
under either Sections 237(2) or 237(3) of the Companies Act 1985.


Financial Calendar 2006:

Ex-dividend date for 2005 final dividend                       19 April
Record date for 2005 final dividend                            21 April
First quarter new business results                             26 April
Annual General Meeting                                         18 May
Payment of 2005 final dividend                                 22 May
Interim results and second quarter new business                27 July
Ex-dividend date for interim dividend                          6 September
Record date for interim dividend                               8 September
Payment date for interim dividend                              2 October
Third quarter new business results                             18 October


A Dividend Re-investment Plan is available to shareholders.


Forward-looking statements:

This document may contain certain forward-looking statements with respect to
certain of Legal & General Group Plc's plans and its current goals and
expectations relating to future financial condition, performance and results.
By their nature forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances which are beyond Legal & General
Group's control, including, among others, UK domestic and global economic and
business conditions, market related risks such as fluctuations in interest rates
and exchange rates, the policies and actions of regulatory authorities, the
impact of competition and the policies and actions of governmental and
regulatory authorities, the timing impact and other uncertainties of future
acquisition or combinations within relevant industries.  As a result, Legal &
General Group's actual future condition, performance and results may differ
materially from the plans, goals and expectations set out in Legal & General
Group's forward-looking statements.  Legal & General Group Plc does not
undertake to update forward-looking statements contained in this document or any
other forward-looking statement it may make.


Table of contents
                                                                            Page
Business review                                                                7
New business                                                                  13
European Embedded Value
  - Consolidated income statement                                             17
  - Consolidated balance sheet                                                18
  - Profit from continuing operations after tax from covered business         19
  - Analysis of experience variances                                          20
  - Analysis of operating assumption changes                                  21
  - Variation from longer term investment return                              21
  - Time value of options and guarantees                                      21
  - Investment management income statement                                    22
  - Analysis of tax                                                           22
  - Earnings per share                                                        23
  - Embedded value reconciliation                                             24
  - Analysis of ordinary shareholders' equity                                 26
  - Sensitivities                                                             28
  - Assumptions                                                               29
International Financial Reporting Standards
  - Operating profit income statement                                         33
  - Consolidated income statement                                             34
  - Consolidated balance sheet                                                35
  - Consolidated cashflow statement                                           37
  -  Shareholder retained capital movement                                    40
  - Analysis of tax                                                           40
  - Earnings per share                                                        42
  - Analysis of gross written premiums                                        43
  - Segmental analysis                                                        44
  - Segmental analysis of ordinary shareholders' equity                       46
  - Borrowings                                                                47
  - Insurance contract liabilities                                            48
  - Investment contract liabilities                                           50
  - Non-linked asset mix and investment return                                50
  - Sensitivities                                                             51
  - Contingent liabilities                                                    51
Capital and cashflow                                                          53
Appendices                                                                    57


Business Review

Consolidated Income Statement


£m                                                               EEV                           IFRS
                                                          2005           2004            2005           2004
                                                                     Restated                       Restated
From continuing operations:
- Life and pensions                                        901            587             489            477
- Investment management                                    136            108             103             73
- General insurance                                         14             32              14             32
- Other operational income                                  41             35              41             35
Total operating profit                                   1,092            762             647            617
Variation from longer term investment return               870            414             139             48
Effect of economic assumption changes                        8             34             N/A            N/A
Shareholder retained capital movement                      N/A            N/A             516            (20)
Property income attributable to minority interests          81             32              81             32
Profit from continuing operations before tax             2,051          1,242           1,383            677
Tax                                                       (563)          (354)           (371)          (187)
Effect of UK tax changes                                  (276)             -             N/A            N/A
Profit from continuing operations after tax              1,212            888           1,012            490
Profit from discontinued operations                         13              5              13              5
Profit from ordinary activities after tax                1,225            893           1,025            495
Profit attributable to minority interests                  (81)           (32)            (81)           (32)
Profit attributable to equity holders of the company     1,144            861             944            463


Restatement of 2004 comparatives

The 2004 comparatives have been restated for the following items:

1.After the 2004 Full Year Results were restated under International Financial
Reporting Standards, the interpretation of provisions within IAS 32, 'Financial
Instruments: Disclosure and Presentation', has required the £400m 5.875% undated
subordinated notes to be classified as equity, rather than as a liability.  The
change in classification has resulted in an increase in reported profit after
tax for 2004 of £12m, due to the corresponding reclassification of interest
payments as distributions and an increase in total equity of £398m.

2.The adjustment of £49m to transfer Gresham discontinued expenses from other
expenses to acquisition costs.

3.The Netherlands operating profit is affected by various mismatches between
asset and liability valuations.  An adjustment to partially smooth the
investment return fluctuations has been made to the Netherlands operating
profit.  This reduces the 2004 operating profit by £11m and increases the
variation from longer term investment return by the same amount.

4.The results of Retail investments and Institutional fund management have been
combined to create a new segment called Investment management.  The Retail
investments operating profit of £4m in 2004 has been reclassified from Other
operational income and included in Investment management.

5.There has been no impact on the financial statements of the Group's early
adoption of the amendment to IAS 39 on the use of the fair value option.


Life and pensions - EEV basis


£m                                                      UK                 International                  Total
                                                   2005        2004         2005         2004        2005        2004
Present value of new business premiums            6,621       5,255          873          802       7,494       6,057
Margin on new business                             4.6%        4.6%         2.9%         4.4%        4.4%        4.6%
Contribution from new business                      306         241           25           35         331         276
(after cost of capital)
Contribution from in-force business
- Expected return                                   294         273           62           49         356         322
- Experience variances                               89          46            0           17          89          63
- Operating assumption changes                      (14)       (221)          (5)           1         (19)       (220)
Development costs                                   (20)          -            -            -         (20)          -
Contribution from shareholder net worth             146         135           18           11         164         146
Operating profit                                    801         474          100          113         901         587

UK life and pensions

The strength and flexibility of our business model has enabled us to grow both
new business volumes and market share.  The 26% growth in the present value of
new business premiums was matched by a 27% growth in new business contribution
to £306m.  In each product area of non profit business, margins increased.
However, reflecting the changed sales mix, the margin on UK new business
(expressed as the contribution from new business divided by the present value of
new business premiums) was unchanged at 4.6%.  The return on capital from new
non profit business was 19% gross and 15% net of the cost of solvency capital
(2004: 17% and 14% respectively).

The increase in the expected contribution from in-force business and the
contribution from shareholder net worth reflect the unwinding at a slightly
lower opening discount rate (7.5% against 7.7%) on higher opening values.

There was a net positive impact from experience variances and operating
assumption changes.  The experience variance benefited from positive persistency
experience in protection business, which was partly offset by negative
experience on mortgage endowments and with-profits bonds.  There was a positive
experience variance from mortality and morbidity and a small negative variance
on expenses.  Experience variances also continued to benefit from further
releases of margins for prudence arising from improved data management in the
transfer of deferred annuity liabilities.  Further analysis is provided in notes
3.4 and 3.5 in the EEV section of these results.

In 2004, operating assumption changes included the impact of adopting revised
annuitant mortality assumptions.  For 2005, operating assumption changes include
the impact of strengthening the provision for mortgage endowment mis-selling and
planned expenditure on pensions simplification.  In 2005, there was no net
impact from mortality.

The development costs for 2005 primarily relate to the development of the
Cofunds platform.

International life and pensions

Operating profit from international life and pensions business was lower at
£100m (2004: £113m) as improved results from Europe were more than offset by
weaker results in the USA.

In the Netherlands operating profit was significantly higher at £43m (2004:
£30m) and in France profits trebled to reach £33m.  The combined contribution
from new business grew by more than a third, driven largely by improved margins
and increased volumes in France.  Positive experience variances and assumptions
changes reflected improvements in our modeling capability in the Netherlands and
a reduction in required capital in France.

In the USA, the level of claims exceeded the assumed level in the first three
quarters of the year and future mortality assumptions have been adjusted
accordingly.  The contribution from new business for 2005 reflected
significantly lower volumes.  It has also been calculated assuming no external
financing for Triple X reserves on 2005 new business.  A securitisation
transaction to finance such reserves on 2003 and 2004 new business was
implemented successfully in the final quarter of 2004.  We anticipate that
further financing will be arranged in 2006.

Life and pensions - IFRS basis


£m                                                         2005             2004
UK operating profit:
With-profits business                                        66               67
Distribution from non profit business                       312              287
Subordinated debt interest                                   37               37
                                                            415              391
USA                                                          52               58
Netherlands                                                  18               28
France                                                        4                0
Operating profit                                            489              477

UK life and pensions

Strong returns on the assets backing with-profits liabilities enabled
policyholders' bonus rates to be either maintained or increased in 2005.
Although bonus rates generally improved, there was a marginally lower profit
contribution from with-profits business.  Against this backdrop of strong
investment markets, the Group has now decided to follow the general practice of
time-barring future complaints from mortgage endowment customers.

The increased distribution in respect of non profit business has been calculated
by reference to the formula agreed with our regulators and is limited to a
smoothed investment return of 7% on the embedded value of the shareholder
retained capital (SRC) and sub-fund and 5% of the embedded value of non profit
business.  That transfer is augmented by the interest in respect of the
intra-group subordinated debt capital attributed to the SRC amounting to £37m.
The external servicing cost of the related debt has been reflected in interest
expense reported within other operational income.  Overall, the UK life and
pensions operating profit before tax grew 6% to £415m (2004: £391m).

International life and pensions

The operating profit from our international life and pensions businesses was
£74m (2004: £86m).  The reduced profit from the USA reflects both adverse
mortality experience and the adverse impact of lower sales on costs.  The
contribution from the Netherlands reduced as, under IFRS, all assets but not all
liabilities are valued at fair value.  As a result of this, further volatility
in results can be expected.  In France, we benefited from improved margins on a
higher level of sales.

Investment management - IFRS basis


£m                                                         2005             2004
Institutional new business                               17,134           15,547
Profits:                                                                Restated
Managed pension funds                                        74               51
Ventures                                                      4                4
Property                                                      4                3
Retail investments                                            7                4
Other external income                                         5                3
Other operational income                                      9                8
Operating profit                                            103               73
Cost/income ratio                                           36%              41%



The profit from our investment management business grew by 41% benefiting from
further market growth, strong net inflows and increasing economies of scale.
The operating profit of £103m includes £7m for retail investments (2004: £4m)
previously reported within other operational income.

In a record year for new business, more than half of new funds have come from
existing clients.  We continue to expand our product range and the geographic
spread of our business.  The second half of 2005 saw the launch of both pooled
and segregated liability driven investment products.  Our strengths in defined
contribution pension business were recognised at the 2005 Professional Pensions
Awards where we won the DC Pension Provider of the Year award.  Continued focus
has led to a further improvement in the cost to income ratio.

Funds under management by Legal & General Investment Management grew to £204bn
(31 December 2004: £162bn) of which £145bn was managed for external clients.
The further broadening of our services and our core competencies in index
tracking and active bond management have ensured that we have retained our
position as the leading manager of UK pension fund assets.

These comments have focussed on the IFRS results since, increasingly, analysts
are valuing this business on the basis of IFRS earnings.  As in previous
periods, our supplementary reporting also includes details of the results on an
EEV basis which can be found in notes 3.2 and 3.8 of the EEV section of these
results.  These results reflect growth in new business volumes and improved
margins on that business, the further growth in assets under management, better
than assumed persistency and increased operational efficiency.

General insurance - IFRS basis

                           2005                               2004
£m               Operating      Underwriting         Operating      Underwriting
                    profit            result            profit            result
Household                7                (6)               22                10
Other                    7                 1                10                 5
Operating profit        14                (5)               32                15


Gross written premiums from continuing operations grew by 3% to £334m as
improved volumes in household and healthcare business lines were partly offset
by lower motor volumes.

The operating profit from continuing operations was significantly lower.  This
primarily reflected a reduced operating profit from the household account
arising from higher bad weather claims in the first half and increased
competition in the broker distribution channel in the second half of 2005.
Elsewhere, improved results from accident, sickness and unemployment business
were offset by increased motor losses and a smaller release of reserves from the
mortgage indemnity book.  The combined operating ratio was 101% (2004: 94%).

The previously announced sale of our 90% stake in Gresham Insurance Company Ltd
to Barclays Bank PLC gave rise to a profit from discontinued operations of £13m
after tax.

Other operational income - IFRS basis


                                                         2005              2004
£m                                                                     Restated
Shareholders' other income:
Investment return on shareholders' equity                 127               109
Interest expense                                          (75)              (57)
                                                           52                52
Other operations                                           (5)               (4)
Unallocated corporate and development expenses             (6)              (13)
                                                           41                35



Other operational income comprises the longer term investment return arising
from investments held outside the UK long term fund, interest expense, the
results of the Group's other operations and unallocated corporate expenses.
Improved investment returns were offset by higher interest expense arising from
increased levels of debt.  The increase in the contribution to £41m reflects a
lower level of unallocated corporate and development expenses.

Profit attributable to equity holders


£m                                                                       EEV                            IFRS
                                                                  2005            2004           2005            2004
                                                                              Restated                       Restated
Operating profit                                                 1,092             762            647             617
Variation from longer term investment return                       870             414            139              48
Effect of economic assumption changes                                8              34            N/A             N/A
Shareholder retained capital movement                              N/A             N/A            516             (20)
Property income attributable to minority interests                  81              32             81              32
Profit from continuing operations                                2,051           1,242          1,383             677
Tax                                                               (563)           (354)          (371)           (187)
Effect of UK tax changes                                          (276)              -            N/A             N/A
Profit from continuing operations after tax                      1,212             888          1,012             490
Profit from discontinued operations                                 13               5             13               5
Profit on ordinary activities after tax                          1,225             893          1,025             495
Profit attributable to minority interests                          (81)            (32)           (81)            (32)
Profit attributable to equity holders of the company             1,144             861            944             463



EEV basis

The Group's operating profit before tax grew by 43% to a record £1,092m.  The
profit from continuing operations before tax, which includes the effect of
variances in investment return from the longer term return assumed at the end of
2004, benefited from strong investment markets and rose by 65% to £2,051m.  The
investment return on the equity and property portfolio of the UK long term fund
was 15.8% above the assumption for the period (2004: 6.8% above assumption).

IFRS basis

In aggregate, shareholder retained capital (SRC) increased by £516m pre-tax
(2004: a reduction of £20m).  This reflected the impact of improved investment
returns and the significant increase in the net capital released from the
growing book of non profit business, offset partly by the increased transfer to
shareholders from non profit business.  On a net of tax basis, the new business
strain on higher volumes of non profit business of £466m was more than offset by
the expected release of capital of £499m from the existing book of business and
other reserve adjustments.  Further analysis is provided in note 5.3 in the
Capital and Cashflow section of these results.

Tax

The EEV result includes a one-off reduction of £276m in the embedded value of
the UK long term fund.  This is presented as a charge from the effect of UK tax
changes.  The Finance (No 2) Act 2005 included provisions which increase the tax
payable by the non profit part of the fund from 2005 onwards.

Capital and financing

Legal & General remains one of the strongest companies in its sector.  Our
capital position underpins our ability to continue to grow new business volumes
profitably.

The Group is required to measure and monitor its capital resources on a
regulatory as well as an IFRS basis and to comply with the minimum capital
requirements of regulators in each territory in which it operates.  In general,
the regulators require more prudent assumptions than IFRS.  Legal & General's
total capital resources are substantially in excess of both total regulatory
capital and the minimum regulatory capital it is required to hold.

At Group level, the Insurance Groups Directive capital surplus was £2.4bn in
excess of the required capital of £4.4bn.

The total capital resources available to Legal & General Assurance Society
Limited, the Group's main UK operating subsidiary, amounted to £8.5bn at 31
December 2005 (£7.0bn at 31 December 2004), which included an implicit item of
£540m (2004: £755m) in respect of non profit business, and exceeded the total
capital requirement by £4.4bn (£4.0bn at 31 December 2004).

As at 31 December 2005, the value of the assets supporting the UK with-profits
business was estimated to have exceeded realistic liabilities by £842m (31
December 2004: £864m).  The required Risk Capital Margin (RCM) for the
with-profits part of the fund, calculated by reassessing realistic assets and
liabilities in financially stressed conditions, was £327m at 31 December 2005
(31 December 2004: £643m).  The RCM has fallen significantly as a result of
management actions taken during 2005 to reduce the with-profits part of the
fund's exposure to financial risks.  These actions include establishing a
facility to make a charge for guarantees and undertaking improved asset matching
by product and duration.

In June 2005 we issued €600m of 4% dated subordinated notes qualifying as lower
tier 2 capital for regulatory purposes.  The proceeds were swapped into sterling
and will be used to repay part of our senior convertible bond which matures at
the end of 2006, if not converted before then.  In addition, in December 2005,
we put in place a £1bn 5 year syndicated revolving credit facility.  During
2005, the IFRS classification of the £400m undated subordinated notes (upper
tier 2 regulatory capital), which we raised in March 2004, was changed from debt
to equity. We have amended the terms of the notes since the year end so that
they will revert to debt classification in the 2006 results.

The Group has also reviewed the arrangements for financing the capital required
to write new individual protection business in the UK.  Previously, much of this
capital requirement had been financed through quota share reinsurance treaties
under which a high proportion of the premium was paid to the reinsurer which
also paid the same proportion of the claim.  In return the reinsurer met a large
part of the initial capital requirement.  Following its review of these
arrangements, the Group has put in place revised reinsurance treaties which
separate mortality risk from financing.  The revised arrangements have no impact
on the IFRS results and, in 2005, have a marginally positive impact on the EEV
results.  In 2006, we expect to benefit from greater flexibility in our
reinsurance programmes.


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