Rec.Offer by Nat.West - Pt.2

LEGAL & GENERAL GROUP PLC
6 September 1999

PART 2

12.    Mix and Match Election

Legal & General Shareholders who validly accept the Offer
may elect, subject to availability, to vary the
proportions in which they receive New NatWest Shares and
cash in respect of their holdings of Legal & General
Shares.  However, the total number of New NatWest Shares
to be issued under the Offer and the total amount of cash
consideration under the Offer will not be varied as a
result of the Mix and Match Election.  Accordingly,
NatWest's ability to satisfy Mix and Match Elections will
be dependent upon the extent to which other Legal &
General Shareholders make offsetting elections.  To the
extent that the elections cannot be satisfied in full,
they will be scaled down on a pro rata basis.  To the
extent that elections can be satisfied, Legal & General
Shareholders will receive New NatWest Shares instead of
cash and vice versa.

As a result, Legal & General Shareholders who make Mix
and Match Elections will not necessarily know the exact
number of New NatWest Shares or the amount of cash they
will receive until settlement of the consideration under
the Offer, although an announcement will be made, when
the Offer becomes or is declared wholly unconditional, of
the approximate extent to which Mix and Match Elections
will be satisfied.

The Mix and Match Election will remain open until 3.00
p.m. on the first closing date of the Offer.  If the
Offer is not then unconditional as to acceptances NatWest
may extend the Mix and Match Election to a later date.
If the Mix and Match Election has been closed, NatWest
reserves the right to reintroduce a mix and match
facility, subject to the rules of the Code.



13.    The Loan Note Alternative

Legal & General Shareholders (other than certain overseas
shareholders) who validly accept the Offer may elect to
receive Loan Notes instead of all or part of the cash
consideration to which they would otherwise be entitled
(including under the Mix and Match Election), on the
following basis:

     for every £1 of cash, £1 nominal of Loan Notes.

The Loan Notes will be issued, credited as fully paid, in
amounts and integral multiples of £1 nominal and any
fractional entitlements will be disregarded.  The Loan
Notes will be unsecured and will bear interest, payable
in arrears up to but excluding the date of payment (less
any applicable tax) in half-yearly installments, at a
rate of 1% below six month LIBOR.  No application will be
made for the Loan Notes to be listed on any stock
exchange.

The holders of the Loan Notes will have the option to
redeem all or any part (being £100 nominal value or any
integral multiple thereof) of their Loan Notes at half-
yearly intervals, commencing on 31 December 2000.  On 31
December 2005 all outstanding Loan Notes will be
redeemed.

Cazenove & Co., as broker to NatWest, has advised that,
based on market conditions on 3 September 1999 (the last
practicable date prior to this announcement), in its
opinion, if the Loan Notes had been in issue on that the
date, the value of each £1 nominal would have been
approximately 99p.

If valid elections for the Loan Note Alternative received
by the date on which the Offer becomes wholly
unconditional do not require the issue of at least £5
million nominal of Loan Notes, no Loan Notes will be
issued unless NatWest otherwise determines.  Legal &
General Shareholders who have elected for the Loan Note
Alternative will then receive the cash and New NatWest
Shares to which they would otherwise be entitled.

Particulars of the Loan Note Alternative are set out in
Appendix II.

14.    Actions and timetable

The formal Offer document, setting out details of the
Offer, listing particulars relating to the New NatWest
Shares to be issued pursuant to the Offer and a form of
acceptance will be despatched to Legal & General
Shareholders as soon as practicable.

In view of its size, the Offer is conditional, inter
alia, upon the approval of NatWest Shareholders.  A
circular to NatWest Shareholders convening an
extraordinary general meeting to consider, inter alia,
resolutions to approve the transaction and take other
steps necessary to implement the Offer will also be
despatched as soon as practicable.

Subject to satisfaction (or waiver) of the necessary
conditions, the boards of NatWest and Legal & General
expect the Offer to become wholly unconditional by the
end of 1999.

15.    Other terms of the Offer

The Offer will extend to any Legal & General Shares which
are allotted or issued while the Offer remains open for
acceptance (or until such earlier date as NatWest and
Legal & General may, subject to the Code, determine)
including any Legal & General Shares unconditionally
allotted or issued pursuant to the exercise of options
under the Legal & General Share Schemes or pursuant to
the conversion of the Legal & General Euroconvertible
Subordinated Bonds.  Appropriate proposals will be made
in due course to participants in the Legal & General
Share Schemes.  A letter will be sent in due course to
the holders of the Legal & General Euroconvertible
Subordinated Bonds reminding them of their ability to
convert those bonds and then accept the Offer.

The Legal & General Shares will be acquired by NatWest
fully paid and free from all liens, equities, charges,
encumbrances and other interests and together with all
rights now or hereafter attaching thereto, including the
right to receive and retain all dividends and other
distributions declared, made or paid hereafter, except
that Legal & General Shareholders will retain the right
to the 1999 interim dividend of 1.30 pence (net) per
Legal & General Share.  This will be paid on 1 October
1999 to Legal & General Shareholders on the register at
the close of business on 10 September 1999.

Fractions of New NatWest Shares will not be issued to
accepting Legal & General Shareholders.  Fractional
entitlements to New NatWest Shares will be aggregated and
sold in the market with the proceeds distributed pro rata
to the Legal & General Shareholders entitled to them.
However, individual entitlements of less than £3 will not
be paid to Legal & General Shareholders but will be
retained for the benefit of the Enlarged NatWest Group.

Application will be made for the New NatWest Shares to be
admitted to the Official List of the London Stock
Exchange.

16.    Disclosure of interests in Legal & General

Discretionary fund management interests of the NatWest
Group hold approximately 2.15% of Legal & General's share
capital.  Except as aforesaid, neither NatWest nor any of
the Directors of NatWest nor, so far as NatWest is aware,
any party acting in concert with NatWest, owns or
controls any Legal & General Shares or holds any options
to purchase Legal & General Shares or any derivative
instrument referenced to securities of Legal & General.
In view of the requirement for confidentiality, NatWest
has not made enquiries in this respect of certain parties
who may be deemed by the Panel to be acting in concert
with it for the purposes of the Offer.

17.  Recommendations

The Directors of NatWest, who have been advised by J.P.
Morgan, their financial adviser, consider the Offer to be
in the best interests of NatWest's shareholders as a
whole.  In providing advice to the NatWest Directors,
J.P. Morgan has relied upon the NatWest Directors'
commercial assessments.

The Directors of Legal & General, who have been so
advised by Schroders, their financial adviser, consider
the terms of the Offer to be fair and reasonable.  In
providing advice to the Legal & General Directors,
Schroders has taken into account the Legal & General
Directors' commercial assessments.  The Legal & General
Directors unanimously recommend Legal & General
Shareholders to accept the Offer.

There will be a presentation to analysts at 9.30 a.m.
today at the Gibson Hall, 13 Bishopsgate, London, EC2.
There will be a press conference at the same venue at
11.30 a.m. today.


Enquiries:

NatWest                                          
NatWest:       Media             Terrence        0171 726 1077
                                 Collis           
               Investor          Geoffrey        0171 726 1103
               relations         Pelham-Lane     
J.P. Morgan    Financial adviser Terry Eccles    0171 325 4169
               to NatWest                        
Cazenove &     Broker to NatWest David Mayhew    0171 588 2828
Co.                                                   
                                                 
Legal &                                          
General
Legal &        Media             Graham Rimmer   0171 528 6252
General                                              
               Investor          Peter Horsman   0171 528 6362
               relations                              
Schroders      Financial adviser Will Samuel     0171 658 6000
               to Legal &                             
               General
Citigate,      Communications    Anthony         0171 638 9571
Dewe Rogerson  adviser to Legal  Carlisle            
               & General
Dresdner       Broker to Legal & Mark Smith      0171 623 8000
Kleinwort      General                                 
Benson
Warburg        Broker to Legal & Hew Glyn        0171 567 8000
Dillon Read    General           Davies               

J.P. Morgan, which is regulated by The Securities and
Futures Authority Limited, is acting for NatWest in
connection with the Offer and will not be responsible to
anyone other than NatWest for providing the protections
afforded to customers of J.P. Morgan nor for providing
advice in relation to the transaction.

Schroders, which is regulated by The Securities and
Futures Authority Limited, is acting for Legal & General
in connection with the Offer and will not be responsible
to anyone other than Legal & General for providing the
protections afforded to customers of Schroders nor for
providing advice in relation to the transaction.

The contents of this announcement have been approved by
J.P. Morgan for the purposes of section 57 of the
Financial Services Act 1986.

The  foregoing does not constitute an offer to sell or  a
solicitation of an offer to buy any securities,  pursuant
to  the  Offer or otherwise.  The New NatWest Shares  and
the Loan Notes have not been, and will not be, registered
under  the  U.S. Securities Act of 1933, as amended  (the
'Securities   Act'),  or  under  any  of   the   relevant
securities  laws  of  any state  of  the  United  States.
Accordingly,  other  than as specifically  provided,  the
Offer is not being made directly or indirectly in or into
the  United  States (within the meaning of  Regulation  5
under  the Securities Act) or by use of the United States
mails  or  by  any  means or instrumentality  (including,
without  limitation,  the  post, facsimile  transmission,
telex and telephone) of United States interstate commerce
or of any facility of a United States national securities
exchange,  and cannot be accepted in or from  the  United
States or by any such use, means or instrumentality.  The
New NatWest Shares and the Loan Notes may not be offered,
sold or delivered, directly or indirectly, in or into the
United  States, except pursuant to an exemption from  the
applicable requirements of the Securities Act.

Copies of the formal Offer documents will not be mailed
or otherwise distributed or sent in or into the United
States, and persons receiving copies of the formal Offer
documents (including custodians, nominees and trustees)
must not distribute or send them or any related documents
in, into or from the United States.  Doing so will render
invalid any purported acceptance of the Offer.

The  Offer is not being made, directly or indirectly,  in
or into Canada, Australia or Japan and cannot be accepted
in  or  from  Canada,  Australia or Japan.   Accordingly,
copies  of  this  announcement  and  any  other  document
relating  to  the Offer are not being, and must  not  be,
mailed or otherwise distributed or sent in, into or  from
Canada, Australia or Japan.

The   availability  of  the  Offer  to  Legal  &  General
Shareholders  who  are not resident  in  the  UK  may  be
affected  by  the  laws  of  the  relevant  jurisdiction.
Legal & General Shareholders who are not resident in  the
UK   may   be  affected  by  the  laws  of  the  relevant
jurisdiction. Legal & General Shareholders  who  are  not
resident  in  the UK should inform themselves  about  and
observe any applicable requirements.
                            
                       DEFINITIONS
                            
    The   following  definitions  apply  throughout  this
    document, unless the context otherwise requires:
    
     'NatWest            the board of directors of NatWest
     Directors' or       
     'Directors of
     NatWest'
     'Legal &            the  board  of  directors  of  Legal  &
     General             General
     Directors'          
     'Act'               the Companies Act 1985, as amended
                         
     'Code'              the City Code on Takeovers and Mergers
                         
     'Enlarged           the    NatWest   Group   as    enlarged
     Group'              following  the acquisition of  Legal  &
                         General pursuant to the Offer
                         
     'Group'             the  NatWest  Group  or  the  Legal   &
                         General Group, as the context requires
                         
     'Legal &            Legal  &  General  and  its  subsidiary
     General Group'      undertakings  and,  where  the  context
                         permits, each of them
                         
     'Legal &            fully  paid  ordinary  shares  of  2.5p
     General             each  in the capital of Legal & General
     Shares'             to which the Offer relates
                         
     'Legal &            holders of Legal & General Shares
     General             
     Shareholders'
     'J.P. Morgan'       J.P. Morgan Securities Limited
     'LIBOR'             
                         London Inter-Bank Offered Rate
                         
     'Loan Note          the  right of eligible Legal &  General
     Alternative'        Shareholders  who  validly  accept  the
                         Offer  to  elect to receive Loan  Notes
                         in  lieu  of  the cash  to  which  they
                         would  be  entitled  pursuant  to   the
                         Offer  (including  under  the  Mix  and
                         Match Election)
                         
     'Loan Notes'        loan  notes redeemable before or on  31
                         December  2005 to be issued by  NatWest
                         pursuant to the Loan Note Alternative
                         
     'NatWest            NatWest      and     its     subsidiary
     Group'              undertakings  and,  where  the  context
                         permits, each of them
                         
     'NatWest            ordinary  shares  of  £1  each  in  the
     Shares'             capital of NatWest
                         
                         
     'NatWest            
     Shareholders'       holders of NatWest Shares
                         
     'Mix and Match      an  election to vary the proportions of
     Election'           New  NatWest Shares and cash receivable
                         under the Offer
                         
     'New NatWest        new  ordinary shares of £1 each in  the
     Shares'             capital   of  NatWest  to  be   issued,
                         credited  as  fully paid,  pursuant  to
                         the Offer
                         
     'Offer'             the  recommended cash and  share  offer
                         to  be made by J.P. Morgan on behalf of
                         NatWest  to acquire the Legal & General
                         Shares  to  which the Offer relates  on
                         the    terms   and   subject   to   the
                         conditions to be set out in  the  Offer
                         document  and in the form of acceptance
                         including, where the context  requires,
                         any   subsequent  revision,  variation,
                         extension or renewal of such offer.
                         
     'Proposed           the  Legal & General Directors who  are
     Directors'          to  become  NatWest  Directors  on  the
                         Offer   becoming   or  being   declared
                         wholly unconditional
                         
     'Panel'             the Panel on Takeovers and Mergers
                         
     'Schroders'         J. Henry Schroder & Co. Limited
                         
     'UK' or             the  United  Kingdom of  Great  Britain
     'United             and Northern Ireland
     Kingdom'            
     'USA' or            the   United  States  of  America,  its
     'United             territories and possessions, any  State
     States'             of  the  United States of  America  and
                         the  District of Columbia and all other
                         areas  subject  to the jurisdiction  of
                         the United States
                         
                       APPENDIX I
                 Conditions of the Offer

The  Offer (including the Mix and Match Election and  the
Loan  Note Alternative), which will comply with the  Code
and  the  Listing Rules and will be governed  by  English
law, will be subject to the following conditions:
(a)   valid  acceptances being received (and  not,  where
    permitted, withdrawn) by not later than 3.00 p.m. on the
    first closing date of the Offer (or such later time(s)
    and/or date(s) as NatWest may, subject to the rules of
    the Code, decide) in respect of not less than 90 per cent
    (or  such lower percentage as NatWest may decide)  in
    nominal value of the Legal & General Shares to which the
    Offer relates, provided that this condition shall not be
    satisfied unless NatWest and its subsidiaries shall have
    acquired or agreed to acquire (whether pursuant to the
    Offer or otherwise) shares in Legal & General carrying
    more than 50 per cent of the voting rights exercisable at
    a general meeting of Legal & General.
    For the purposes of this condition:
    (i)  shares  which have been unconditionally allotted
         shall be deemed to carry the voting rights they will
         carry upon their being entered in the register of members
         of Legal & General;
    (ii) the expression 'Legal & General Shares to which the
         Offer relates' shall mean (i) Legal & General Shares
         issued or allotted on or before the date the Offer is
         made and (ii) Legal & General Shares issued or allotted
         after that date but before the time at which the Offer
         closes, or such earlier date as NatWest and Legal &
         General may decide (not being earlier than the date on
         which the Offer becomes unconditional as to acceptances
         or, if later, the first closing date of the Offer) but
         excluding any Legal & General Shares which, on the date
         the Offer is made, are held or (otherwise than under such
         a contract as is described in section 428(5) of the Act)
         contracted to be acquired by NatWest and/or  its
         associates (within the meaning of section 430E of the
         Act); and
(iii)     valid acceptances shall be treated as having
been received in respect of any Legal & General Shares
which NatWest and its subsidiaries shall, pursuant to
section 429(8) of the Act, be treated as having acquired
or contracted to acquire by virtue of acceptance of the
Offer;
(b)   the London Stock Exchange agreeing to admit to  the
    Official List the New NatWest Shares and (unless or to
    the extent otherwise agreed by the Panel) such admission
    becoming effective in accordance with the Listing Rules
    or (if determined by NatWest and subject to the consent
    of the Panel) the London Stock Exchange agreeing to admit
    such shares to the Official List subject only to (i) the
    allotment of such shares and/or (ii) the Offer becoming
    or being declared unconditional in all respects;
(c)   the passing at the Extraordinary General Meeting of
    NatWest  (or  at  any adjournment  thereof)  of  such
    resolution or resolutions as is/are necessary to approve,
    implement and effect the Offer and any acquisition of
    Legal & General Shares pursuant to the Offer;
(d)   the  Secretary  of  State for  Trade  and  Industry
    announcing, in terms satisfactory to NatWest, that it is
    not intended to refer the proposed combination of the
    NatWest Group and the Legal & General Group,  or  any
    matters arising therefrom, to the Competition Commission;
(e)   no central bank, government or governmental, quasi-
    governmental, supranational, statutory, regulatory or
    investigative body, court, trade agency, professional
    association, environmental body or any other person or
    body  whatsoever in any jurisdiction (each  a  'Third
    Party') having prior to the date when the Offer would
    otherwise become unconditional decided to take, institute
    or implement any action, proceeding, suit, investigation,
    enquiry or reference or made, proposed or enacted any
    statute,  regulation or order or having done anything
    which would or might:
    (i)  make  the  Offer or its implementation,  or  the
         acquisition or the proposed acquisition by NatWest or any
         of its subsidiary undertakings or associated undertakings
         (including any joint venture, partnership, firm or
         company in which any member of the NatWest Group is
         interested) or any company in which any such member has a
         substantial interest (the 'wider NatWest Group') of any
         shares in, or control of, Legal & General or any member
         of the wider Legal & General Group (as defined below),
         void, illegal or unenforceable, or otherwise, directly or
         indirectly, restrain, prohibit, restrict or delay the
         same or impose additional conditions or obligations with
         respect thereto, or otherwise challenge or interfere
         therewith in any such case to a material extent;
    (ii) require a divestiture by any member of the wider
         NatWest Group of a material portion of the shares in
         Legal & General;
    (iii)      (other  than in respect of the  businesses
         operated by Legal & General in the United States through
         Banner Life Insurance Company Inc. and William Penn Life
         Insurance Company of New York Inc.) require a divestiture
         by any member of the wider NatWest Group or by Legal &
         General  or  any of Legal & General's subsidiary
         undertakings or associated undertakings (including any
         joint venture, partnership, firm or company in which any
         member of the Legal & General Group is interested) or any
         company in which any such member has a substantial
         interest (the 'wider Legal & General Group') of all or
         any portion of their respective businesses, assets or
         property (which, in each case, would be material in the
         context of the wider Legal & General Group taken as a
         whole) or impose any limitation on the ability of any of
         them to conduct their respective businesses (or any of
         them) or own their respective assets or properties or any
         part thereof (which, in each case, would be material in
         the context of the wider Legal & General Group taken as a
         whole);
    (iv) impose any limitation on the ability of any member
         of the wider NatWest Group or any member of the wider
         Legal & General Group to acquire, or to hold or to
         exercise effectively, directly or indirectly, any rights
         of ownership of shares or other securities (or the
         equivalent) in, or to exercise effectively management
         rights or control over any business carried out by, Legal
         & General or any member of the wider Legal & General
         Group or any member of the wider NatWest Group (which, in
         each case, would be material in the context of the wider
         Legal & General Group taken as a whole);
    (v)  save pursuant to the Offer, or the provisions of the
         Act, require any member of the wider NatWest Group or the
         wider Legal & General Group to offer to acquire any
         shares or other securities (or the equivalent) in any
         member of the wider Legal & General Group or the wider
         NatWest Group owned by any third party, which in any such
         case would have a material effect on NatWest or Legal &
         General or any of their respective businesses;
    (vi) save  in  relation to matters discussed  between
         NatWest and Legal & General prior to the date of this
         announcement impose any limitation on the ability of any
         member of the wider NatWest Group or the wider Legal &
         General Group to co-ordinate its business, or any part of
         it, with the businesses of any other members of the wider
         Legal & General Group or wider NatWest Group in each case
         in a manner which would be material in the context of the
         Legal & General Group taken as a whole;
    (vii)      result in any member of the wider Legal  &
         General Group or the wider NatWest Group ceasing to be
         able to carry on business under any name under which it
         presently does so the consequences of which would be
         material in the context of the Legal & General Group
         taken as a whole; or
    (viii)     otherwise  adversely affect the  business,
         profits, financial or trading positions or prospects of
         any member of the wider NatWest Group or any member of
         the wider Legal & General Group to an extent which is
         material in the context of the Legal & General Group
         taken as a whole;
(f)   all necessary notifications and filings having been
    made  in  connection with the Offer and all necessary
    waiting periods (including any extensions thereof) under
    any  applicable  legislation  or  regulation  of  any
    jurisdiction  having expired, lapsed or  having  been
    terminated  (as  appropriate) and  all  statutory  or
    regulatory obligations in any jurisdiction having been
    complied  with in connection with the  Offer  or  the
    acquisition by any member of the wider NatWest Group of
    any  shares in, or control of, Legal & General or any
    member  of  the wider Legal & General Group  and  all
    authorisations, orders, recognitions, grants, consents,
    clearances, confirmations, licences, permissions  and
    approvals (including, without limitation, any required
    from the Financial Services Authority pursuant to the
    Insurance Companies Act 1982 or otherwise, or from any
    regulatory  body) deemed necessary or appropriate  by
    NatWest or any member of the wider NatWest Group for or
    in respect of the Offer or the proposed acquisition of
    any  shares in, or control of, Legal & General or any
    member of the wider Legal & General Group by any member
    of the wider NatWest Group or in relation to the affairs
    of any member of the wider Legal & General Group or the
    issue  or offering of any NatWest Shares having  been
    obtained in terms and in a form satisfactory to NatWest
    from  all  appropriate  Third Parties  and  all  such
    authorisations, orders, recognitions, grants, consents,
    clearances, confirmations, licences, permissions  and
    approvals remaining in full force and effect and there
    being no intimation of an intention to revoke, restrict
    or not to renew the same at the time at which the Offer
    becomes  otherwise  unconditional and  all  necessary
    statutory or regulatory obligations in any jurisdiction
    having been complied with;
(g)    without   prejudice   to  paragraph   (f)   above,
    appropriate consents to the Offer and the implementation
    of the proposed combination of the NatWest Group and the
    Legal  &  General Group being given by  all  relevant
    insurance commissioners and/or other relevant insurance
    regulatory authorities in (i) the United States except
    that this condition will be satisfied even if the terms
    of any such consent require the divestiture of all or
    part of the shares of Banner Life Insurance Company Inc.
    and/or William Penn Life Insurance Company of New York
    Inc., (ii) the Netherlands and (iii) France;
(h)  all applicable waiting periods and any other time
periods during which any Third Party could, in respect of
the proposed combination of the NatWest Group and the
Legal & General Group or the acquisition or proposed
acquisition of any Legal & General Shares or control of
Legal & General or any member of the wider Legal &
General Group by any member of the wider NatWest Group,
institute, implement or threaten any action, proceedings,
suit, investigation, enquiry or reference under the laws
of any jurisdiction, having expired, lapsed or been
terminated;
(i)  except as disclosed in writing to NatWest prior to
the announcement of the Offer, there being no provision
of any arrangement, agreement, licence or other
instrument to which any member of the wider Legal &
General Group is a party or by or to which any such
member or any of its respective assets is bound or
subject and which, in consequence of the proposed
combination of the NatWest Group and the Legal & General
Group or proposed acquisition by any member of the wider
NatWest Group of some or all of the share capital of
Legal & General or because of a change in the control or
management of Legal & General or any member of the wider
Legal & General Group or otherwise, could or might result
(to an extent which would have a material adverse affect
on the Legal & General Group taken as a whole) in:
    (i)  any monies borrowed by or any indebtedness (actual
         or contingent) of any member of the wider Legal & General
         Group becoming or becoming capable of being declared
         repayable immediately or prior to their or its stated
         maturity or the ability of any such member to borrow
         monies or incur any indebtedness being withdrawn or
         inhibited;
    (ii) the creation or enforcement of any mortgage, charge
         or other security interest, wherever existing or having
         arisen, over the whole or any part of the business,
         property or assets of any member of the wider Legal &
         General Group or any such mortgage, charge or other
         security interest becoming enforceable;
    (iii)     any such arrangement, agreement, licence or
         instrument or the rights, liabilities, obligations or
         interests thereunder being terminated or adversely
         modified or affected or any action being taken or any
         obligation or liability arising thereunder;
    (iv) any assets or interests of any member of the wider
         Legal & General Group 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;
    (v)  any  member  of the wider Legal & General  Group
         ceasing to be able to carry on business under any name
         under which it presently does so;
    (vi) the rights, liabilities, obligations or interests of
         any member of the wider Legal & General Group under any
         such arrangement, agreement, licence or instrument or in
         or with any person, firm or body or the business of any
         member of the wider Legal & General Group 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; or
    (vii)     the financial or trading position or prospects
         of any member of the wider Legal & General Group being
         prejudiced or adversely affected;
    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  Legal & General Group is a party or by  or  to
    which  any such member or any of its assets is bound,
    entitled  or subject, is reasonably likely to  result
    in any of the events or circumstances as are referred
    to  in  sub-paragraphs (i) to (vii) of this condition
    (i);
(j)   except  as  publicly announced by Legal  &  General
    prior to 6 September 1999 or as disclosed in writing to
    NatWest prior to the date of the announcement of  the
    Offer, no member of the Legal & General Group having,
    since 31 December 1998:
    (i)  issued or agreed to or authorised or proposed the
         issue of additional shares of any class, or securities
         convertible into, or rights, warrants or options to
         subscribe for or acquire, any such shares or convertible
         securities (save for issues to Legal & General or wholly-
         owned subsidiaries of Legal & General or upon any
         exercise of options under the Legal & General Share
         Schemes);
    (ii) recommended, declared, paid or made or proposed to
         recommend, declare, pay or make any bonus, dividend or
         other distribution other than to another member of the
         Legal & General Group;
    (iii)     made or authorised or proposed or announced its
         intention to propose any change in its loan capital;
    (iv) implemented, authorised, proposed or announced its
         intention   to  propose  any  merger,  demerger,
         reconstruction, amalgamation, scheme, commitment or
         acquisition or disposal of assets or shares in any
         undertaking;
    (v)  entered into or changed or made any offer (which
         remains open for acceptance) to enter into or change the
         terms of any contract with any director or senior
         executive of Legal & General;
    (vi) issued, authorised or proposed, or announced  an
         intention to authorise or propose the issue of any
         debentures or incurred any indebtedness or contingent
         liability which is material in the context of the Legal &
         General Group taken as a whole;
    (vii)     purchased, redeemed or repaid, or announced any
         proposal to purchase, redeem or repay, any of its own
         shares or other securities or reduced or made any other
         changes to any part of its share capital;
    (viii)    merged with any body corporate or (save in the
         ordinary course of business)acquired or disposed of,
         transferred, mortgaged or encumbered any material assets
         or  any right, title or interest in any material asset
         (including shares and trade investments);
    (ix) entered into or varied in any material respect or
         authorised, proposed or announced its intention to enter
         into or vary in any material respect any contract,
         transaction or commitment (whether in respect of capital
         expenditure or otherwise) which is of a long term,
         onerous, unusual nature or magnitude or otherwise not in
         the ordinary course of business, and which involves or
         could involve an obligation of such a nature or magnitude
         in each case which is material in the context of the
         Legal & General Group taken as a whole;
    (x)  entered into or varied in any material respect or
         authorised, proposed or announced its intention to enter
         into or vary in any material respect any contract,
         transaction, arrangement or commitment which would be
         restrictive on the business of any member of the wider
         NatWest Group or the wider Legal & General Group or which
         could be so restrictive;
    (xi) waived or compromised any claim which is material in
         the context of the wider Legal & General Group taken as a
         whole;
    (xii)     being 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 any business;
    (xiii)    taken any corporate action (except in the case
         of a dormant or non-trading subsidiary) or had any legal
         proceedings instituted or threatened against it in
         respect of its winding-up, dissolution or reorganisation
         or for the appointment of a receiver, administrator,
         administrative receiver, trustee or similar officer of
         all or any of its material assets or revenues or any
         analogous proceedings in any jurisdiction or appointed
         any analogous person in any jurisdiction;
    (xiv)     made or agreed or consented to any significant
         change to the terms of the trust deeds constituting the
         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 upon which the
         liabilities (including pensions) of such pension schemes
         are funded or made, or agreed or consented to any change
         to the trustees involving the appointment of a trust
         corporation which would be material in the context of the
         Legal & General Group taken as a whole; or
(xv) entered into an agreement or arrangement or passed
any resolution or made any proposal or announcement with
respect to, or to effect, any of the transactions,
matters or events referred to in this paragraph (j);
    
(k)    since  31  December  1998  and  save  as  publicly
    announced by Legal & General prior to 6 September 1999 or
    as disclosed in writing to NatWest prior to the date of
    announcement of the Offer:
    (i)  there having been no adverse change in the business,
         assets, financial or trading position or profits or
         prospects of Legal & General or any other member of the
         Legal & General Group which would be material to the
         Legal & General Group taken as a whole;
    (ii) no litigation, arbitration proceedings, prosecution
         or other legal proceedings to which any member of the
         wider Legal & General Group is or may become a party
         (whether as plaintiff or defendant or otherwise) and no
         investigation by any Third Party against or in respect of
         any member of the wider Legal & General Group having been
         threatened, announced or instituted or remaining
         outstanding by, against or in respect of any member of
         the wider Legal & General Group which in any such case
         might adversely affect any member of the wider Legal &
         General Group and which is or would be material to the
         Legal & General Group taken as a whole;
    (iii)     there having been no receiver, administrator,
         administrative receiver, trustee or similar officer
         appointed over any of the assets of any member of the
         wider Legal & General Group or any analogous proceedings
         or steps having taken place under the laws of any
         jurisdiction and there having been no petition presented
         for the administration of any member of the wider Legal &
         General Group or any analogous proceedings or any steps
         having  taken place under the laws of any  other
         jurisdictions (save in any case where any such petition
         or analogous proceedings or steps are frivolous); and
    (iv) no contingent or other liability having arisen or
         become apparent to NatWest which might reasonably be
         expected to adversely and materially affect the Legal &
         General Group taken as a whole; and
(l)  NatWest not having discovered:
    (i)  that the financial, business or other information
         disclosed at any time by or on behalf of any member of
         the wider Legal & General Group whether publicly, to any
         member of the wider NatWest Group or otherwise is
         misleading, contains a misrepresentation of fact or omits
         to state a fact necessary to make the information
         contained therein not misleading in any case which has
         not been subsequently corrected by such disclosure and,
         in any event, which is material in the context of the
         Combination;
    (ii) any information which materially affects (in the
         context of the Combination) the import of any information
         disclosed at any time by or on behalf of any member of
         the wider Legal & General Group; or
    (iii)     that any member of the wider Legal & General
         Group or any partnership, company or other entity in
         which any member of the wider Legal & General Group has
         an interest and which is not a subsidiary undertaking of
         Legal & General is subject to any liability, contingent
         or otherwise, which is not disclosed in the Annual Report
         and Accounts of Legal & General for the financial year
         ended 31 December 1998 or in the interim statement of
         Legal & General for the six months ended 30 June 1999 and
         which is material in the context of the wider Legal &
         General Group taken as a whole.
    
For the purposes of these conditions:

    (a)  'subsidiary undertaking', 'associated undertaking'
          and 'undertaking' have the meanings given by the Act but
          for this purpose ignoring paragraph 20(1)(b) of Schedule
          4A of the Act; and
          
    (b)  'substantial interest' means a direct or indirect
          interest in 20 per cent or more of the voting equity
          capital of an undertaking.
          
Subject   to  the  requirements  of  the  Panel,  NatWest
reserves the right to waive, in whole or in part, all  or
any  of  the above conditions apart from conditions  (a),
(b) and (c).

The  Offer  will lapse unless all of the conditions  have
been  fulfilled  or  (if capable  of  waiver)  waived  by
midnight  on whichever is the later of 21 days after  (i)
the first closing date of the Offer and (ii) the date  on
which  condition (a) is fulfilled (or such later date  as
NatWest  may  with  the  consent of  the  Panel  decide).
NatWest  shall  not be obliged to waive  (if  capable  of
waiver) or to treat as satisfied any condition until  the
latest date for the fulfilment of all conditions referred
to in the previous sentence.

Save  with the consent of the Panel, the Offer will lapse
if the proposed combination of NatWest Group and Legal  &
General  Group is referred to the Competition  Commission
before  3.00 p.m. on whichever is the later of the  first
closing date of the Offer and the date on which the Offer
is declared or becomes unconditional as to acceptances.

In  circumstances where the Offer lapses, the Offer  will
cease  to  be  capable of further acceptance and  persons
accepting the Offer and NatWest shall thereupon cease  to
be  bound by acceptances delivered on or before the  date
on which the Offer so lapses.

MORE TO FOLLOW


OFFZLGGLNVGLLMG