Transaction in Own Shares

Legal & General Group PLC
09 November 2007

This announcement is not for release, publication or distribution, directly or
indirectly, in or into the United States, Canada, Australia, Japan or any other
jurisdiction in which the same would be unlawful.



Re Share Repurchase Programme



         Legal & General Group plc ('Legal & General' or the 'Company')



As part of the £1 billion capital return programme announced on 26 July 2007,
Legal & General today announces its intention to purchase for cancellation up to
£60 million of its own shares in the form of an accelerated bookbuild tender
process (the 'Share Repurchase Programme').

Since the announcement of its capital return programme Legal & General has
purchased 157 million of its own shares in the market, representing 2.45 per
cent. of its issued share capital, for a total value of £212 million. The Share
Repurchase Programme represents an acceleration of Legal & General's programme
to purchase its own shares and demonstrates the Company's commitment to
returning capital to shareholders. Legal & General is committed to the
continuation of its programme to return capital to shareholders following the
Share Repurchase Programme.



Details of the Share Repurchase Programme and related tender process

Legal & General has appointed UBS Investment Bank to implement the Share
Repurchase Programme. UBS intends, subject to market conditions, to make market
purchases of up to £60 million of Legal & General Ordinary Shares through an
accelerated bookbuild tender process.

Eligible Shareholders should tender their Ordinary Shares to UBS at the price at
which they are willing to sell their Ordinary Shares. UBS will undertake a
bookbuilding exercise to arrive at an appropriate strike price (the 'Strike
Price'). The Strike Price shall not exceed a 1 per cent. premium to the closing
middle market price on 9 November 2007. Tenders below the Strike Price will be
filled in full. Tenders at the Strike Price will be scaled pro rata such that
the total value of the Share Repurchase Programme does not exceed £60 million.
It is expected that the book will close no later than 6.30 pm on 9 November 2007
and the Strike Price and allocation of share sales will be determined as soon as
practicable thereafter. UBS and the Company reserve the right to close the
bookbuilding process and announce price and allocations at any earlier or later
time. Additional terms and conditions of the Share Repurchase Programme are set
out in the section headed 'Terms and Conditions' below.



Any acquisitions of Ordinary Shares will be effected in accordance with both the
Company's general authority to make market purchases of its own shares and
Chapter 12 of the Listing Rules, which requires that the maximum price paid be
limited to no more than 105 per cent of the average middle market closing price
of the Company's Ordinary Shares for the 5 dealing days preceding the date of
purchase.

Eligible Shareholders do not have to tender any Ordinary Shares if they do not
wish to do so. All successfully tendered Ordinary Shares will be cancelled.



Overseas Shareholders

Effecting the Share Repurchase Programme in and/or inviting tenders from persons
who are citizens or nationals of, or resident in, jurisdictions outside the
United Kingdom or custodians, nominees or trustees for citizens, nationals or
residents of jurisdictions outside the United Kingdom ('Overseas Shareholders'),
may be prohibited or affected by the laws of the relevant overseas jurisdiction.
Shareholders who are Overseas Shareholders should inform themselves about and
observe any applicable legal and regulatory requirements. It is the
responsibility of any such Shareholder wishing to tender ordinary shares in the
Company to satisfy himself as to the full observance of the laws and regulations
of the relevant jurisdiction in connection therewith, including the obtaining of
any governmental, exchange control or other consents which may be required, the
compliance with other necessary formalities and the payment of any transfer or
other taxes or other requisite payments due in such jurisdiction. Any such
shareholder will be responsible for payment of any such transfer or other taxes
or other requisite payments due by whomsoever payable and UBS and the Company
and any person acting on their behalf shall be fully indemnified and held
harmless by such shareholder for any such transfer or other taxes or other
requisite payments such person may be required to pay. No steps have been taken
to qualify the Share Repurchase Programme or to authorise the extending of the
Share Repurchase Programme in any territory outside the United Kingdom. In
particular, the Share Repurchase Programme is not being made, directly or
indirectly in or into the United States, Canada, Australia or Japan, or by use
of the mails, or by any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce, or of any
facility of a national securities exchange, of the United States and the Share
Repurchase Programme cannot be accepted by any such use, means, instrumentality
or facility or from within the United States, Canada, Australia or Japan.

Accordingly, residents, citizens or nationals of any Restricted Jurisdiction
(including the United States, Canada, Australia or Japan) are not entitled to
participate in the Share Repurchase Programme and copies of this announcement
and any related documents are not being and must not be mailed or otherwise
distributed or sent in, into or from the United States, Canada, Australia or
Japan, including to Shareholders with registered addresses in the United States,
Canada, Australia or Japan or to persons who are custodians, nominees or
trustees holding shares for persons in the United States, Canada, Australia or
Japan. Persons receiving such documents (including, without limitation,
custodians, nominees and trustees) should not distribute, send or mail them in,
into or from the United States, Canada, Australia or Japan, and so doing will
render invalid any related purported tender under the Share Repurchase
Programme. Responses to the Share Repurchase Programme should not be made from
the United States, Canada, Australia, Japan or South Africa and all tendering
Shareholders must provide addresses outside the United States, Canada, Australia
or Japan for the remittance of cash or any other documents.

If, in connection with making the Share Repurchase Programme, notwithstanding
the restrictions described above, any person (including, without limitation,
custodians, nominees and trustees), whether pursuant to a contractual or legal
obligation or otherwise, forwards this document or any related offering
documents in, into or from the United States, Canada, Australia or Japan or uses
the mails of, or any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facility of a national securities exchange of the United States, Canada,
Australia or Japan in connection with such forwarding, such persons should (a)
inform the recipient of such fact; (b) explain to the recipient that such action
may invalidate any purported acceptance by the recipient; and (c) draw the
attention of the recipient to this section.

The terms of the Share Repurchase Programme relating to Overseas Shareholders
may be waived, varied or modified as regards specific Shareholders or on a
general basis by UBS (with the prior written consent of the Company) in its
absolute and sole discretion but only if UBS is satisfied that such waiver,
variance or modification will not constitute or give rise to a breach of
applicable securities or other laws.

If you are in any doubt about your position, you should consult your
professional adviser in the relevant territory.



Representations and Warranties by Tendering Shareholders

Each Shareholder who tenders Ordinary Shares under the Share Repurchase
Programme will, in so tendering, irrevocably undertake, represent, warrant and
agree to and with UBS and the Company (so as to bind him, his personal
representatives, heirs, successors and assigns) that:

(a)           such Shareholder, if not an Overseas Shareholder, has fully
observed all applicable legal and regulatory requirements and that the
invitation under the Share Repurchase Programme may be made to him and accepted
under the laws of the relevant jurisdiction;

(b)           such Shareholder has not received or sent copies or originals of
this announcement or any related documents in, into or from, the United States,
Canada, Australia or Japan or any other Restricted Jurisdiction and has not
otherwise utilised in connection with the Share Repurchase Programme, directly
or indirectly, the mails or any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce,
or any facility of a national securities exchange, of the United States, Canada,
Australia, Japan or any other Restricted Jurisdiction and such Shareholder is
accepting the invitation pursuant to the Share Repurchase Programme from outside
the United States, Canada, Australia, Japan or any other Restricted
Jurisdiction; and

(c)           such Shareholder has full power and authority to tender, sell,
assign and transfer the shares tendered by that Shareholder and that when such
shares are accepted for purchase by UBS, UBS will acquire such shares free and
clear from all liens, charges, restrictions, claims, equitable interests and
encumbrances. In addition, the Shareholder (i) agrees that he or she will do all
other things and execute any additional documents which may be necessary or, in
the opinion of UBS, desirable to effect the purchase of such shares by UBS and
(ii) acknowledges that UBS shall not have any liability whatsoever to such
Shareholder in respect of acts done or omitted to be done by it on behalf of
such Shareholder in connection with the Share Repurchase Programme.



Terms and Conditions

UBS intends to accept valid tenders, on the terms and subject to the conditions
set out in this announcement.

The tender offer is only available to Shareholders on the register of members of
the Company as at 8 November 2007 and only in respect of the number of Ordinary
Shares registered in their names on that date. All or part of a registered
holding of Ordinary Shares may be tendered, but only one tender may be made in
respect of any single Ordinary Share. The total number of Ordinary Shares
tendered by any Eligible Shareholder should not exceed the total number of
Ordinary Shares held by such Eligible Shareholder. If the total number of
Ordinary Shares tendered does exceed the total number of Ordinary Shares held by
such Eligible Shareholder, it will be taken to have tendered all Ordinary Shares
held by it.

The Strike Price will be the lowest price per Ordinary Share that will allow the
Company to purchase the maximum number of Ordinary Shares as are validly
tendered pursuant to the tender offer which have an aggregate value not
exceeding £60 million.

If the aggregate value of the Ordinary Shares tendered at, on or below the
Strike Price exceeds £60 million, the tenders will be accepted in the following
order of priority:

(a)           tenders below the Strike Price will be accepted in full; and

(b)           all other tenders which are at the Strike Price will be accepted
but will if necessary be scaled back pro rata to ensure that the aggregate
consideration paid to Shareholders does not exceed £60 million.

If any fractions arise from scaling back, the number of Ordinary Shares accepted
will be rounded down to the nearest whole number.

Tenders made at a price above the Strike Price will be rejected.

To the extent that the total aggregate consideration payable to an Eligible
Shareholder under the tender offer would require that Eligible Shareholder to be
paid a fraction of a pence, the amount of that consideration shall be rounded
down to the nearest whole pence.

The tender offer will close at 6.30 p.m. on 9 November 2007 (or such other
earlier or later time and date as is determined by UBS) and no tenders received
after such time will be accepted in whole or in part, except to the extent that
UBS extends the period for tendering under the tender offer.

Ordinary Shares successfully tendered will be purchased by UBS fully paid and
free from all liens, charges, equitable interests and encumbrances and with all
rights attaching to the same and will be cancelled and will not rank for any
future dividends or other distributions.

All documents and remittances sent by or to Shareholders will be sent at the
risk of the Shareholder concerned.

The decision of UBS and/or the Company as to the results of the tender offer
(including, without limitation, the basis on which excess tenders are satisfied)
shall be final and binding on all Shareholders.

All questions as to the number of Ordinary Shares tendered, the validity, form,
eligibility (including the time of receipt) and acceptance for payment of any
tender of Ordinary Shares will be determined by UBS, in its sole and absolute
discretion, which determination shall be final and binding on all of the parties
(except as otherwise required under applicable law).

The Company, in consultation with UBS, reserves the right to revise the Strike
Price or change the aggregate value of the tender offer based on market
conditions and/or other factors, subject to compliance with applicable law and
regulatory requirements.

The Company in consultation with UBS may at any time terminate the tender offer
and shall, as soon as practicable thereafter, announce the same through a
Regulatory Information Service.



General

The Share Repurchase Programme and all contracts resulting therefrom will be
governed by and construed in accordance with English law. Submission of a tender
by or on behalf of a Shareholder constitutes that Shareholder's submission, in
relation to all matters arising out of or in connection with the Share
Repurchase Programme, to the exclusive jurisdiction of the English courts.

The tax treatment upon any disposal by a holder of Ordinary Shares will depend
on the holders' individual tax circumstances. Accordingly, if holders of
Ordinary Shares are in any doubt as to such tax treatment, they are recommended
to consult their professional advisers.

UBS does not accept any responsibility whatsoever for the contents of this
announcement or for any statement made or purported to be made by them or on
their behalf in connection with the Share Repurchase Programme. UBS accordingly
disclaims all and any liability whether arising in tort, contract or otherwise
which they might otherwise have in respect of this announcement or any such
statement. UBS is acting for Legal & General in relation to the Share Repurchase
Programme and no-one else and will not be responsible to anyone other than Legal
& General for providing the protections offered to clients of UBS or for
providing advice in relation to the Share Repurchase Programme or the contents
of this announcement.

Enquiries to:





UBS Limited
Peter Guenthardt                                                             020 7568 6342
David Cameron Smail                                                          020 7567 2084
Lucy Phillips                                                                020 7568 3922





Definitions:

'Eligible Shareholders' means holders of ordinary shares of 2.5 pence in the
capital of the Company who are not resident in, or a citizen or national of a
Restricted Jurisdiction;

'Ordinary Shares' means ordinary shares of 2.5 pence in the capital of the
Company;

'Restricted Jurisdictions' means the United States, Canada, Australia, Japan and
any other jurisdiction where submitting a tender pursuant to the Share
Repurchase Programme is either unlawful or outside the scope of any exemptions
that might be available to a shareholder in the Company;

'Shareholder' means holders of Ordinary Shares;

'Strike Price' means the price at which UBS will purchase Ordinary Shares
pursuant to the Tender Offer;

'UBS Investment Bank' means UBS Limited; and

''United States'' or ''US'' means the United States of America, its territories
and possessions, any state of the United States of America and other areas
subject to its jurisdiction and the District of Columbia.




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