Notice under the Financial Services and Markets Act 2000

involving

Phoenix Life & Pensions Limited (“Phoenix”)

(formerly known as Royal & Sun Alliance Life & Pensions Limited)

-and-

Prudential Retirement Income Limited (“PRIL”)

On 20 January 2006, an Application was made to the High Court of Justice in London by Phoenix and PRIL for an Order under Section 111(1) of the Financial Services and Markets Act 2000 (the

“ Act ”) approving a scheme (the “ Scheme ”) providing for the transfer by Phoenix to PRIL of certain non-profit pension annuities issued by Phoenix.

Copies of the report on the terms of the Scheme prepared by an independent expert in accordance with section 109(1) of the Act and of explanatory documents (being a letter to policyholders, an explanatory booklet and a question and answer leaflet) setting out the terms of the Scheme and containing a summary of the independent expert’s report may be obtained free of charge by calling 0845 070 4060. The explanatory documents, the full Scheme document, the full report of the independent expert and a report from the Heads of the Actuarial Function of each of Phoenix and PRIL are also available via Phoenix’s website, www.phoenixlifegroup.co.uk, or by request in writing to The Part VII Transfer Department, PO Box 5524, Bournemouth BH8 8ZW.

The Application is due to be heard at the Royal Court of Justice, Strand, London WC2A 2LL on 5 June 2006. Any person (including any employee of Phoenix or PRIL) who thinks that he or she would be adversely affected by the carrying out of the Scheme may attend the hearing and express their views. Anyone wishing to do so is asked to inform either of the Solicitors named below in writing at least two clear days prior to the date of the hearing. Anyone who is not going to attend the Court hearing but wishes to make any written representations about the Scheme should address them to either of the Solicitors named below at least two clear days prior to the date of the hearing.

Dated: 17 February 2006

Slaughter and May	Freshfields Bruckhaus Deringer
One Bunhill Row	65 Fleet Street
London	London
EC1Y 8YY	EC4Y 1HS
Ref: ACC/RJZS	Ref: HN/RS
Solicitors to Phoenix	Solicitors to PRIL