Petitions to Transfer Business

In the High Court of Justice            No: 6900 of 2005

Chancery Division

Companies Court

In the Matter of

ST ANDREW’S LIFE ASSURANCE PLC

and

In the Matter of

ST ANDREW’S INSURANCE PLC

and

In the Matter of

SPHÉRIA VIE SA

and

In the Matter of

THE FINANCIAL SERVICES AND MARKETS ACT 2000

Notice is hereby given that on 14 October 2005 St Andrew’s Life Assurance plc ( “St Andrew’s Life” ) and St Andrew’s Insurance plc ( “St Andrew’s Insurance” ) applied to the High Court of Justice for:

1.  an Order under Part VII of the Financial Services and Markets Act 2000 (the “Act” ) sanctioning a scheme (the “Scheme” ) providing for the transfer to Sphéria Vie SA ( “Sphéria Vie” ) of part of the long term and general insurance business of the French branches of St Andrew’s Life and St Andrew’s Insurance comprising certain life, personal accident, sickness, long term care and creditor insurance policies, as more particularly described in the Scheme (the “Policies” ); and

2.  an Order making ancillary provisions in connection with the implementation of the Scheme under Section 112 of the Act.

The proposed transfer will result in the business in respect of the Policies formerly carried on by St Andrew’s Life and St Andrew’s Insurance in France being carried on by Sphéria Vie. The proposed transfer will secure the continuation by or against Sphéria Vie of any legal proceedings by or against St Andrew’s Life or St Andrew’s Insurance that relate to rights and obligations in respect of the Policies. All claims under the Policies being dealt with before the transfer by St Andrew’s Life or St Andrew’s Insurance will following the transfer be dealt with by Sphéria Vie; all claims under the Policies arising after the transfer will be dealt with by Sphéria Vie.

The application is directed to be heard before the Companies Court Judge at the Royal Courts of Justice, Strand, London WC2A 2LL on 19 January 2006 and any person (including any employee of St Andrew’s Life, St Andrew’s Insurance or Sphéria Vie) who alleges that he or she would be adversely affected by the carrying out of the Scheme may appear at the time of the hearing in person or by Counsel. Any person who intends so to appear, and any policyholder of St Andrew’s Life, St Andrew’s Insurance or Sphéria Vie who dissents from the Scheme but does not intend so to appear, should give not less than two clear days’ prior notice in writing of such intention or dissent, and the reasons therefor, to the solicitors named below.

Copies of a report on the terms of the Scheme prepared pursuant to Section 109 of the Act (the “Independent Expert’s Report” ) and a statement setting out the terms of the Scheme and containing a summary of the Independent Expert’s Report can be accessed at www.st-andrews.fr/spheria-transfert.htm and will be provided free of charge by the solicitors named below.

Lovells, Solicitors for St Andrew’s Life and St Andrew’s Insurance

Atlantic House, Holborn Viaduct, London EC1A 2FG.

Tel: +44 (0) 20 7296 2000

Fax: +44 (0) 20 7296 2001

Ref: C4/BC/TJG

4 November 2005.