ST. JAMES'S PLACE GROUP
 
                              NEW BUSINESS FIGURES
 
                       FOR THE SIX MONTHS TO 30 JUNE 2003
 
                               LONG-TERM SAVINGS
 
                           ---------------------                            ----------------------
                                Unaudited                                         Unaudited
                               3 Months to                                       6 Months to
                              30 June 2003                                      30 June 2003
 
NEW PREMIUMS
                  2003          2002         Change                    2003          2002         Change
                   £'m           £'m               %                    £'m           £'m               %
New Regular
Premiums
   Pensions*       7.0           8.1             (14%)                 13.2          15.5             (15%)
   Protection      6.2           5.3              17%                  10.9           9.7              12%
 
                  13.2          13.4              (1%)                 24.1          25.2              (4%)
 
New Single
Premiums
   Investment    134.3         160.8             (16%)                253.7         306.9             (17%)
   Pensions       46.6          48.4              (4%)                 87.4         113.4             (23%)
 
                 180.9         209.2             (14%)                341.1         420.3             (19%)
 
Unit Trust
Sales
(including PEPs
and ISAs)         60.7          94.2             (36%)                106.5         157.2             (32%)
                 -------       ------         -------               -------        ------          -------  
 
 
 
                        Unaudited                              Unaudited
                       3 Months to                            6 Months to
                       30 June 2003                          30 June 2003
 
NEW
BUSINESS
(RP + 1/10th     2003      2002     Change            2003       2002      Change
SP)
                  £'m       £'m           %            £'m        £'m            %
 
Investment       19.6      25.6         (23%)         36.1       46.6          (23%)
Pensions         11.6      12.8          (9%)         21.8       26.6          (18%)
Protection        6.2       5.3          17%          10.9        9.7           12%
                 ----      ----          ---          ----       ----          ----
     Total       37.4      43.7         (14%)         68.8       82.9          (17%)
                 ----      ----          ---          ----       ----          ----
 
 
* see note 2 to the New Business figures
 
 
 
 
                            ST. JAMES'S PLACE GROUP
 
                     ADDITIONAL WEALTH MANAGEMENT SERVICES
 
                            KEY BUSINESS HIGHLIGHTS
 
                       FOR THE SIX MONTHS TO 30 JUNE 2003
 
                                   Unaudited
 
 
 
Gross fees generated from additional
wealth management services                                              £8.0m up 70% (2002: £4.7m)
 
St. James's Place Bank
 
*Number of facilities                                                   10,063
Number of new accounts                                                   3,218
New mortgage advances                                                   £321.9m
New credit balances                                                      £58.0m
 
 
Panel Mortgages (panel of providers excluding St. James's Place Bank)
 
New mortgage advances                                                   £969.8m
 
Portfolio Management Services (Laing and Cruickshank, Quilters)
 
New portfolios                                                           £12.5m
 
Employee Benefits (Swiss Life)
 
Sums Assured:
Group life                                                               £28.5m
Critical illness                                                          £6.6m
PHI                                                                       £1.2m p.a.
 
 
Trust and Estate Planning Services (Simmons & Simmons, Halliwell Landau, Turcan
Connell)
 
Number of cases                                                          1,296
 
 
 
 
 
*Number of facilities denotes the number of individual mortgages, personal
loans, credit cards, current accounts and savings accounts, where one client may
hold a number of facilities. The average number of facilities per client is
2.79.
 
 
 
                            ST. JAMES'S PLACE GROUP
 
                              NEW BUSINESS FIGURES
 
                       FOR THE SIX MONTHS TO 30 JUNE 2003
 
 
 
                                     Notes
 
 1.  New Business from Long-Term Savings is calculated following the convention
     in the life assurance industry, by adding together new regular premiums and
     one-tenth of single premiums. New Lump Sums are calculated by adding new
     single premiums to new unit trust sales.
 
 2.  Pensions regular premiums include £0.1 million of investment regular
     premiums for the six months to 30 June 2003 (2002: £0.2 million).
 
 3.  Sales of Stakeholder pensions by St. James's Place Partnership have been
     included in the reported figures. These have been included under 'Pensions'
     and amount to £5.9 million regular premiums (2002: £4.9 million) and £11.2
     million single premiums (2002: £11.8 million). This equates to £7.0 million
     New Business premiums (2002: £6.1 million).
 
 4.  Sales of other Protection business comprising Protection business through a
     panel of leading providers have been included in the reported figures.
     These have been included under 'Regular Premiums Protection' and amount to
     £3.1 million of new regular premiums (2002: £0.4 million). This equates to
     £3.1 million New Business premiums (2002: £0.4 million)
 
 
 
 
 
PART 2
 
                              CHAIRMAN'S STATEMENT
 
 
Financials
 
 
Shareholders will be aware that, while we present our accounts on a statutory
basis, we also give our results on an Achieved Profit basis, which we believe
gives a more meaningful measure of the Company's progress. While some years ago,
to prevent the impact of sharply rising stock markets flattering our results, we
adopted a measure of 'smoothing' the movement in investment values over a
period, we are now, in line with the rest of the industry, presenting our
Achieved Profit figures on an unsmoothed basis. The results on a smoothed basis
are set out in the notes for purposes of comparison.
 
 
The continued weakness in sales of our core investment business has caused the
operating profits for the half year, based on long term economic assumptions, to
fall from £45.4 million pre-tax in the first half of 2002 to £25.1 million.
However, the strong growth in funds under management has resulted in overall
profits from our core business to rise by 78% from £20.5 million to £36.4
million.
 
 
Total profits before tax for the Company as a whole, including a positive
contribution of £3.4 million from LAHC, amounted to £39.8 million. This compares
with the loss of £5.2 million for the first half of 2002, which reflected losses
from LAHC and the now closed Italian joint venture, Nascent.
 
 
 
Dividend
 
 
The Board has resolved to pay an interim dividend of 1.25p a share in respect of
the six months to 30th June 2003 (2002:1.25p per share). The dividend will be
paid on 9th September 2003 to those on the Register at the close of business on
8th August 2003.
 
 
New Business
 
 
Shareholders will be aware that, although the FTSE All-Share Index finished the
half year 4% higher than at the end of 2002, the Stock Market was highly
volatile during the period. This has been reflected in a continued reluctance of
investors to commit money to investment markets. New Business from long-term
savings was down 17% compared with the first half of 2002 and investments and
pensions were down 23% and 18% respectively. By contrast New Business from
protection was up 12%, as we benefited from our decision to introduce a panel of
leading providers of this class of business. Some encouragement might also be
drawn from the fact that New Business for the second quarter of the year was 19%
higher than for the first quarter; by comparison, business in the second quarter
of 2002 had been only 11% higher than the first.
 
 
The additional Wealth Management Services developed by the Group over the past
few years continue to expand healthily. Gross fees generated by these services
in the half year were £8 million, which is 70% higher than for the first half of
2002 and compares with fees of £11.7 million for the whole of 2002. Total
mortgages from the St. James's Place Bank and our Mortgage Panel amounted to
nearly £1.3 billion.
 
 
While net fees from these services make a useful contribution, the major benefit
of these services is in helping Partners acquiring new clients and securing more
business from existing clients. They are also an important factor in attracting
further high quality advisers to the Partnership.
 
 
The St. James's Place Partnership
 
 
The membership of the St. James's Place Partnership increased by 2% during the
half year from 1,101 to 1,127. In the Chairman's Statement issued in February,
we said that St. James's Place could expect to be one of the chief beneficiaries
of decisions by experienced IFAs to change their status in the run-up to the
phasing out of polarisation from the end of 2003. Recruiting activity has indeed
been particularly strong over recent months.
 
 
While the number of people who have actually joined the Partnership in the past
six months has been the same as in the first half of 2002, the number of
candidates who have attended our induction courses has increased by 63%,
compared with the first half of last year. The majority of the successful
applicants who have not yet joined are currently serving out their notice
periods.
 
 
Despite these encouraging figures on recruiting, market conditions have proved
particularly difficult for the lower-producing members of the Partnership. We
are determined to maintain our standards by retaining only Partners who are
profitable to the Group. We therefore anticipate that there will be a small
number of leavers amongst these lower-producing members, which is quite likely
to result in a reduction in the number of Partners for the year overall. As was
the case last year, the contribution from such Partners to Group's total new
business in 2003 is likely to be small.
 
 
Investment Funds
 
 
In the volatile investment conditions of the past six months, it is pleasing to
be able to report that our distinctive approach to investment management has
once again produced above-average performance. Money spread across our five
Pension Managed Funds grew 8.2% pa over the period, with two of our funds
occupying 2nd and 6th place among 85 funds (CAPS Pooled Pension Funds update
30.6.2003). Investment results should always be judged over the longer term and
an equal investment in these five funds has outperformed the average balanced
fund performance over 3, 5 and 10 years. Our THSP Pension Managed Fund remains
the top-performing fund in the survey over 10 years.
 
 
The favourable performance of our funds combined with the low rates of
withdrawal by our investors was reflected in the 14% increase in funds under
management since the beginning of the year, to £6.7 billion. I have referred
before to the fact that, thanks to the strong emphasis we place on the quality
of our investment process, we have avoided the 'flavour of the year' products -
such as technology funds and split capital trusts - that have caused problems
for other groups. To this list can now be added the so-called 'precipice bonds'
which offered conspicuously high yields but, because of small print conditions
relating to payments at maturity, repaid only a fraction of the capital value to
investors.
 
 
LAHC
 
 
Following a review of its future strategy and its financing arrangements, LAHC
has decided to concentrate its operations on the run off of the existing book of
business in order to optimise the level of cash generation and future dividends.
LAHC does not intend to undertake any significant acquisitions. This is being
implemented in the form of consequential changes to the management structure and
the nature and scale of LAHC's operations.
 
 
I have commented in previous financial statements that we regard LAHC as a
non-core investment. In view of the change of strategy outlined above, we have
taken the opportunity to reduce the amount of directors' time spent on LAHC's
affairs. Accordingly, Derek Netherton and I have resigned from the LAHC Board.
In addition, SJPC entered into an irrevocable deed to restrict its voting
interests in LAHC to 19.9%.
 
 
As a consequence of the above, the SJPC Board has reviewed the accounting
treatment for its holding in LAHC, which will now be treated as an investment
with effect from 25th July 2003.
 
 
 
Future Opportunities
 
 
It is perhaps understandable that, in judging the prospects for the Company,
commentators tend to place heavy emphasis on recent sales trends and current
investor sentiment. In assessing the outlook for the Company, the Board starts
from a fundamentally different position. We believe that the business model -
marketing a wide range of products and services through our own team of high
quality advisers - is as sound as ever and indeed that current regulatory and
other changes are likely to play even more directly to the strengths of our
distribution.
 
 
Depolarisation
 
The Chairman's statement issued in February spelled out the advantages to the
Company of being able, when polarisation ceases to apply at the end of this
year, to improve and broaden the range of products we can offer through the
Partnership by ceasing to manufacture products which do not have satisfactory
financial characteristics from our point of view and 'contracting in' products
from other manufacturers. Even within the constraints of polarisation we have
been able to offer 'best of breed' products in the fields of term assurance,
mortgages and annuities and have recently announced a panel of providers for
Stakeholder Pensions. This will be taken further when the rules allow us to
extend the process to what are called 'regulated' products.
 
 
We will continue to manufacture and offer through the Partners a diversified and
specialised range of our own investment products through our distinctive
approach to investment management. Work is underway to extend the range that we
are able to offer over the course of the next year or two to include other asset
classes such as property and forms of alternative investment. Wherever possible,
we will seek to 'manufacture' the funds ourselves and to buy in investment
management skills along the lines of our present successful approach to
investment management.
 
 
We continue to work on introducing, through joint venture relationships,
accounting, legal services and tax services as well as onshore and offshore
trustee services which we believe will enable us to make further inroads into
the High Net Worth market, including non-residents with UK links.
 
 
As mentioned above, the Chairman's statement earlier this year identified a
further potential benefit to the Company of depolarisation: the prospect of
these changes was leading many IFAs to reconsider their career options and the
St. James's Place Partnership offered a particularly attractive home for the
higher quality experienced IFA. The notable increase in recruitment referred to
earlier in this Statement confirms the validity of this prediction and we
believe that this process will continue for some time to come.
 
 
Pensions Green Paper
 
We see the simplification of the pensions tax rules announced late last year -
widely referred to as the Pensions Green Paper - as particularly favourable for
our business model.
 
 
By defining tax limits in terms of the fund size relating to each individual
member, it removes the distinction between defined benefit (or final salary)
pensions and defined contribution pensions, and removes much of the rationale
for an employer to continue with an in-house defined benefit scheme.
 
 
It will focus the individual investor on how his or her pension pot is actually
growing. It also introduces greater flexibility in retirement, so individuals
can end up having a pension pot which can be invested throughout their
retirement, rather than having to convert it into an annuity.
 
 
The overall effect of these changes is that the demand for quality advice on
pension planning tailored to the individual's circumstances will increase
dramatically.
 
 
The impact on St. James's Place will be two-fold. Short-term, in the lead-up to
the deadline of April 2005, individuals will need advice on how to arrange their
pensions to take advantage of the significant transitional provisions.
 
 
Longer term, the market will become like the United States, where the
person-on-the-street worries about how his or her 'section 401k' is invested.
There will be many more people, in our target market of the mass affluent,
having to make investment decisions. They will need asset allocation advice,
they will need access to a trusted adviser and they will need access to a high
quality process for selecting investment managers for their money.
 
 
Outlook
 
 
The need for people to provide for retirement and other long-term needs is as
strong as ever, heightened by the current low rates of return on cash and other
fixed interest investments and the risk that inflation may yet return and erode
the value of their savings. We believe that people will increasingly recognise
this and will start to move the longer-term savings they have been accumulating
in cash back into investments related to the stock market and the other asset
classes that we offer and will be offering through the Partnership.
 
 
In the meantime, in the context of the difficult conditions that have affected
our industry over the past two years, we are confident of our business model and
consider that the prospects for the rest of the year are looking rather more
positive.
 
 
Our solvency margins are comparatively strong and are invested, as a matter of
policy, in gilts or AA rated deposits and bonds. However, we keep our business
and the way we manage it under careful review in the context of possible future
changes and opportunities for growth.
 
 
Succession Plans and Board Changes
 
 
We were pleased to be able to announce, earlier this month, that Mark Lund, 46,
who has wide experience in retail financial services at the highest levels, is
to join the Group in January 2004 as Deputy Chief Executive and Chief Executive
Designate. This followed an extensive search for a candidate with skills that
complement those of the other executive directors. It is intended that Mark Lund
will become Chief Executive no later than December 2004, when Mike Wilson will
become full-time Chairman of the Group. At the same time, I will step down from
the Board, but will continue to be closely involved with the Group as an active
President, concentrating on chairing the Investment Committee and giving
strategic advice. This structure was part of our succession planning when we
began the search for a future Chief Executive some eighteen months ago.
 
 
In view of his close involvement in the building up of the Partnership, the
Board is of the view that it is strongly in the interests of the Company for
Mike Wilson to become Chairman on handing over the role of Chief Executive to
Mark Lund.
 
 
In June we announced Martin Moule's resignation as Group Finance Director and we
wish him all the best in his new role. He has been succeeded as Group Finance
Director by Andrew Croft, 39. Andrew, a Chartered Accountant, has been with the
Group for over ten years and had already been earmarked as the successor to
Martin Moule.
 
 
 
 
 
Sir Mark Weinberg
 
29 July 2003
 
 
 
                              FINANCIAL COMMENTARY
 
 
This Financial Commentary is divided into two sections; a section providing a
commentary on the results for the six month period and a second section
providing an explanation of the Group's expense position, how the expenses vary
with new business volumes and how the various expense categories are treated in
the calculation of the Achieved Profit result.
 
 
Section 1: Commentary on the results for the six months period
 
 
In common with last year, we have presented our results on a Modified Statutory
Solvency Basis (MSSB), which reflects the current year cash flows, and an
Achieved Profit basis, which brings into account the value of future cash flows
on the business in force.
 
 
We have previously reported our Achieved Profits using smoothed investment
assumptions and disclosed by way of a note the result of adopting an unsmoothed
methodology. For these results we have changed our presentation to show the
Achieved Profits on an unsmoothed methodology which is in line with the rest of
the industry.
 
 
As mentioned in the Chairman's Statement, the results reflect the continuing
difficult trading conditions.
 
 
 
Life and Pension business
 
 
MSSB:
 
 
The MSSB result for the six month period shows a loss of £10.3 million pre-tax
compared to a loss of £8.1 million pre-tax for the prior year.
 
 
The higher loss in the current year reflects the fall in new business, which has
reduced the margins available to fund the expenses of the business.
 
 
Achieved Profit:
 
 
Operating profit (before investment variance and one off items) for the period
was £16.2 million pre-tax (2002: £33.2 million pre-tax).
 
 
The operating profit has been impacted by lower new business volumes and the
fixed nature of the expense base to maintain the Group's infrastructure (section
2 of this financial commentary provides further explanation on the group's
expenses). These factors resulted in the contribution from new business falling
from £11.7 million pre-tax in 2002 to £1.8 million pre-tax in the current six
months.
 
 
In addition there has been a negative experience variance of £3.0 million
pre-tax in the six months compared to a positive experience variance of £2.9
million pre-tax in the corresponding period last year. This adverse movement
reflects a £5.5 million negative for tax effects and a positive £2.5 million
from other variances. With the continued fall in the stock markets last year our
life funds have accumulated significant amounts of realised and unrealised
capital losses, resulting in the UK life company being unable to obtain tax
relief for the current year's expenses within the assumed timescales. Therefore
the period before tax relief is obtained is deferred and the value of the tax
losses reduces accordingly.
 
 
 
One off charge - the profit for the year has been adversely impacted by a one
off charge following an increase in the shareholder proportion of the Group's
tax charge resulting from a 2003 Budget announcement. This one off charge
reduces profit by £7.6 million pre-tax (2002: £nil).
 
 
Investment return variance - the recent rally in world stock market has given
rise to an average increase in our fund prices of 7%, some 4% above the achieved
profit assumption.
 
This has given rise to a positive investment return variance of £12.7 million
pre-tax.
 
 
For the prior year the average fund prices fell by approximately 3% being some
6% below the achieved profit assumption. This resulted in a negative investment
variance of £20.7 million pre tax.
 
 
After taking into account the investment return variance and the one off charge,
the achieved profit result for the six months was £21.3 million pre-tax (2002:
£12.5 million).
 
 
 
Unit Trust business
 
 
MSSB:
 
 
Profits from the unit trust business were £4.7 million pre-tax (2002: £5.1
million pre tax). This fall reflects the reduction in annual management charges
due to lower fund values than in the same period last year.
 
 
Achieved Profits:
 
 
Operating profits (before investment variance), fell from £12.2 million pre-tax
for 2002 to £9.2 million pre-tax for the current year. This fall reflects both
the lower new business levels and the lower earnings on the value of unit trust
business in force. This latter point comes about as the value of unit trust
business at the start of 2002 was before the dramatic fall in the stock markets
experienced during 2003 and therefore the in force earnings were correspondingly
higher in 2002.
 
 
Investment variance - similar to the life and pension business there has been a
positive investment return variance of £6.2 million pre-tax compared to a
negative variance for the prior year of £4.2 million pre-tax.
 
 
After taking into account the investment return variance in the period, the
achieved profit for the six months was £15.4 million pre-tax (2002: £8.0 million
pre-tax).
 
 
Other
 
 
Other shows earnings from the core business other than the Group's life and unit
trust business and the result is the same on both the MSSB and the Achieved
Profit basis.
 
 
For the six month period there was a small loss of £0.3m pre-tax (2002: £nil).
 
 
LAHC
 
 
For the six months ended 30 June 2003, the result from LAHC was a small profit
of £3.4 million pre-tax (2002: £7.7 million loss pre-tax).
 
 
As noted in the Chairman's Statement the accounting treatment of LAHC has been
reviewed and in the future it will be treated as an investment rather than an
associated undertaking.
 
 
 
Section 2: Explanation of Group Expenses
 
 
Note 4 of the accounts provides details of the categories of expenses incurred
by the Group's life companies during the six month period. Following a number of
questions from shareholders and analysts, we have noted below the nature of
these expenses and how they can be expected to vary with new business volumes.
The figures in brackets indicate the proportion of each category of expenses to
the total.
 
i).     Commission ( 37%) - this represents both initial and renewal commission.
        The initial commission will vary in line with production and renewal
        commission is funded from policy charges.
 
ii).    Third party administration costs ( 11%) - these costs are incurred under
        the contracts with our third party administrators and consist of both
        charges for new business and in force renewal charges. The new business
        costs are variable in line with production, whilst the renewal costs are
        funded from policy charges.
 
iii).   Other production related costs ( 7%) - these are costs met by the
        company which are related to the level of production, such as salesforce
        incentivisation, and are semi variable in nature. As production rises or
        falls, these costs will move in the same direction, although at a slower
        pace.
 
iv).    Establishment costs ( 35%) - these are the running costs of the Group's
        infrastructure and are fixed in nature in the short term. Consequently
        as new business volumes fall, the Group continues to bear these costs,
        and similarly, as new business volumes rise, these expenses do not rise
        in line with new business growth.
 
v).     Investment costs ( 9%) - these are the costs paid to the third party
        fund managers to whom we outsource our investment management. These
        costs are variable with the value of the funds under management and are
        charged to the internal linked funds.
 
 
When calculating the Achieved Profit result the methodology adopted by SJPC in
respect of these expenses is as follows:
 
a).   Maintenance expense assumptions have been set in line initially with the
      costs charged by the Group's third party administrators, together with an
      allowance for the Company's own maintenance costs and are assumed to
      increase in line with the average earnings index each year.
 
b).   Renewal commission and investment cost assumptions are matched to the
      corresponding income arising from the policy charges.
 
c).   Establishment costs together with the other production related costs,
      initial commission and new business third party admin costs, are treated
      as acquisition costs. These costs are therefore deducted from the new
      business contribution line in the analysis of the achieved profit
      result.
 
 
 
PART 3
 
                          COMBINED LIFE AND UNIT TRUST
 
                             ACHIEVED PROFIT RESULT
 
 
The following information shows the result for the Group, adopting an achieved
profit basis for reporting life and unit trust business on an unsmoothed basis.
The comparative figures have been restated from a smoothed to an unsmoothed
basis - further information is given in the basis of preparation note.
 
 
                 SUMMARISED CONSOLIDATED PROFIT & LOSS ACCOUNT
 
                    ACHIEVED PROFIT BASIS FOR CORE BUSINESS
 
                                  (unaudited)
 
                                                                                
                                                    Unsmoothed     Unsmoothed   
                                      Unsmoothed      Restated       Restated   
                                        6 Months      6 Months      12 Months   
                                           Ended         Ended          Ended   
                                         30 June       30 June    31 December   
                                            2003          2002           2002   
                                      ----------    ---------       --------- 
                                      £' Million    £' Million     £' Million   
                                                                                
 Life business                              16.2          33.2           59.3   
 Unit trust business                         9.2          12.2           26.1   
 Other                                      (0.3)            -           (4.5)  
                                       ---------     ---------      --------- 
                                                                                
 Operating profit                           25.1          45.4           80.9   
 One off budget changes                     (7.6)            -              -   
 Investment return variances                18.9         (24.9)         (99.0)  
 Economic assumption changes                   -             -            2.3   
                                       ---------     ---------      --------- 
                                                                                
 Profit / (loss) from core                  36.4          20.5          (15.8)  
 business                                                                       
 
 LAHC                                        3.4          (7.7)         (27.7)  
 Other investments (Nascent)                   -         (18.0)         (19.4)  
                                       ---------     ---------      --------- 
 Profit / (loss) on ordinary                                                    
 activities before taxation                 39.8          (5.2)         (62.9)                                    
                                              
 Taxation                                                                       
 Life business                              (5.6)         (2.9)           3.7   
 Unit trust business                        (4.6)         (2.4)             -   
 Other                                       0.5          (0.5)          (1.1)  
 LAHC                                       (1.0)          2.3              -   
                                       ---------     ---------      --------- 
 
                                           (10.7)         (3.5)           2.6   
 
 Profit / (loss) on ordinary                29.1          (8.7)         (60.3)  
 activities after tax                                                           
 Dividends                                  (5.3)         (5.4)         (11.8)  
                                       ---------     ---------      --------- 
 
 Retained profit / (loss) for the           23.8         (14.1)         (72.1)  
 financial year                        =========     =========      ========= 
                                                                                
 
                                           Pence         Pence          Pence   
 
 Dividend per share                         1.25          1.25           2.75   
 Earnings per share                          6.8          (2.0)         (14.1)  
 Adjusted Earnings per share                 6.8           2.2           (9.6)  
 Net Asset per share                       115.3         124.0          109.7   
                                                                               
 
 
 
                           CONSOLIDATED BALANCE SHEET
 
               COMBINED LIFE AND UNIT TRUST ACHIEVED PROFIT BASIS
 
 
                                                      Unsmoothed        Unsmoothed   
                                     Unsmoothed         Restated          Restated   
                                        30 June          30 June       31 December   
                                           2003             2002              2002   
                                     ----------        ---------         --------- 
                                     £' Million       £' Million        £' Million   
                                                                                    
 Investments                                                                         
     Investments in associated             31.6             51.5              29.2   
     undertakings                                                                    
     Land and buildings                     1.3              1.2               1.3   
     Other financial                       80.6             81.0             113.4   
     investments                                                                     
                                        -------          -------           -------
                                          113.5            133.7             143.9   
                                        -------          -------           -------
                                                                                     
 Value of long-term business in                                                      
 force                                                                               
     - long-term insurance                288.7            296.6             267.8   
     - unit trusts                         74.8             76.2              67.3   
 Assets held to cover linked            5,243.8          5,126.0           4,631.6   
 liabilities                                                                         
 Reinsurers' share of technical            75.0             63.2              67.0   
 provisions                                                                          
 Debtors                                   85.2             76.3              73.7   
 Other assets                                                                        
    Tangible assets                         6.4              8.6               7.2   
    Cash and cash equivalents              63.6             53.1              32.7   
 Prepayments and accrued                    6.3              6.0               5.3   
 income                                                                              
 Deferred acquisition costs                57.3             56.2              57.9   
                                        -------          -------           -------
 Total assets                           6,014.6          5,895.9           5,354.4   
                                        -------          -------           -------
 
 Technical provisions                    (131.6)          (123.4)           (117.1)  
 Technical provisions for linked       (5,243.8)        (5,126.0)         (4,631.6)  
 liabilities                                                                         
 Provisions for other risks and           (15.9)           (19.6)            (16.2)  
 charges                                                                             
 Creditors                                                                           
     Amounts owed to credit               (51.0)           (15.0)            (45.0)  
     institutions                                                                    
     Amount due to reassurers             (18.3)           (23.7)            (18.3)  
     Other creditors                      (27.4)           (33.0)            (26.2)  
     Proposed dividend                     (5.4)            (5.4)             (6.4)  
 Accruals and deferred income             (24.2)           (15.1)            (20.5)  
                                        -------          -------           -------
 Total liabilities                     (5,517.6)        (5,361.2)         (4,881.3)  
                                        -------          -------           -------
 Total net assets                         497.0            534.7             473.1   
                                        =======          =======           =======
                                                                                     
 Capital and reserves                                                                
     Share capital                         64.7             64.5              64.6   
     Share premium                          4.7              4.1               4.6   
     Shares to be issued                    0.3              0.4               0.4   
     Other reserves                       427.3            465.7             403.5   
                                        -------          -------           -------
 Equity shareholders' funds               497.0            534.7             473.1   
                                        =======          =======           =======