SNS REAAL and Swiss Life Holding have come to a mutual understanding concerning the purchase of the Dutch and Belgium businesses of Swiss Life Holding, including Zwitserleven and its brand in the Netherlands, Swiss Life Asset Management (Nederland) and Swiss Life Belgium for a total
consideration of up to Euro 1,535 million. With this acquisition SNS REAAL will nearly quadruple its pensions business and become the 2nd largest life insurer in the Netherlands with a market share of almost 16%.

Sjoerd van Keulen,
Chairman of the Executive Board: “Zwitserleven is an excellent strategic fit for us.
It is a unique opportunity for SNS REAAL to become a market leader in the Dutch life and pensions market. This acquisition is in line with our strategic priorities of achieving scale through consolidation, diversifying our income in the Dutch life insurance market, strengthening our distribution, broadening our presence in the SME segment, and gaining a significant presence in the
structurally attractive pensions market. It fits our financial criteria and is expected to be EPS accretive in the first 12 months following completion. Although the transaction comes soon after the acquisition of AXA NL, we have the management resources to safeguard the integration process. Zwitserleven is a highly professional organisation, and we welcome the people of Zwitserleven and Swiss Life Belgium to our group.”

The total transaction consideration will be up to Euro 1,535 million and consists of (i) Euro 1,345 million, (ii) up to Euro 90 million reflecting the movement in 2007 of net asset value, and (iii) Euro 100 million relating to a tax benefit on fiscal goodwill created. Excluding the payment for the tax benefit, the purchase price equals 1.17x the Market Consistent Embedded Value, 1.48x the Net Asset Value (both as of 30/9/2007) and 16.7x the annualised H1 2007 net earnings. The acquisition will be financed through a combination of (i) Euro 600 million of a new class of shares (“Foundation Shares”) to be
issued to Stichting Beheer SNS REAAL (the Foundation) and (ii) up to Euro 935 million of debt instruments and internal resources. The transaction will be effective as of 1 January 2008 and is expected to be completed in the first half of 2008.