The purpose of this publication is to inform shareholders of Swiss Life Holding and the public. This press release does not constitute an offer to buy or to subscribe to securities of Swiss Life Holding or any of its affiliates and it does not constitute an offering circular within the meaning of Art. 652a of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of SWX Swiss Exchange. Investors should make their decision to buy or to subscribe to new shares or convertible bonds solely based on the corresponding prospectus. The prospectus relating to the rights issue and the prospectus relating to the convertible bond offering are expected to be published on 18 May 2004. Both will be available on the website of Swiss Life at www.swisslife.com. Investors are furthermore advised to consult their bank or financial adviser.

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA

Legal Disclaimer:
The purpose of this publication is to inform shareholders of Swiss Life Holding and the public. This press release does not constitute an offer to buy or to subscribe to securities of Swiss Life Holding or any of its affiliates and it does not constitute an offering circular within the meaning of Art. 652a of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of SWX Swiss Exchange. Investors should make their decision to buy or to subscribe to new shares or convertible bonds solely based on the corresponding prospectus. The prospectus relating to the rights issue and the prospectus relating to the convertible bond offering are expected to be published on 18 May 2004. Both will be available on the website of Swiss Life at www.swisslife.com. Investors are furthermore advised to consult their bank or financial adviser.

This publication contains specific forward-looking statements, e.g. statements including terms like “believe”, “assume”, “expect” or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties readers should not place undue reliance on forward-looking statements. The company assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.

No offer or sale of any securities mentioned in this publication is being made into the United States.

These materials are not for distribution, directly or indirectly in or into the United States.

These materials are not an offer to subscribe for or purchase securities in the United States. The securities may not be offered or sold in the United States, unless they are registered or exempt from registration. There will be no public offer of securities in the United States.

Prices and values of securities, and their related performance, may go down as well as up, and investors may not get back the amount invested. The past performance of securities is no guide to future performance. Persons needing advice should consult an independent advisor.

Goldman, Sachs & Co. Bank and UBS Investment Bank are acting for Swiss Life Holding and no-one else in connection with the proposed rights and convertible bond offerings by Swiss Life Holding and will not be responsible to anyone other than Swiss Life Holding for providing the protections afforded to clients of Goldman, Sachs & Co. Bank and UBS Investment Bank or for providing advice in relation to the proposed rights and convertible bond offering.

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