Swiss Life Holding plans to raise CHF 1.15 billion in capital through issuance of new shares by way of rights and convertible bonds. The rights offering is expected to raise gross proceeds of CHF 834 million. It is fully underwritten by a syndicate of banks jointly led by Goldman Sachs and UBS. The convertible bond offering is expected to raise gross proceeds of CHF 317 million. The new funds will be used to finance the acquisition of Banca del Gottardo by Swiss Life Holding from Swiss Life/Rentenanstalt.

Subject to shareholders’ approval of the planned capital increase at today's Annual General Meeting (AGM), Swiss Life Holding set the terms for its rights offering and the planned size of a concurrent offering of convertible bonds:

• The rights offering will comprise one new share for three existing shares and will be offered to shareholders at a subscription price of CHF 100 per new share. New shares with a nominal value of CHF 50 each, for which pre-emptive rights are to be granted, will be created out of the authorised capital proposed to be approved at the AGM. The subscription period for the rights will start on 24 May 2004. Based on 8'344'680 new shares offered, the rights offering is expected to raise gross proceeds of CHF 834 million. The pre-emptive rights will be traded on the SWX Swiss Exchange between 24 May 2004 and 1 June 2004 and shall be exercisable from 24 May 2004 until 12 noon local time on 2 June 2004. Shares for which rights have not been exercised are expected to be placed by Goldman Sachs and UBS on behalf of the underwriting syndicate in an accelerated offering. Delivery of shares against payment of the subscription price is expected to take place on or around 8 June 2004. The prospectus relating to the rights offering is expected to be published on 18 May 2004.

The rights offering has been fully underwritten, subject to customary terms and conditions, by a syndicate of banks led by Goldman Sachs and UBS, acting as joint global co-ordinators and bookrunners.

• The convertible bonds will initially be offered to existing shareholders through the granting of non-tradable advance subscription rights. The subscription period for the convertible bonds will be run in parallel to that of the rights offering. The indicative terms of the convertible bond offering are expected to be announced by 24 May 2004, at the beginning of the exercise period of the subscription rights. Convertible bonds for which rights have not been taken up will be placed by Goldman Sachs and UBS by way of an accelerated offering expected to take place on or around 4 June 2004. The preliminary prospectus relating to the convertible bond offering is expected to be published on 18 May 2004.

Goldman Sachs and UBS will act as joint global co-ordinators and bookrunners for the convertible bond offering.

The proceeds of the rights and convertible bond offerings will be used to finance the acquisition of Banca del Gottardo by Swiss Life Holding from Swiss Life/Rentenanstalt. The transfer of the bank to Swiss Life Holding is a further step in streamlining the Swiss Life Group structure and implementing a systematic asset and liability management policy. It will also enhance the security of the policyholders, since Banca del Gottardo represented a relatively illiquid asset and will now be replaced by a broadly diversified portfolio of readily negotiable assets. Shareholders will have the opportunity to benefit from Banca del Gottardo's performance going forward. The bank targets a medium term return on equity of 15%. As a consequence of the transaction, Swiss Life believes that the risk-return profile will be improved for policyholders and shareholders alike. In addition, the bank is expected to reinforce Swiss Life Holding's ability to generate cash earnings, and the transaction will further bolster the Group's capital base.

Good start to the current year
The Swiss Life Group got off to a good start in the current financial year. In the words of CEO Rolf Dörig: "Overall premium growth was in line with our expectations and we continue to have costs under control. Banca del Gottardo is doing a very good job and its profits so far this year clearly outperformed the budget. As far as our goals for 2004 are concerned – a growth in overall premium income and a clear rise in profitability – we
are on target. We are gratified that many of our principal shareholders have indicated their intention to support this transaction."

The prospectus documents relating to the rights and convertible bond offerings will be posted on the Swiss Life website at www.swisslife.com.

Contact
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media.relations@swisslife.ch

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www.swisslife.com

Swiss Life
Swiss Life is a leading provider of life insurance and long-term savings and protection. Swiss Life offers individuals and companies comprehensive advice and a broad range of products via agents, brokers and banks in its domestic market, Switzerland, where it is market leader, and selected European markets. Multinational companies are serviced with tailor-made solutions by a network of partners in over 40 countries.

Swiss Life Holding, registered in Zurich, was founded in 1857 as the Swiss Life Insurance and Pension Company. Shares of Swiss Life Holding are listed on the SWX Swiss Exchange (SLHN). The enterprise employs around 10 000 people worldwide.

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.

United States holders of shares of Swiss Life Holding may be prohibited by United States securities laws from participating in the securities issues mentioned in this publication.

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 International 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 International and UBS Investment Bank or for providing advice in relation to the proposed rights and convertible bond offerings.

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