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environment. One moreover, where a number of other mutual
                   companies had shed or were about to shed their mutual status,
                   these included Norwich Union (June, 1997), Halifax (June, 1997),
                   Scottish Widows (March, 2000), and Friends Provident (July,
                   2001).


                   As a mutual, Standard Life’s capital was provided by its with profits
                   policyholders.  Over the period 1999 to early January 2003 stock
                   market performance had declined significantly.  For example, the
                   stock market value of some companies such as Legal & General,
                   Aviva and the Prudential fell by up to 40% (Appendix 1).  It was an
                   industry most commentators believed was ripe for consolidation.

                   Combined with the prolonged decline in the stock market were the
                   current low inflation rates that were being projected into the future.
                   These contributed to falling investment returns and reduced capital
                   bases for some companies, including Standard Life.  This led to
                   less trust in the financial services industry in general and reduced
                   popularity in with profits investments in particular.

                   Following the Woollard attack, the business strategy was reviewed
                   and Standard Life dropped some of its product lines to move into
                   the Stakeholder market, which was being heavily promoted across
                   the industry by the government.  The underlying principles of
                   mutuality and the historical desire to repay customers and staff for
                   their loyalty was the driver for the prevailing strategic direction,
                   which was strongly led from the top.

                                 “Endowments sold in the 1980’s in a high inflationary
                                 period had a high growth potential. In 2000 those
                                 expectations should have been lowered.”
                                                                             Sandy Crombie

                   Over the period 2000-2004, a number of factors combined to
                   impact Standard Life’s capital base, namely;

                       1.  the costs involved of smoothing with profits payouts over a
                          prolonged downturn in the market
                       2.  provisions set aside to cover the mortgage endowment
                          promise
                       3.  reduced popularity of with profits policies meant fewer
                          customers choosing with profits policies
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