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month with profits endowment policy would in early 2004 pay out
                   £62,603, compared with £110,136 in early 2001.


                   The company also announced a £550m bond issue to bolster its
                   capital position.


                   Smoothing of investment returns inherent in with profits policies is
                   designed to cushion with profits policies from the volatility of
                   investing directly in the stock market.  Whilst smoothing can
                   cushion short-term fluctuations, it cannot do this indefinitely when
                   there is a prolonged downturn in the market.

                   Standard Life decided that its heavy weighting in equities was too
                   risky for the amount of capital it had and chose to sell £7.5bn of
                   shares (around 40 per cent of its investments in equity assets
                   backing with profits policies), switching the proceeds into safer but
                   lower return bonds. Standard Life, however, did this later than
                   many of its rivals and at a time when the stock market slump was
                   coming to an end.


                   The strategic review was to be wide-ranging and also examined
                   the group’s business in its entirety, both in the United Kingdom and
                   overseas, assessing the potential for a number of operational and
                   financial improvements, but with a particular focus on UKL&P.

                   To achieve strategy Grimstone puts the Board (Appendix 2) firmly
                   at the centre of the company where executives and non-executives
                   were working together to drive the company forward.

                                  “There was very little group structure, everything was
                                 organised in silos. Each of the four groups had their
                                 own ‘Board’. Job losses came as a result of building a
                                 structure.”


                   Crombie’s radical overhaul of the company saw an extensive
                   examination of its product range, the introduction of new products
                   –SIPPs and Wraps (appendix 3), with a concomitant impact on
                   staffing levels.  A reduction in staff of around 4,500 was offset by
                   the recruitment of around 2,000 people with the relevant skills over
                   the next three years.  During that time new-blood from outside the
                   company at senior executive level was introduced and a new Head
                   of Media Relations was recruited to help deal with the company's
                   damaged media relations.
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