I am writing to advise you that Resolution is acquiring the AXA Protection business (as part of a larger transaction within which Resolution acquires several other AXA businesses and approximately 2200 people).  I would like to expand on what this means for your business with AXA Protection.

The acquisition by Resolution includes all of AXA's Protection and Corporate Benefits businesses whilst AXA retains its existing investment platform and Sun Life Direct business.

It is Resolution's strategic ambition to build a market-leading protection, pensions and annuities business in the UK.  This transaction provides the Protection business with an unparralleled opportunity to become a major part of a business which prioritises this important market and has the scale and ambition to develop further.

Resolution's first step in achieving this objective was the acquisition of Friends Provident in 2009.  In acquiring the AXA Protection business Resolution achieves a significant scale in the protection market which enables them to provide long-term stability and the resources necessary to invest for the long-term.

In the meantime I have attached a brief summary of the arrangements to help answer any immediate questions.

Yours sincerely

Graham Harvey

Managing Director, AXA Protection

1. What exactly has been announced?

AXA and Resolution have on 24 June 2010 announced the sale of part of AXA's UK Life & Pension business to Resolution.

2. Which parts of the AXA business are being sold to Resolution?

The deal involves the sale of a majority of AXA's investment, protection and pension businesses.  This includes all protection policies.

For details of whether your product(s) are included in the sale, please contact your relationship manager.

3.When does this take effect?

The deal will take effect around September 2010 following the completion of necessary legal, financial and operational approvals.

4.What are my clients' options for their policy?

Other than a change of ownership of the supporting business, customers' policies are not affected by this sale.  Policy terms and conditions remain exactly as they were before this announcement.

As soon as details are available we will write to all customers to inform of any changes in contact details.

5. Why is AXA selling Protection to Resolution?

AXA wishes to focus on investments as it believes it has the greatest opportunity to excel in this market.  Protection requires scale to be successful and sales of the protection business to Resolution provides the necessary scale to be successful and innovative.

6. Who are Resolution? Why should my clients want to stay with them?

Resolution is growing its presence in the UK and the purchase of a part of AXA follows the purchase of Friends Provident.  Customers can expect to see the bringing together of the best practices and excellent service reputations of these firms.

7. How does this sale affect my clients' policies?

Both AXA and Resolution  would like to reassure customers that their policy benefits are in no way affected by this sale - it is simply a change of ownership.  Policy proceeds, features and terms and conditions remain exactly as they were before this announcement.

8. What will happen to the service our clients receive on their policy?

Resolution is strongly committed to the UK life and pension market and believes that this deal will mean customers continue to experience high levels of care and service.

9. Will my contact/relationship manager remain the same?

Yes.  You should continue to contact your existing relationship manager with the details you are currently using.

In due course you will be advised if there will be any change in contact details.

10. What will happen to customer policy benefits?

Policy benefits are in no way affected by this sale - it is simply a change of ownership.

11. What will happen to the security of customers' policy benefits?

Policy benefits are in no way affected by this sale - it is simply a change of ownership.

12. Will customers' policies still be an "AXA" policy?

Those policies being sold to Resolution will retain the AXA brand for a period but then transfer to Resolution (when systems and literature , for example, have been developed for the new brand), in line with the new ownership.

13. Will you be merging your products, sales and customer service teams with Friends Provident?

The exact structure of the new Resolution portfolio of businesses is yet to be determined.  We are, however, committed to maintaining high quality service levels to you and your customers.

14. When will you let us know more?

We will keep you informed of the progress of the deal which is due to complete around September 2010.