Direction. 3. The FSA directs that the rule listed below does not apply to the firm.

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1 Direction To: Wesleyan Assurance Society (the "firm") Ref: Of: Colmore Circus Birmingham B4 6AR Date: 10 July 2008 Handbook version as in force at the date of this Direction Power 1. This direction is given by the FSA under section 148 of the Act. Duration 2. (1) This direction takes effect on 10 July (2) This direction ends on 09 October Rule waived 3. The FSA directs that the rule listed below does not apply to the firm. Rule COBS R Modification The rule is waived to the extent that it requires the firm to give written notice to a policyholder about a relevant change to its withprofits practices. Interpretation 4. For the purposes of this direction only: (1) 'policyholder' means the holder of an industrial assurance policy which has been effected in, or allocated to, the firm's 'Wesleyan Assurance Open Fund'; and (2) 'relevant change' means a change which is specified in the Annex to this direction; and - 1 -

2 (3) 'with-profits practices' means the firm's with-profits practices for its 'Wesleyan Assurance Open Fund'. 5. Interpretative provisions (including definitions) of the Handbook apply to this direction in the same way they apply to the Handbook. Richard Harrison Waivers Team Regulatory Decisions Department Financial Services Authority - 2 -

3 Annex to a direction issued by the FSA on XX June 2008 addressed to the Wesleyan Assurance Society (the 'direction') For the purposes of the direction, the following changes are specified: Changes which took effect on 1 August The amount payable under a With Profits policy 1.2. Practices Methods of determining claim values Asset Shares/ The amendment of the "Miscellaneous profits or losses" section, so that the text shown scored through is deleted and the text shown underlined is inserted: "The miscellaneous profits or losses that are currently ed or charged to Open Fund asset shares are as follows: Profits (losses) from nonprofit business Investment charge from the MSS Fund Income from general insurance Losses on in-force unitlinked business Profits (losses) from MSS non-profit business Unclaimed IB policies written off Ordinary Business (OB) (charge) Industrial Business (IB) - - Pensions (charge) charge - charge Pensions (charge) charge - charge - - In addition, some profits and losses are not ed or charged to asset shares as they are deemed to be negligible and others (e.g. subsidiary companies) are allowed for in the calculation of the investment returns. The profits and losses from non-profit business include profits and losses arising from protection business, unit-linked business, annuity business and MSS non-profit business. An investment charge is received from the MSS Fund. The amount of this charge is specified in the Merger Scheme. These charges are - 3 -

4 re-spread to provide an even percentage adjustment to asset shares in each year. The income from general insurance relates to the amount received in respect of profit sharing and commission arrangements on Wesleyan business transferred to General Accident in The losses on in-force unit-linked business relate to reductions made to the charges on existing Retirement Account policies in The charges were reduced to bring them broadly in line with the charges levied under stakeholder pension contracts. The cost of this is being spread over 5 years, from 2001 to Every year a number of unclaimed IB policies are written off. These are typically whole life policies where contact with the policyholder has been lost and the life assured is now over the age of 100, making it extremely unlikely that a claim will be made on the policy. The profits from these policies are ed to the IB policies that become claims in the coming year. If a claim is subsequently made the policy will be honoured. These profits and losses are calculated and expressed as an adjustment to the investment return for the period in question. Currently profits and losses are only included where they can be netted off against other profits in the year in which they are incurred, subject to any limits or restrictions described in section 3.2 (business risk). If losses for a year exceeded profits, the net loss would initially be charged to the estate. The Board, having taken advice from the Actuary, would then decide whether to carry the loss forward to be offset against furure profits. Items ed or charged to asset shares may have been different in the past and may change in the future. A transfer from Industrial Business (IB) to Ordinary Business (OB) is made every year to reflect the OB policyholders position as members of the Society. It is typically a small percentage of the total IB surplus distributed each year. The amount transferred each year is recommended by the Actuary. The transfer is reflected in asset shares by charging IB asset shares and ing OB asset shares." 1. The amount payable under a With Profits policy 1.2. Practices Methods of determining claim values Shadow Funds The amendment of this section, so that the text shown scored through - 4 -

5 is deleted and the text shown underlined is inserted: "When an intermediate review is required the growth since the last scheduled review is estimated using the movement of the FTSE All Share 100 index over the relevant period and any other known factors. At the next scheduled review this estimate will be replaced with the actual investment return achieved over the full review period." 1. The amount payable under a With Profits policy 1.2. Practices Final Bonus The amendment of the "Frequency of final bonus changes" section, so that the text shown scored through is deleted and the text shown underlined is inserted: " Final bonus rates for the above With Profits policies are set at least once a year. When intermediate changes are made the current procedure for calculating final bonus rates is less detailed. Changes in maturity payouts are determined by considering the investment return achieved in the period since the last annual investigation and the investment return expected to be achieved in the period until the next annual investigation, with the aim of to producing a reasonable transition from current maturity values to those likely to be payable after the next declaration. Final bonus rates are then set to achieve these changes, subject to a minimum of the guaranteed benefits. In stable investment conditions final bonus rates for the above with profits policies are set once a year. However, in more volatile conditions, or when large payout changes are required, we review them more frequently. The current procedure for calculating final bonus rates when intermediate changes are required is less detailed. The change in maturity payouts is determined by considering the investment return achieved in the period since the last annual investigation and the investment return expected to be achieved in the period until the next annual investigation. A change in payout is then set so as to produce a reasonable transition from current maturity values to those likely to be payable after the next declaration. Final bonus rates are then set to achieve this change in payout for all policies, subject to a minimum of the guaranteed benefits." - 5 -

6 1. The amount payable under a With Profits policy 1.2. Practices Smoothing policy The amendment of the "Maturity and death claims" section, so that the text shown underlined is inserted: "Larger changes in value than 10% may be required following volatile investment conditions, significant changes in economic conditions, or in either periods of prolonged mediocre investment returns or periods of prolonged high investment returns. These larger changes will be achieved by implementing more frequent changes in final bonus rates. For example following the falls in equity values between 2000 and 2002, reductions exceeding 10% p.a. were required and were implemented by twice yearly changes to payouts. Larger changes may also be required for bonds with significant levels of annual income." 3 Business Risk 3.2 Practices The amendment of this section, so that the text shown scored through is deleted and the text shown underlined is inserted: "When investing in any new venture losses may be incurred initially, before the venture becomes profitable. We currently impose a limit of 4 million on any initial loss arising from an individual business development project. Lower limits may be set for particular projects. Major strategic developments may be approved which exceed this limit. When approving an individual business development project or a major strategic project, the Board will establish controls around the project to ensure a suitable balance between risk and reward, including reviews as appropriate and: Profitability in comparison with other uses of capital (i.e. the reward) The sensitivity of profits to changed assumptions (i.e. the risk) The capital allocated to the project; for major strategic projects, capital modelling will be undertaken In addition to the normal financial monitoring process, more detailed reviews will be undertaken as the Board deems appropriate. Our long-term insurance business is exposed to morbidity and - 6 -

7 mortality risks. We are also exposed to the risks arising from persistency (i.e. the rate at which policies lapse or are surrendered), from guarantees we provide in policies and from our smoothing policy. The Society s liabilities include annuity business arising from bulk annuity buyouts. Open Fund Ordinary Business (OB) and Open Fund pensions With Profits policyholders are exposed to any associated longevity risk. We have guaranteed the liabilities of subsidiary companies in order to protect the value of these investments by the Open Fund." 4. Charges and expenses 4.2 Practices The amendment of the "Other unitised With Profits policies" section, so that the text shown scored through is deleted and the text shown underlined is inserted: "We have two mmaterial outsourcing agreements, which cover the supply of some of our computer services requirements, are in operation. In addition, our unit trust subsidiary company has outsourced its administration. These agreements Both require us to give twelve months notice to terminate the contract." 5. Management of the estate 5.2 Practices The amendment of the section, so that the text shown underlined is inserted: "The cost of entering new markets for the Society. The cost associated with the Mutual Reward Scheme, which provides incentives to existing policyholders towards the purchase of additional products." Glossary The insertion of two definitions: "Annuity A series of regular payments made to a policyholder for a specified period of time: for - 7 -

8 example, until death. Bulk annuity buyout A collection of annuity policies for a group of people purchased from a single source such as an occupational pension scheme or another life assurance company." - 8 -

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