October 26, 2005

Brigid Rentoul, Esq.
Linklaters
One Silk Street
One Financial Place
London EC2Y 8HQ
United Kingdom

Dear Ms. Rentoul:

This is in response to your letter dated October 25, 2005. A copy of that letter is attached with this response. By including a copy of your correspondence, we avoid having to repeat or summarize the facts you presented. The defined terms in this letter have the same meaning as in your letter, unless otherwise noted.

On the basis of your representations and the facts presented, but without necessarily concurring in your analysis, the United States Securities and Exchange Commission (the "Commission") hereby grants an exemption from Rule 14e-5 under the Exchange Act,¹ particularly in light of the following facts:

The Offer is required to be conducted in accordance with the Takeover Rules;
 
• Skandia, a public limited insurance company incorporated under the laws of Sweden, is a "foreign private issuer," as defined in Rule 3b-4(c) under the Exchange Act; and
   
• Any purchases outside the Offer by the Prospective Purchasers will be subject to the Takeover Rules.
   

The Commission grants this exemption from Rule 14e-5 under the Exchange Act to permit the Prospective Purchasers to purchase or arrange to purchase Skandia Shares otherwise than pursuant to the Offer, subject to the following conditions:

1. No purchases or arrangements to purchase, directly or indirectly, of Skandia Shares or any securities that are immediately convertible into, exchangeable for, or exercisable for Skandia Shares, otherwise than pursuant to the Offer, will be made in the United States;
    
2. Disclosure of the possibility of purchases of Skandia Shares by the Prospective Purchasers, otherwise than pursuant to the Offer, will be included prominently in the Offer Document;
    
3. The Prospective Purchasers shall disclose in the United States information regarding purchases of Skandia Shares otherwise than pursuant to the Offer, to the extent such information is made public in Sweden pursuant to Swedish law;
    
4. The Prospective Purchasers shall comply with any applicable rules in Sweden, including the Takeover Rules and SSE Rules;
    
5. Upon request of the Division, the Prospective Purchasers shall disclose to it a daily time-sequenced schedule of all purchases of Skandia Shares made by any of them during the Offer, on a transaction-by-transaction basis, including: (i) a description of the size, broker (if any), time of execution and purchase price; and (ii) if not executed on the Stockholm Stock Exchange, the exchange, quotation system or other facility through which the purchase occurred;
    
6. Upon the request of the Division, the Prospective Purchasers shall transmit the information specified in paragraphs (e)(i) and (e)(ii) above to the Division at its offices in Washington, D.C. within 30 days of its request;
    
7. The Prospective Purchasers shall retain all documents and other information required to be maintained pursuant to this exemption for a period of not less than two years from the date of the termination of the Offer;
    
8. Representatives of the Prospective Purchasers shall be made available (in person at the offices of the Division in Washington, D.C. or by telephone) to respond to inquiries of the Division relating to their records; and
    
9. Except as otherwise exempted herein, the Prospective Purchasers shall comply with Rule 14e-5.
    

The foregoing exemption from Rule 14e-5 under the Exchange Act does not apply to purchases or arrangements to purchase Skandia Shares prior to this exemption being granted, is based solely on your representations and the facts presented, and is strictly limited to the application of this rule to the proposed transactions. Such transactions should be discontinued, pending presentation of the facts for our consideration, in the event that any material change occurs with respect to any of those facts or representations.

In addition, we direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act and Rule 10b-5 thereunder. The participants in the Offer must comply with these and any other applicable provisions of the federal securities laws. The Division expresses no view with respect to any other questions that the proposed transactions may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the proposed transactions.

Endnotes

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¹You have not requested, and we express no view, as to the availability of the exemption from registration provided by Section 4(2) under the Securities Act for the Offer in the United States.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/marketreg/mr-noaction/oldmutual102605.htm