Notes to the Financial Statements

Accounting Rules

Assets and liabilities are stated in the balance sheet in accordance with the provisions of the Swiss Code of Obligations (CO).

Explanations on the Balance Sheet and Statement of Income

Participations

31.12.2008

31.12.2007

Currency

Authorised
share
capital
in 1000

Direct share

Currency

Authorised
share
capital
in 1000

Direct share

Banca del Gottardo, Lugano

–

CHF

70 000

100.0%

Swiss Life/Rentenanstalt, Zurich

CHF

587 350

100.0%

CHF

587 350

100.0%

Swiss Life Beteiligungs GmbH, Hanover

EUR

100.0%

EUR

100.0%

Swiss Life Intellectual Property Management AG, Zurich

CHF

250

100.0%

CHF

250

100.0%

Swiss Life International Holding AG, Zurich

CHF

1 000

100.0%

CHF

1 000

100.0%

Swiss Life Investment Management Holding, Zurich

CHF

50 000

100.0%

CHF

50 000

100.0%

Swiss Life Products (Luxembourg) S.A. (formerly Pulse S.A.), Strassen

EUR

35 031

100.0%

EUR

100.0%

Swiss Life Selection AG

CHF

250

100.0%

–

LOANS TO GROUP COMPANIES | CHF 191 million of the loans to Group companies is classified as subordinated.

Major shareholders | The following shareholders hold over 5% of Swiss Life Holding’s share capital:

As % of total share capital	31.12.2008	31.12.2007

Carsten Maschmeyer & Sons	5.56%	–

Share capital | As at 31 December 2008, the share capital of Swiss Life Holding consisted of 35 084 554 fully-paid shares with a par value of CHF 17 each. In exercising voting rights, no shareholder can collect more than 10% of the total share capital directly or indirectly in respect of their own shares and those they represent. As at 31 December 2007, Swiss Life Holding had 34 960 439 registered shares with a par value of CHF 34 per share. Conditional share capital was CHF 40 109 562 as at 31 December 2008 (2007: CHF 84 439 034).

Legal reserves | Legal reserves comprise the general reserves (plus the additional paid-in capital in excess of the par value, net of transaction costs) and the reserve for treasury shares (equivalent in value to own Swiss Life Holding shares held by the Swiss Life Group).

Free reserves and retained earnings | Free reserves and retained earnings contain accumulated retained earnings which have not been distributed to the shareholders, or which have not been allocated to the reserve for treasury shares.

Issuance of convertible debt in 2004 | On 10 June 2004 Swiss Life Holding issued CHF 317 million in 0.625% convertible bonds (2004 to 2010) convertible into Swiss Life Holding registered shares. The conversion price is currently CHF 200.20.

In 2008, convertible bonds of CHF 25 961 000 were converted into 124 115 Swiss Life Holding shares with a corresponding increase of share capital and share premium.

Treasury shares | In the year under review the companies in the Swiss Life Group purchased a total of 3 083 540 Swiss Life Holding shares at an average price of CHF 230.61. In the same period, they sold 617 876 shares at an average price of CHF 215.53. As at 31 December 2008, the Swiss Life Group held 4 619 466 of its treasury shares.

Personnel expenses | No direct staff costs are included under operating expenses.

Contingencies | Swiss Life Holding acts as warrantor for all Swiss Life/Rentenanstalt liabilities with regard to the various tranches of the subordinated perpetual step-up loan (hybrid debt), which amounted to an equivalent value of CHF 2316 million at the balance sheet date.

Swiss Life Holding further gives a capital guarantee for a maximum net asset value of CHF 300 million to Swiss Life Funds.

Statement of changes in equitY for the years ended 31 December

In CHF million	2008	2007


Share capital

Balance as at 1 January	1 189	1 385

Reduction in par value	–596	–245

Converted Swiss Life Holding shares	3	49

Total share capital	596	1 189


Legal reserves
General reserves

Balance as at 1 January	1 117	918

Converted Swiss Life Holding shares	22	199

Total general reserves	1 139	1 117


Reserve for treasury shares

Balance as at 1 January	618	66

Reserve for treasury shares	549	552

Total reserve for treasury shares	1 167	618

Total legal reserves	2 306	1 735


Free reserves

Balance as at 1 January	216	508

Allocation to free reserves	335	250

Reserve for treasury shares (incl. reduction in par value)	–508	–542

Total free reserves	43	216


Profit shown in the balance sheet

Balance as at 1 January	338	253

Allocation to free reserves	–335	–250

Net profit	1 921	335

Total profit shown in the balance sheet	1 924	338



Total equity	4 869	3 478

RISK ASSESSMENT | For information on risk assessment, please refer to Note 5 of the Swiss Life Group’s consolidated financial statements.

Disclosure of compensation to the Board of Directors and the Corporate Executive Board in accordance with the Swiss Code of Obligations (CO) Art. 663b^bis and Art. 663c

COMPENSATION IN 2008 | The specifications below take into consideration the new transparency regulations on compensation set out in the Swiss Code of Obligations (CO), Art. 663b^bis and Art. 663c, and the Directive on Information Relating to Corporate Governance issued by the SIX Swiss Exchange. Further information on compensation and benefit expenditure can be found in the Swiss Life Group’s Annual Report 2008 (Corporate Governance and Notes 24 and 31 of the Financial Statements).

The description of the compensation received by the members of the Board of Directors and the Corporate Executive Board and the tables showing the relevant amounts are based on those in the Annual Report 2007. For comparison purposes, details of the compensation for 2007, as published in the Annual Report 2007, are shown in a separate table below the compensation table for 2008.

The compensation received by each member of the Board of the Directors and the Chairman of the Corporate Executive Board (Group CEO) is disclosed individually. In view of the fact that Rolf Dörig held the positions of Group CEO until the Annual General Meeting of Swiss Life Holding on 8 May 2008 and Delegate of the Board following his election to the Board of Directors, his compensation in the period under review is shown in its entirety under the compensation to the Corporate Executive Board. As, during the year under review, the position of Group CEO was transferred, as of 9 May 2008, to Corporate Executive Board member Bruno Pfister, who was previously CEO International, the compensation to Bruno Pfister, as the new Group CEO, is also reported individually for the 2008 financial year.

COMPENSATION POLICY PRINCIPLES | Pursuant to the Organisational Regulations, the Board of Directors as a whole is responsible for establishing the guidelines on the Group’s compensation policy (incl. bonuses, equity compensation plans and share option plans) and with regard to employee benefits. The compensation policy underpins the performance culture required by the corporate strategy and forms part of the HR policy. The aim is to retain well-qualified employees and gain new, highly skilled staff. The compensation system is to be competitive and in line with the market environment. The overall compensation takes into account the employees’ professional skills, commitment and personal performance. Individual compensation is made up of a basic salary and variable short-, medium- and long-term salary components as well as contributions to retirement and risk insurance. The basic salary is determined according to the employee’s function and skill-set, and is annually reassessed and adjusted if appropriate. The variable salary components are linked to the strategic objectives of the Group and the individual divisions and the associated financial and HR-related targets. Personal performance and target achievement are assessed annually in the employee appraisal procedure implemented throughout the Group (Group Performance System) and taken into consideration when applying the defined compensation policy.

PRACTICE AND PROCEDURE | Pursuant to the Organisational Regulations, the Board of Directors as a whole is responsible for determining the level and make-up of compensation for its members, whereas the Chairman’s Committee, in its capacity as a Compensation Committee, is responsible for putting forward corresponding proposals. The Board of Directors also establishes the guidelines for the company’s compensation policy. In doing so, it takes into consideration the compensation policies of other organisations of comparable size and in comparable industries, drawing its findings from publicly available information and, as necessary, studies by external experts. Based on these guidelines, the Chairman’s Committee determines the compensation for the individual members of the Corporate Executive Board and informs the entire Board of Directors accordingly.

COMPENSATION TO MEMBERS OF THE BOARD OF DIRECTORS | Compensation remitted to members of the Board of Directors in the year under review comprised the basic compensation, additional compensation in cash and a variable compensation component in shares. The basic compensation covers membership of the Board of Directors of Swiss Life Holding and its subsidiary Swiss Life/Rentenanstalt as well as membership of the individual Board Committees. The additional compensation in cash is commensurate to the function and workload and is determined annually by the Board of Directors. If Swiss Life Group’s business operations have proved successful, a further, variable compensation component is remitted in the form of Swiss Life Holding shares, decided upon by the Board of Directors taking into consideration the business result. The shares are allocated at economic value, which is equal to the tax value, taking a blocking period of three years into account.

As Chairman of the Board, Bruno Gehrig is affiliated to the employee benefits institutions of Swiss Life for the purpose of occupational provisions. This also applies to Rolf Dörig in his role as Delegate of the Board of Directors, a position he has held since 9 May 2008 following his election to the Board. No such affiliation exists for other members of the Board of Directors; no contributions have been made on their behalf.

Compensation to members of the Corporate Executive Board | The compensation remitted to members of the Corporate Executive Board comprises the salary, a variable bonus in cash, other compensation (child allowances, allowance for years of service, company cars, premium contributions to 3^rd-pillar pension plans) and variable compensation in the form of shares. The salary is determined annually by the Chairman’s Committee in its capacity as Compensation Committee, taking into account the individual member’s function-related responsibility and workload. If the Group’s business operations have proved successful, a variable cash bonus and variable compensation in the form of shares is added, decided upon by the Chairman’s Committee under consideration of the personal target achievement of the members of the Corporate Executive Board.

As part of the compensation policy, a long-term equity compensation plan was introduced in 2004 for members of the Corporate Executive Board and other senior management members of the Swiss Life Group. Under this programme, participants have been granted future subscription rights to Swiss Life Holding shares in the form of Performance Share Units (PSUs) since 2005. These subscription rights entitle them to receive Swiss Life Holding shares free of charge after a period of three years insofar as the relevant conditions have been satisfied.

Pursuant to the regulations of the 2007 and 2008 equity compensation plans, two objective performance criteria have been defined, each weighted at 50%. Depending on the fulfilment of the two performance criteria within the three-year period, the number of PSUs can increase by up to a factor of 1.5 or drop to zero. The first criterion is the Total Shareholder Return on the Swiss Life Holding share (TSR Swiss Life Holding), requiring a performance of over 20% for a subscription right to share allocation to arise after three years. The second criterion involves a comparison of the Swiss Life Holding share’s TSR with the TSRs of the shares of the companies included in the Dow Jones STOXX 600 Insurance Index (TSR Outperformance). A subscription right arises if the performance on expiry of the three-year term is above the first quartile in comparison with the companies in question.

Image: Performance criteria

The number of PSUs entitling the participant to receive shares after the three-year term is determined in accordance with the table above as follows: One half of the PSUs allocated is multiplied by the factor resulting from the TSR Swiss Life Holding target achievement, and the other half by the factor resulting from the TSR Outperformance target achievement. The factor equals 1, i.e. 100%, if a performance of 30% is attained for the first performance criterion, the TSR Swiss Life Holding. Interim values are determined by linear interpolation. In the case of TSR Outperformance, the second performance criterion, the factor is 1, i.e. 100%, if the TSR Swiss Life Holding is equal to the median of the benchmark index (Dow Jones STOXX 600 Insurance Index). Here, too, interim values are determined by linear interpolation. The results (factor TSR Swiss Life Holding multiplied by one half of the PSUs and the factor TSR Outperformance multiplied by the other half) are added up. The sum is the number of PSUs, which translates into an entitlement to an equal number of Swiss Life Holding shares.

The value of the PSUs allocated equals the fair value as at 1 April of the year of allocation. It is determined by an independent consultancy company.

Personnel changes to the Board of Directors and the Corporate Executive Board in 2008 | There were no resignations from the Board of Directors in the period under review. Within the context of succession planning at Board of Director and Corporate Executive Board level, Rolf Dörig was elected to the Board of Directors of Swiss Life Holding as an additional member on 8 May 2008.

Various personnel changes occurred in the Corporate Executive Board vis-à-vis the previous year. Bruno Pfister was appointed Group CEO with effect from 9 May 2008. On the same date, Manfred Behrens, CEO Germany, became a member of the Corporate Executive Board. He assumed the position of Co-CEO of AWD on 1 September 2008. CEO France, Charles Relecom, and the new CEO Germany, Klaus Leyh, joined the Corporate Executive Board on 1 July 2008 and 1 October 2008, respectively. Paul Müller handed over his position as CEO Switzerland to Ivo Furrer as of 1 September 2008. The Corporate Executive Board, including Rolf Dörig as Group CEO, thus consisted of up to ten members during the period under review (2007: six members).

Adjustment of compensation with regard to the 2008 financial year | Shares were allocated to the members of the Board of Directors in 2008 as part of the basic compensation and also as a variable compensation component relating to the 2007 financial year performance.

For the 2008 financial year, no variable compensation in shares will be paid to the members of the Board of Directors.

The compensation in cash received by the members of the Corporate Executive Board in the period under review includes a cash bonus of CHF 4 700 000 for the 2007 financial year, which was paid out in 2008. Furthermore in 2008 the members of the Corporate Executive Board were allotted a total of 7 724 shares, with a three-year blocking period, as a variable compensation component for the 2007 financial year performance.

For the 2008 financial year, no cash bonus and no variable compensation in shares will be paid to the members of the Corporate Executive Board.

Compensation to the Board of Directors in 2008 | For comparison purposes, the corresponding details of the compensation for 2007, as published in the Annual Report 2007, are shown in a separate table below the compensation table for 2008.

	Compensation in cash			Compensation in shares¹			Expenditure for occupational provisions

Amounts in CHF	Basic compen- sation	Additional compen- sation	Total compen- sation in cash	Number	Amount	Total compen- sation in cash and shares (amount)	Regular contributions	²	Extra- ordinary contri- butions	Aggregate total (amount)	³

Bruno Gehrig, Chairman of the Board of Directors	555 000	100 000	655 000	385	89 218	744 218	104 827			849 045

Gerold Bührer	128 000	110 000	238 000	441	63 764	301 764

Volker Bremkamp	96 000	30 000	126 000	301	40 968	166 968

Paul Embrechts	72 000	10 000	82 000	218	28 972	110 972

Rudolf Kellenberger	104 000	10 000	114 000	312	41 108	155 108

Henry Peter	72 000	10 000	82 000	218	28 972	110 972

Peter Quadri	72 000	10 000	82 000	218	28 972	110 972

Pierfranco Riva	72 000	10 000	82 000	218	28 972	110 972

Franziska Tschudi	72 000	10 000	82 000	218	28 972	110 972

Rolf Dörig⁴
Group CEO until 08.05.2008, BoD Delegate from 09.05.2008

Total Board of Directors	1 243 000	300 000	1 543 000	2 529	379 918	1 922 918	104 827			2 027 745

1 The compensation in shares was, on the one hand, part of the basic compensation (in total 1 518 shares) and, on the other, a variable compensation component in shares for the 2007 financial year, allocated in 2008 (in total 1 011 shares). The allocation of shares was effected on 31.03.2008, 24.06.2008 and 16.12.2008 at economic value, which is equal to the tax value (CHF 231.7351, CHF 227.7469 and CHF 60.4526 respectively), taking into account a blocking period of three years. The share prices (closing prices) on the days of allocation were CHF 276.00, CHF 271.25 and CHF 72.00 respectively. No variable compensation component in shares will be allocated for the 2008 financial year.
2 Pursuant to the pension fund regulations, occupational provisions are financed by the employer and the employee at a ratio of 2/3 to 1/3.
3 All contributions are gross contributions, i.e. they include employee contributions to AHV/IV/ALV. Employer contributions to AHV/IV/ALV amounted to a total of CHF 96 047 in the year under review.
4 The 2008 compensation to Rolf Dörig, as Group CEO and BoD Delegate, is disclosed in its entirety under the compensation for the Corporate Executive Board members (see tables below).

Compensation to the Board of Directors in 2007

	Compensation in cash			Compensation in shares¹			Expenditure for occupational provisions

Amounts in CHF	Basic compen- sation	Additional compen- sation	Total compen- sation in cash	Number	Amount	Total compen- sation in cash and shares (amount)	Regular contributions	²	Extra- ordinary contri- butions	Aggregate total (amount)	³

Bruno Gehrig, Chairman of the Board of Directors	555 000	100 000	655 000	312	79 898	734 898	197 992		652 961	1 585 851

Gerold Bührer	128 000	110 000	238 000	235	60 187	298 187

Volker Bremkamp	96 000	30 000	126 000	152	38 937	164 937

Paul Embrechts	72 000	10 000	82 000	108	27 653	109 653

Rudolf Kellenberger	104 000	10 000	114 000	153	39 199	153 199

Henry Peter	72 000	10 000	82 000	108	27 653	109 653

Peter Quadri	72 000	10 000	82 000	108	27 653	109 653

Pierfranco Riva	72 000	10 000	82 000	108	27 653	109 653

Franziska Tschudi	72 000	10 000	82 000	108	27 653	109 653

Total Board of Directors	1 243 000	300 000	1 543 000	1 392	356 486	1 899 486	197 992		652 961	2 750 439

1 The allocation of shares was effected on 30.03.2007, 25.06.2007 and 17.12.2007 at economic value, which is equal to the tax value (CHF 256.0841, CHF 270.5675 and CHF 243.2798 respectively), taking into account a blocking period of three years. The share prices (closing prices) on the days of allocation were CHF 305.00, CHF 322.25 and CHF 289.75 respectively.
2 Regular annual employer contribution of CHF 99 492 and subsequent contribution of CHF 98 500. Pursuant to the regulations, occupational provisions are financed by the employer and employee at a ratio of 2/3 to 1/3.
3 All contributions are gross contributions, i.e. they include employee contributions to AHV/IV/ALV. Employer contributions to AHV/IV/ALV amounted to a total of CHF 170 134 in the year under review.

Compensation to the Corporate Executive Board in 2008 | For comparison purposes, the corresponding details of the compensation for 2007, as published in the Annual Report 2007, are shown in a separate table below the compensation table for 2008.

Compensation in cash

Compensation in shares for 2007⁴

Amounts in CHF

Salary

Bonus for
2007 paid
in 2008

Other
compen-
sation

Total
compen-
sation
in cash

Number

Amount

Total
compen-
sation
in cash
and shares
(amount)

Rolf Dörig¹

1 525 000

1 250 000

96 806

2 871 806

1 905

441 455

3 313 261

Group CEO until 08.05.2008, BoD Delegate from 09.05.2008

Bruno Pfister

1 000 000

850 000

53 193

1 903 193

1 587

367 764

2 270 957

CEO International until 08.05.2008, Group CEO from 09.05.2008

Other members of Corporate Executive Board⁵

3 908 057

2 600 000

260 893

6 768 950

4 232

980 703

7 749 653

Total Corporate Executive Board

6 433 057

4 700 000

410 892

11 543 949

7 724

1 789 922

13 333 871

1 Group CEO until 08.05.2008, BoD Delegate from 09.05.2008. Salary / compensation in cash was fixed at CHF 1 200 000 per year for the position of BoD Delegate.

2 The bonus paid in 2008 relates to the 2007 financial year. No bonus will be paid for the 2008 financial year.

3 Child allowances (CHF 12 830), allowances for years of service (CHF 31 570), company cars (CHF 110 221), premium contributions to 3rd-pillar pension plans (CHF 174 401), other (CHF 81 870), each in total.

4 The allocation of the shares for the 2007 financial year was effected on 31.03.2008 at economic value, which is equal to the tax value (CHF 231.7351), taking into account a blocking period of three years. The share price on the day of allocation was CHF 276.00. No variable compensation in shares will be paid out for the 2008 financial year.

5 Eight individuals were taken into account in the period under review. Compensation for 2008 membership in the Corporate Executive Board is given on a pro-rata basis for Manfred Behrens, Charles Relecom, Paul Müller, Ivo Furrer and Klaus Leyh.

	Expenditure for occupational provisions

Amounts in CHF	Regular contributions	⁶	Extra- ordinary contri- butions	Aggregate total compen- sation in cash and in shares and occupa- tional provisions expense (amount)	⁸

Rolf Dörig	195 656			3 508 917
Group CEO until 08.05.2008, BoD Delegate from 09.05.2008

Bruno Pfister⁷	755 148			3 026 105
CEO International until 08.05.2008, Group CEO from 09.05.2008

Other members of Corporate Executive Board	813 420			8 563 073

Total Corporate Executive Board	1 764 224			15 098 095

6 Regular annual employer contribution and subsequent contributions. Pursuant to the regulations, occupational provisions are financed by the employer and employee at a ratio of 2/3 to 1/3.
7 Regular contribution of CHF 156 648 and a subsequent contribution of CHF 598 500 in accordance with the pension fund regulations due to the increase in the insured income.
8 All contributions are gross contributions, i.e. they include employee contributions to AHV/IV/ALV. Employer contributions to AHV/IV/ALV amounted to a total of CHF 1 223 286 in the year under review.

	Performance Share Units (PSU)^{11, 12}

Amounts in CHF	Number	Amount	Aggregate total incl. PSUs (amount)	¹³

Rolf Dörig⁹	–	–	3 508 917
Group CEO until 08.05.2008, BoD Delegate from 09.05.2008

Bruno Pfister¹⁰	5 924	1 062 173	4 088 278
CEO International until 08.05.2008, Group CEO from 09.05.2008

Other members of Corporate Executive Board	17 771	3 186 341	11 749 414

Total Corporate Executive Board	23 695	4 248 514	19 346 609

9 In 2008 no PSUs were allocated to Rolf Dörig as a result of his transfer from the Corporate Executive Board to the Board of Directors. Disregarding the cash bonus paid for the 2007 financial year and the variable compensation in shares, the total compensation paid to Rolf Dörig for 2008 amounted to CHF 1 817 462.
10 Disregarding the cash bonus paid for the 2007 financial year and the variable compensation in shares, the total compensation paid to Bruno Pfister for 2008 amounted to CHF 2 870 514.
11 The PSUs represent future subscription rights that entitle the individuals concerned to receive Swiss Life Holding shares after a period of three years, provided the relevant conditions are then met. Depending on the fulfilment during the three-year term of the two performance criteria defined, the number of PSUs can increase by a factor of 1.5 or drop to zero.
12 The allocation of PSUs as at 01.04.2008 was effected at a fair value of CHF 179.30, as calculated by an independent consultancy firm.
13 Including a cash bonus for 2007, paid in 2008, and a variable compensation component in shares for 2007, paid in 2008. For the 2008 financial year, no cash bonus and no variable compensation in shares will be paid to the members of the Corporate Executive Board.

Compensation to the Corporate Executive Board in 2007

Compensation in cash

Compensation in shares²

Amounts in CHF

Salary

Bonus for
2006 paid
in 2007

Other
compen-
sation

Total
compen-
sation
in cash

Number

Amount

Total
compen-
sation
in cash
and shares
(amount)

Rolf Dörig, Group CEO

1 980 000

1 450 000

80 001

3 510 001

1 554

447 143

3 957 144

Other members of Corporate Executive Board³

2 588 400

3 350 000

123 842

6 062 242

4 671

1 344 020

7 406 262

Total Corporate Executive Board

4 568 400

4 800 000

203 843

9 572 243

6 225

1 791 163

11 363 406

1 Child allowances (CHF 12 840), allowances for years of service (CHF 10 938), company cars (CHF 50 056), premium contributions to 3rd-pillar pension plans (CHF 130 009), each in total.

2 The allocation of the shares was effected as at 30.03.2007 at economic value, which is equal to the tax value (CHF 287.7370), taking into account a blocking period of one year. The share price (closing price) on the day of allocation was CHF 305.00.

3 Five individuals were considered in the period under review.

	Expenditure for occupational provisions

Amounts in CHF	Regular contributions	⁴	Extra- ordinary contri- butions	Aggregate total compen- sation in cash and in shares and occupa- tional provisions expense (amount)	⁵

Rolf Dörig, Group CEO	238 856			4 196 000

Other members of Corporate Executive Board	587 089			7 993 351

Total Corporate Executive Board	825 945			12 189 351

4 Regular annual employer contribution and subsequent contributions. Pursuant to the regulations, occupational provisions are financed by the employer and employee at a ratio of 2/3 to 1/3.
5 All contributions are gross contributions, i.e. they include employee contributions to AHV/IV/ALV. Employer contributions to AHV/IV/ALV amounted to a total of CHF 579 310 in the year under review.

	Performance Share Units (PSU)^{6, 7}

Amounts in CHF	Number	Amount	Aggregate total incl. PSUs (amount)

Rolf Dörig, Group CEO	6 717	1 270 991	5 466 991

Other members of Corporate Executive Board	17 727	3 354 303	11 347 654

Total Corporate Executive Board	24 444	4 625 294	16 814 645

6 The PSUs represent future subscription rights that entitle the individuals concerned to receive Swiss Life Holding shares after a period of three years, provided the relevant conditions are then met. Depending on the fulfilment during the three-year term of the two performance criteria defined, the number of PSUs can increase by a factor of 1.5 or drop to zero.
7 The allocation of PSUs as at 01.04.2007 was effected at a fair value of CHF 189.22, as calculated by an independent consultancy firm.

Share ownership / Participation rights as at 31.12.2008 | As at the balance sheet date, current members of the Board of Directors and Corporate Executive Board (including closely linked parties) held the following number of registered Swiss Life Holding shares and future subscription rights to Swiss Life Holding shares in the form of Performance Share Units (PSUs).

Board of directors

Number		31.12.2008

		SLH shares

Bruno Gehrig, Chairman of the Board of Directors		2 021

Gerold Bührer		2 166

Volker Bremkamp		1 043

Paul Embrechts		776

Rudolf Kellenberger		1 022

Henry Peter		1 856

Peter Quadri		1 556

Pierfranco Riva		3 181

Franziska Tschudi		776

Rolf Dörig¹
Group CEO until 08.05.2008, BoD Delegate from 09.05.2008

Total Board of Directors		14 397

1 Share ownership and the number of PSUs are shown in their entirety under the relevant details for the Corporate Executive Board (see tables below).

Corporate Executive board

Number		31.12.2008

		SLH shares

Rolf Dörig		28 607
Group CEO until 08.05.2008, BoD Delegate from 09.05.2008

Bruno Pfister		8 841
CEO International until 08.05.2008, Group CEO from 09.05.2008

Manfred Behrens		698

Patrick Frost		1 615

Ivo Furrer		–

Reto Himmel		2 010

Klaus Leyh		53

Thomas Müller		1 065

Charles Relecom		–

Total Corporate Executive Board		42 889

Number	31.12.2008

	Performance Share Units (PSUs) as future subscription rights to SLH shares	¹

Rolf Dörig	13 870
Group CEO until 08.05.2008, BoD Delegate from 09.05.2008

Bruno Pfister	17 483
CEO International until 08.05.2008, Group CEO from 09.05.2008

Manfred Behrens	4 263

Patrick Frost	6 610

Ivo Furrer	1 975

Reto Himmel	11 258

Klaus Leyh	373

Thomas Müller	7 543

Charles Relecom	1 502

Total Corporate Executive Board	64 877

1 Total number of PSUs allocated in the years 2006, 2007 and 2008 in connection with the relevant equity compensation plan. The PSUs represent future subscription rights that entitle the individuals concerned to receive SLH shares after a period of three years, provided that the relevant conditions are then met. In 2008 no PSUs were allocated to Rolf Dörig as a result of his transfer from the Corporate Executive Board to the Board of Directors.

Share ownership / Participation rights as at 31.12.2007 | As at the balance sheet date, current members of the Board of Directors and Corporate Executive Board (including closely linked parties) held the following number of registered Swiss Life Holding shares and future subscription rights to Swiss Life Holding shares in the form of Performance Share Units (PSUs).

Board of directors

Number		31.12.2007

		SLH shares

Bruno Gehrig, Chairman of the Board of Directors		1 636

Gerold Bührer		1 725

Volker Bremkamp		742

Paul Embrechts		558

Rudolf Kellenberger		710

Henry Peter		1 638

Peter Quadri		1 338

Pierfranco Riva		2 963

Franziska Tschudi		558

Total Board of Directors		11 868

Corporate Executive board

Number		31.12.2007

		SLH shares

Rolf Dörig, Group CEO		12 245

Bruno Pfister		6 723

Paul Müller		6 290

Reto Himmel		903

Thomas Müller		557

Patrick Frost		557

Total Corporate Executive Board		27 275

Number	31.12.2007

	Performance Share Units (PSUs) as future subscription rights to SLH shares	¹

Rolf Dörig, Group CEO	23 508

Bruno Pfister	19 913

Paul Müller	12 847

Reto Himmel	11 808

Thomas Müller	3 594

Patrick Frost	2 661

Total Corporate Executive Board	74 331

1 Total number of PSUs allocated in the years 2005, 2006 and 2007 in connection with the relevant equity compensation plan. The PSUs represent future subscription rights that entitle the individuals concerned to receive SLH shares after a period of three years, provided that the relevant conditions are then met.