6 External Auditors’ Statement

To the Board of Directors of
Swiss Life Holding AG
General-Guisan-Quai 40
8002 Zürich

Report of the Auditor on Embedded Value Report 2009

As requested, we have audited the accompanying Embedded Value Report 2009 of Swiss Life Group for the period ended 31 December 2009. The Embedded Value Report has been prepared in accordance with the Market Consistent Embedded Value (“MCEV”) Principles issued in June 2008 and amended in October 2009 by the European Insurance CFO Forum as described in Section 1.

The Board of Directors of Swiss Life Holding AG is responsible for the preparation of the Embedded Value Report in accordance with the MCEV Principles as described in Section 1. Our responsibility is to express an opinion on the Embedded Value Report based on our audit.

We conducted our audit in accordance with Swiss Auditing Standards and with the International Standards on Auditing. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the Embedded Value Report is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures of the Embedded Value Report. An audit also includes assessing the principles used, significant estimates made by management, as well as evaluating the overall presentation of the Embedded Value Report. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the Embedded Value Report at 31 December 2009 has been properly prepared on the basis of the MCEV Principles. Without qualifying our opinion, we draw your attention to the fact that areas of non-compliance with the guidance underlying the MCEV Principles have been disclosed by Swiss Life Holding AG in accordance with G1.4 of the MCEV Principles.

This report has been prepared solely for the Board of Directors of Swiss Life Holding AG in accordance with the terms of our engagement letter. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown except where explicitly agreed by our prior consent in writing. This report does not extend to any financial statements of Swiss Life Holding AG.

PricewaterhouseCoopers AG

Peter Lüssi
Michael Köhler

Audit expert

Zurich, 22 March 2010