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Swiss Life Insurance and Pension Company (Incorporated in Switzerland with Limited Liability)

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Swiss Life Insurance and Pension Company (Incorporated in Switzerland with Limited Liability) Prospectus Fiduciary issue by J.P. Morgan Bank Luxembourg S.A. to fund a loan to be made by it to A13.4.1 Swiss Life Insurance and Pension Company (incorporated in Switzerland with limited liability) ¤350,000,000 Fixed/Floating Rate Subordinated Perpetual Notes The issue price of the ¤350,000,000 Fixed/Floating Rate Subordinated Perpetual Notes (the “Notes”) is 99.423 per cent. of their A13.4.2 principal amount. The Notes will be issued by J.P. Morgan Bank Luxembourg S.A. (the “Fiduciary”) (for further details see “The Fiduciary Contract”) on a fiduciary basis pursuant to the Law of 27 July 2003 of the Grand Duchy of Luxembourg on trusts and A13.4.3 fiduciary contracts, in order to fund a step-up subordinated perpetual loan in an aggregate principal amount of ¤350,000,000 (the “Loan”) to be made by the Fiduciary to Swiss Life Insurance and Pension Company (“Swiss Life/Rentenanstalt”) (for further details A9.4.1.1 see “Description of Swiss Life/Rentenanstalt”). The Loan will be made on 16 November 2005 under a loan agreement dated 14 November 2005 (the “Loan Agreement”) entered into between Swiss Life/Rentenanstalt and the Fiduciary, subject to the Fiduciary having received the proceeds from the issue of the Notes. The Loan will be made by the Fiduciary in its own name to Swiss Life/Rentenanstalt, but at the sole risk and for the sole benefit of the holders of the Notes (the “Noteholders”). Payments under the Loan and under the Notes will be made free and clear of, and without withholding or deduction for, any taxes imposed by the Grand A13.4.15 Duchy of Luxembourg (“Luxembourg”) or Switzerland, to the extent described under “Terms and Conditions of the Notes - Taxation”. Swiss Life/Rentenanstalt may, under certain circumstances repay the Loan in full on 16 November 2015 or on any interest payment date thereafter. In addition, in the event of certain changes affecting Luxembourg or Swiss taxation, Swiss Life/Rentenanstalt may, under certain circumstances, repay the Loan in full. In the event of either such repayment, the Fiduciary will redeem the Notes A13.4.9 in whole at their principal amount, together with accrued interest to the date of redemption and any additional amounts. See “Terms and Conditions of the Notes – Redemption, Purchase and Cancellation”. The Notes have no fixed maturity date and are not otherwise redeemable at the option of the Noteholders or at the option of the Fiduciary. The Notes evidence a fiduciary contract between the Fiduciary and the Noteholders (the “Fiduciary Contract”) under the terms of which the Fiduciary undertakes to account to the Noteholders for all payments of principal and interest received by it in respect of the Loan and which are attributable to the Notes and to act generally in such manner as to give effect to the terms and conditions of the A9.3.1 Notes (the “Conditions”), but has no other payment obligations to the Noteholders. See “Terms and Conditions of the Notes”. The A13.2 Fiduciary’s payment obligations under the Notes are conditional upon the due performance by Swiss Life/Rentenanstalt of its obligations in respect of the Loan under the Loan Agreement. The Notes do not constitute direct debt obligations of the Fiduciary. The Noteholders have no direct right of action against Swiss Life/Rentenanstalt to enforce their rights under the Notes or the obligations of Swiss Life/Rentenanstalt under the Loan Agreement. See “Terms and Conditions of the Notes – Enforcement”. By purchasing Notes, the Noteholders will be deemed to have acknowledged and agreed to the terms of the Fiduciary Contract. PARTICULAR ATTENTION IS DRAWN TO THE SECTION ENTITLED “RISK FACTORS” ON PAGES 5 TO 20 BELOW, WHICH DISCUSSES CERTAIN FACTORS TO BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE NOTES. This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the “CSSF”), which is the competent Luxembourg authority for the purposes of Directive 2003/71/EC (the “Prospectus Directive”) and of the relevant Luxembourg implementing measures, as being a prospectus issued in compliance with the Prospectus Directive and the relevant Luxembourg A9.3.1 implementing measures for the purpose of giving information with regard to the issue of the Notes. The Prospectus will be published on the website of the Luxembourg Stock Exchange. An application has been made to admit the Notes to listing on the Luxembourg Stock Exchange and to trading on the regulated A13.5.1 market of the Luxembourg Stock Exchange. The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws, and they are subject to United States tax law requirements. The Notes are being offered outside the United States by the Lead Manager (as defined in “Subscription and Sale”) in accordance with Regulation S under the Securities Act (“Regulation S”), and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes will be in bearer form, in the denomination of ¤50,000 each. They will initially be in the form of a temporary global note A13.4.4 (the “Temporary Global Note”), in bearer form and without interest coupons or a talon attached, which will be deposited on or around 16 November 2005 (the “Closing Date”) with a common depositary for Euroclear Bank, S.A./N.V. as operator of the Euroclear A13.4.5 System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). The Temporary Global Note will be exchangeable, in whole or in part, for interests in a permanent global note (the “Permanent Global Note”), also in bearer form and without interest coupons or a talon attached, not earlier than 40 days after the Closing Date upon certification as to non-U.S. beneficial ownership. Interest payments in respect of the Notes cannot be collected without such certification of non-U.S. beneficial ownership. The Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Notes in definitive form in the denomination of ¤50,000 each and with interest coupons and one talon attached. See “Summary of Provisions relating to the Notes while in Global Form”. JPMorgan 14 November 2005 Swiss Life/Rentenanstalt confirms that (i) this Prospectus contains all information with respect to Swiss Life/Rentenanstalt, to Swiss Life/Rentenanstalt and its subsidiaries (together, “Swiss Life”) and to the group of consolidated undertakings of which the parent company is Swiss Life Holding and in which Swiss Life/Rentenanstalt is a principal subsidiary (the “Swiss Life Group”), together with all information in respect of the Loan and the Notes, which is material in the context of the issue and offering of the Notes (including all information required by applicable laws and all information which, according to the particular nature of Swiss Life/Rentenanstalt, the Loan and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of Swiss Life/Rentenanstalt and of the rights attaching to the Loan and the Notes); (ii) the statements contained in this Prospectus are in every material respect true and accurate and not misleading; (iii) the opinions and intentions expressed in this Prospectus with regard to Swiss Life/Rentenanstalt, Swiss Life and the Swiss Life Group are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions; (iv) there are no other facts in relation to Swiss Life/Rentenanstalt, Swiss Life or the Swiss Life Group, or the Loan or the Notes, the omission of which would, in the context of the issue and offering of the Notes, make any statement in this Prospectus misleading; and (v) all reasonable enquiries have been made by Swiss Life/Rentenanstalt to ascertain or verify the foregoing. Swiss Life/Rentenanstalt accepts responsibility for the information contained in this document. To the best of the knowledge of Swiss Life/Rentenanstalt, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Where information has been sourced from a third party, this information has been accurately reproduced, the source has been stated and, so far as Swiss Life/Rentenanstalt is aware and is able to ascertain from information published by the third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Information regarding the Fiduciary in the first paragraph of “The Fiduciary Contract” has been sourced from the Fiduciary. Neither the Fiduciary nor the Lead Manager makes any representation or warranty, express or implied, as to the accuracy or completeness of the information in this Prospectus. Each person receiving this Prospectus acknowledges that such person has not relied on the Fiduciary or the Lead Manager or any person affiliated with the Fiduciary or the Lead Manager in connection with its investigation of the accuracy of such information or its investment decision. Each person contemplating making an investment in the Notes must make its own investigation and analysis of the creditworthiness of Swiss Life/Rentenanstalt and its own determination of the suitability of any such investment, with particular reference to its own investment objectives and experience and any other factors which may be relevant to it in connection with such investment.
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