Legal & General America, Inc. Announces Tender Offer for up to $200 Million Aggregate Face Amount of Eleven Series of Potomac Trust Capital Class A Money Market Securities

ROCKVILLE, Md., Nov. 19 /PRNewswire/ -- Legal & General America, Inc. (the "Company") announced that it has commenced today a cash tender offer to purchase (the "Offer") up to $200 million aggregate principal amount of Potomac Trust Capital Class A Money Market Securities ("MM Securities") of the eleven series listed below, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 19, 2009 (the "Offer to Purchase") and the related Letter of Transmittal ("Letter of Transmittal"), for the consideration described below.

Aggregate Purchase Early Tender Total CUSIP Class A Face Amount Price Payment Consideration Number Series Outstanding (Per $10,000) (Per $10,000) (Per $10,000) ------ ------- ----------- ------------- ------------- ------------ 737714AA3 2004-I $49,130,000 $6,820 $300 $7,120 737715AA0 2004-II $49,130,000 $6,820 $300 $7,120 73771PAA6 2004-III $49,130,000 $6,820 $300 $7,120 73771QAA4 2004-IV $49,130,000 $6,820 $300 $7,120 73771RAA2 2004-V $49,130,000 $6,820 $300 $7,120 73771NAA1 2004-VI $49,130,000 $6,820 $300 $7,120 73771TAA8 2004-VII $49,130,000 $6,820 $300 $7,120 73771UAA5 2004-VIII $49,130,000 $6,820 $300 $7,120 73771VAA3 2004-IX $49,130,000 $6,820 $300 $7,120 73771WAA1 2004-X $49,130,000 $6,820 $300 $7,120 73771XAA9 2004-XI $49,130,000 $6,820 $300 $7,120

The Company is offering to pay, in respect of MM Securities accepted for purchase pursuant to the Offer that were validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on Thursday, December 3, 2009 (such date and time, as it may be extended, the "Early Tender Time"), total consideration of $7,120 per $10,000 face amount of MM Securities (the "Total Consideration"). The Total Consideration represents the sum of the purchase price of $6,820 per $10,000 face amount of MM Securities (the "Purchase Price") and the early tender payment of $300 per $10,000 face amount of MM Securities (the "Early Tender Payment"). Only MM Securities validly tendered prior to the Early Tender Time (and not validly withdrawn) will be eligible to receive the Total Consideration. The Company is offering to pay in respect of MM Securities validly tendered after the Early Tender Time and prior to midnight, New York City time, on Thursday, December 17, 2009 (as the same may be extended or earlier terminated, the "Expiration Time") only the Purchase Price, namely an amount equal to $6,820 per $10,000 face amount of MM Securities.

In addition to the Total Consideration or Purchase Price, as applicable, payable to holders whose MM Securities are purchased pursuant to the Offer, holders will be paid all accrued and unpaid interest on their MM Securities purchased pursuant to the Offer from the last interest payment date to, but not including, the settlement date for the Offer.

In the event that the principal amount of MM Securities validly tendered and not validly withdrawn prior to the Expiration Time of the Offer exceeds an aggregate of $200 million, the tendered MM Securities will be accepted for payment on a pro rata basis based on the total face amount of MM Securities validly tendered and not validly withdrawn pursuant to the Offer. Tendered MM Securities may be withdrawn at any time prior to 5:00 p.m., New York City time, on Thursday, December 3, 2009 (such date and time, as it may be extended, the "Withdrawal Deadline").

The Offer is not contingent upon the tender of any minimum principal amount of MM Securities or on obtaining financing, but the Offer is conditioned upon the satisfaction of certain conditions. Full details of the terms and conditions of the offer are included in the Company's Offer to Purchase and the related Letter of Transmittal.

Barclays Capital will serve as Dealer Manager for the Offer. Persons with questions regarding the Offer should contact Barclays Capital at (800) 438-3242 (toll-free) or (212) 528-7581 (collect). Requests for documents may be directed to Global Bondholder Services Corporation, the Information Agent, at 212-430-3774 or (866) 540-1500.

This press release is neither an offer to purchase nor a solicitation of an offer to sell the notes or any other security. The Offer is made only by the Offer to Purchase and the related Letter of Transmittal. The Offer is not being made to security holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Offer is required to be made by a licensed broker or dealer, it shall be deemed to be made by the Dealer Manager on behalf of the Company.

Forward-Looking Statements

Certain of the statements included in this press release, and other written or oral statements made from time to time by representatives of the Company, may constitute forward-looking statements. Words such as "expects," "believes," "anticipates," "includes," "plans," "assumes," "estimates," "projects," "intends" or variations of such words or similar words or expressions are generally part of forward-looking statements. Forward-looking statements are made based on current expectations and assumptions and beliefs concerning future developments and their potential effects. There can be no assurance that future developments will be those anticipated. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including without limitation: (i) general economic, market and political conditions, including the performance of financial markets, interest rate fluctuations and the continuing negative impact of the current economic environment; (ii) various domestic or international military or terrorist activities or conflicts; (iii) volatility in the securities markets; (iv) exposure to contingent liabilities; (v) investment losses and defaults; (vi) changes in claims-paying or credit ratings; (vii) competition; (viii) the impact of changing regulation or accounting practices; (ix) adverse mortality or persistency results; (x) adverse litigation results or regulatory matters; (xi) changes in tax law or insurance law or regulation; and (xii) changes in laws regulating broker-dealers and registered clearing agencies.

Consequently, such forward-looking statements should be regarded solely as the Company's current plans, estimates and beliefs. The Company does not intend, and does not undertake, any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.

About Legal & General America

The Company is a Delaware corporation established as a holding company for the U.S. insurance operations of Legal & General Group plc ("LGG"), a company organized under the laws of England and Wales. LGG is the ultimate parent of the Company and is a holding company for a group of insurance, investment management and financial services companies. The Company's primary life insurance operating subsidiary is Banner Life Insurance Company ("Banner Life"), a Maryland-domiciled stock life insurance company. Banner Life is the direct parent company of William Penn Life Insurance Company of New York, a New York-domiciled stock life insurance company. Banner Life is also the direct parent company of First British American Reinsurance Company, a special purpose financial captive insurance company organized and existing under the laws of the State of South Carolina.

SOURCE Legal & General America, Inc.