Prudential merger proposal

Aviva PLC
24 March 2006


News release


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN


24 March 2006


               WITHDRAWAL OF PROPOSED MERGER OF AVIVA AND PRUDENTIAL


On 16 March 2006, Aviva provided the Board of Prudential with a written merger
proposal, the terms of which were set out in an announcement on 20 March 2006.
Aviva believes that the merger, on these terms, would have created significant
value for both sets of shareholders.  Aviva made clear that its proposal was
dependent on the co-operation of Prudential.  As this co-operation has not been
forthcoming, Aviva has decided to withdraw its proposal.

In coming to its decision, the Board of Aviva determined that it was not in the
best interests of its shareholders to make any material adjustment to its
proposed terms.

For the purposes of Rule 2.8 of the City Code on Takeovers and Mergers, Aviva
reserves the right to make or participate in an offer within the next six months
in the event that the Board of Prudential agrees to recommend such an offer or a
third party announces a firm intention to make an offer for Prudential.

                                    - ends -

Enquiries:

Analysts:
Charles Barrows, investor relations director               [phone]

Media:
Hayley Stimpson, director of external affairs              [phone]
Sue Winston, head of group media relations                 [phone]
Rob Bailhache, Financial Dynamics                          [phone]



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