Bond Exchange

Prudential PLC
12 May 2005

FOR IMMEDIATE RELEASE

12 May 2005

Prudential plc: Exchange Proposals and Notices of Bondholder Meetings

Prudential plc ('Prudential') today announces its intention to exchange all of
its £300,000,000 6.875% Bonds 2023 ('2023 Bonds') for new Sterling denominated
fixed/floating subordinated capital securities with first call date in 2023 ('
2023 Capital Securities') and its £250,000,000 5.875% Bonds due 2029 ('2029
Bonds') for Sterling denominated fixed/floating subordinated capital securities
with first call date in 2029 ('2029 Capital Securities') (each a 'Proposal' and
together the 'Exchange Proposals'). The transaction is designed to deliver a
more efficient capital structure following recent regulatory changes, which
render senior debt no longer as capital efficient for Prudential as in the past.

Prudential has consulted a Special Committee of the Association of British
Insurers, representing approximately 27.6% of the outstanding 2023 Bonds and
29.6% of the outstanding 2029 Bonds, who consider the terms of the Exchange
Proposals to be acceptable and intend to accept them in respect of their
holdings.

The Exchange Proposals are being made separately upon the terms and subject to
the conditions set out in the Information Memorandum dated 12 May 2005. The
Exchange Proposals will expire on 1 June 2005, unless amended or terminated as
provided in the Information Memorandum. The Early Response Date to be eligible
for an Early Response Payment is 25 May 2005.

The exchange for each Series of Bonds is to be effected by way of an
Extraordinary Resolution ('Resolution') to approve the exchange of all of the
outstanding nominal amount of Bonds for the respective Capital Securities.
Bondholder meetings are convened for 3 June 2005.

Capitalised terms used in this announcement and not otherwise defined have the
meanings given to them in the Information Memorandum.

Enquiries:

Media                                           Investors / analysts
Clare Staley                      020 7548 3719 Marina Lee-Steere  020 7548 3511
Joanne Davidson                   020 7548 3708

Dealer Managers
Barclays Capital: Sven Pongs      020 7773 8990
UBS Investment Bank: Duane Hebert 020 7567 7480


Notes to Editors:

The Exchange Proposals are not being made and will not be made directly or
indirectly (i) to U.S. persons (within the meaning of Regulation S under the
Securities Act) or (ii) in or into the United States. This announcement is not
for release, publication or distribution, directly or indirectly, in or into the
United States and is not an offer of securities for sale into the United States.
The securities referred to in this announcement have not been and will not be
registered under the Securities Act of 1933, as amended, and may not be offered
or sold in the United States, absent registration or an applicable exemption
from registration.  No public offering of securities will be made in the United
States.

*Prudential plc, a company incorporated and with its principal place of business
in the United Kingdom, and its affiliated companies constitute one of the
world's leading financial services groups. It provides insurance and financial
services directly and through its subsidiaries and affiliates throughout the
world. It has been in existence for over 150 years and has £187 billion in
assets under management, (as at 31 December 2004). Prudential plc is not
affiliated in any manner with Prudential Financial, Inc, a company whose
principal place of business is in the United States of America.

Forward-Looking Statements

This statement may contain certain 'forward-looking statements' with respect to
certain of Prudential's plans and its current goals and expectations relating to
its future financial condition, performance, results, strategy and objectives.
Statements containing the words 'believes', 'intends',  'expects', 'plans', '
seeks' and 'anticipates', and words of similar meaning, are forward-looking.  By
their nature, all forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances which are beyond
Prudential's control including among other things, UK domestic and global
economic and business conditions, market related risks such as fluctuations in
interest rates and exchange rates, and the performance of financial markets
generally; the policies and actions of regulatory authorities, the impact of
competition, inflation, and deflation; experience in particular with regard to
mortality and morbidity trends, lapse rates and policy renewal rates; the
timing, impact and other uncertainties of future acquisitions or combinations
within relevant industries; and the impact of changes in capital, solvency or
accounting standards, and tax and other legislation and regulations in the
jurisdictions in which Prudential and its affiliates operate. This may for
example result in changes to assumptions used for determining results of
operations or re-estimations of reserves for future policy benefits.  As a
result, Prudential's actual future financial condition, performance and results
may differ materially from the plans, goals, and expectations set forth in
Prudential's forward-looking statements. Prudential undertakes no obligation to
update the forward-looking statements contained in this statement or any other
forward-looking statements it may make.



                      This information is provided by RNS
            The company news service from the London Stock Exchange