Pru acquires annuity book

Prudential PLC
15 March 2007

15 March 2007

              PRUDENTIAL TO ACQUIRE EQUITABLE LIFE'S £1.8 BILLION
                           WITH-PROFITS ANNUITY BOOK

Prudential and Equitable Life ('Equitable') announced today that they have
reached agreement in principle for Prudential to acquire Equitable's portfolio
of in-force with-profits annuities. The transaction is subject to certain
conditions precedent including a vote among Equitable's policyholders, as well
as regulatory and Court approval.

Under the terms of the agreement, this portfolio of with-profits annuities would
transfer into Prudential's with-profits fund. Prudential UK would assume direct
responsibility for the management of these policies and payment to these
annuitants after the transfer is completed under a Part VII scheme.  The
intention is for the Equitable book to transfer to Prudential by the end of
2007.

This transaction is one of the first of its kind and demonstrates Prudential's
ability to grow its with-profits fund to create value for its policyholders and
shareholders while providing Equitable policyholders with improved prospects and
greater security by being part of one of the largest and financially strongest
funds in the UK which has delivered excellent investment returns over many
years.

Equitable's with-profits annuities book covers approximately 62,000 policies
(weighted average age 74 with no deferred annuities) with assets as at 31
December 2006 of around £1.8 billion. The transaction is expected to generate
premium income for Prudential of approximately £180 million on an APE basis and
this will be recognised once the transaction completes.

The transferring policies will form part of the Defined Charge Participating
Sub-Fund of Prudential's with-profits fund. Profits to shareholders will emerge
on a 'charges less expenses' basis and policyholders will be entitled to 100 per
cent of the investment earnings. Equitable policyholders will not be eligible to
participate in any re-attribution of Prudential's Inherited Estate.

Nick Prettejohn, Chief Executive, Prudential UK, said: 'This transaction
demonstrates Prudential's ability to grow its with-profits business to create
value for its policyholders and shareholders while providing Equitable Life
policyholders with improved prospects and greater security by being part of one
of the largest and financially strongest funds in the UK. The fund has delivered
excellent investment returns over many years and as a result of this
transaction, Equitable Life's with-profit annuitants will benefit from
Prudential's considerable experience in the annuities market where we are a
market leader.'

Vanni Treves, Equitable Life's Chairman, added: 'The proposal, which will
benefit all policyholders, to transfer with-profits annuity policies to
Prudential is a further major success arising from the Society's ongoing review
of strategic options. The Board has been very conscious of the particular
difficulties faced by with-profits annuitants and we are pleased to have
negotiated this excellent proposition for them.  Our agreement with Prudential
represents the next phase of our plan to improve prospects for all with-profits
policyholders and to simplify further the Equitable Life book of business.'

Charles Thomson, Equitable Life's Chief Executive, said: 'The proposal from
Prudential represents an excellent opportunity for with-profits annuitants to
transfer to a fund where they will enjoy far greater investment flexibility and
which has a much better recent bonus record. They will become part of an
actively managed fund, which is one of the largest and strongest in the U.K.  It
will also help us in the search for the best strategic solution for the
remaining 80 per cent of policyholders.'

                                    - ENDS -

Enquiries to:

Prudential

Media                                         Analysts/Investors
Steve Colton             Tel: [phone]   James Matthews  Tel: [phone]
          

Equitable
Alistair Dunbar          Tel: [phone]
James Leviton (Finsbury) Tel: [phone]



Notes to Editors:

1.      As part of the legal process of completing the transfer, an Independent
Expert will consider the potential impact of the transaction on with-profits
annuitants, the remaining Equitable Life policyholders and Prudential's
policyholders. The Independent Expert, whose findings will be published in full,
will be asked to confirm whether any group of policyholders will be worse off as
a result of the transaction.

2.      Equitable Life has established a special number for policyholders with
questions about the proposed transfer on 0800 408 0097.

3.      Prudential is a leading life and pensions provider to approximately 7
million customers in the United Kingdom. The Prudential Assurance Company
Limited's (PAC) long-term fund remains very strong and is rated AA+ by Standard
& Poor's, Aa1 by Moody's and AA+ by Fitch Ratings. The Prudential with-profits
sub-fund, which had total assets of £71.9 billion as at 31 December 2006,
delivered a pre-tax return of 12.4 per cent in 2006, and over the last five
years the fund has achieved a total return of 63.8 per cent against 41.1 per
cent for the FTSE 100 total return and 50.2 per cent for the FTSE All-Share
(Total Return) index (figures are to 31 December 2006, before tax and charges).
Much of this excellent investment performance was achieved through the active
asset allocation of the fund.


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