Prudential plc in Combination with AIG Subsidiary AIA Group

March 1, 2010

Cleary Gottlieb is U.S. counsel to Prudential plc in connection with the agreement between Prudential and American International Group, providing for the combination of Prudential and AIA Group Limited. AIA, an AIG subsidiary, is a leading life insurance organization in the Asia Pacific region. AIG will receive total consideration of US$35.5 billion, consisting of US$25 billion in cash and a total of US$10.5 billion in shares and other securities.

The combination, which was announced on March 1, 2010, will be effected through the acquisition of both Prudential and AIA by a new company that will assume the name Prudential plc and be headquartered and incorporated in the United Kingdom, and traded on the main market of the London Stock Exchange with ADRs on the New York Stock Exchange. In recognition of the importance of Asia the new company will seek a dual primary-listing on the Hong Kong Stock Exchange.

The cash component of the consideration will be financed through an underwritten rights issue, raising US$20 billion, and through the issuance of US$5 billion of senior debt.

The combined group will be the leading life insurer in Hong Kong, Singapore, Indonesia, Vietnam, Thailand and the Philippines, with a leading foreign life insurance business in China and India, supported by a strong presence in the United States and the United Kingdom.

Slaughter and May is lead counsel for Prudential on the transaction.