02 Jul 2004

Jackson National Life sells Jackson Federal Bank

Jackson National Life sells Jackson Federal Bank to Union Bank of California for $305 million

Jackson National Life Insurance Company (“JNL”) has entered into an agreement to sell its subsidiary, Jackson Federal Bank ("JFB"), to Union Bank of California, N.A. (“UBOC”) for a consideration of $305 million (£168 million). JFB's principal area of business is banking and commercial real estate lending, which is no longer aligned with JNL's distribution and product strategy.

JNL acquired First Federal Savings and Loan Association of San Bernardino, as it was then known, in November 1998. Renamed Jackson Federal Bank, it made a number of further acquisitions between 1999 and 2002 to extend its retail branch network and lending platform bringing the total investment to $149 million (£82 million). By the end of 2003, it had increased customer assets from $119 million in 1998 to $1.8 billion.

The consideration receivable by JNL is $167.75 million (£92 million) in cash and $137.25 million (£75 million) in shares of UnionBanCal Corporation, the parent company of UBOC. Further details of the consideration are given in the Notes to Editors.

Clark Manning, Chief Executive Officer of JNL, said: "This deal represents a good return on our original investment and a great opportunity for JFB to increase its customer base and expand the range of products and services it offers to its customers. JFB is an excellent banking operation with a great team of people, and will complement Union Bank's existing operations."

The sale is conditional upon, inter alia, regulatory approvals and is expected to complete in the fourth quarter of 2004. As part of this transaction, Lehman Brothers served as exclusive financial consultant to Jackson National Life.

The capital received as a result of the sale will be redeployed to support further growth in Prudential's core businesses.

- ENDS -

Enquiries to:

Notes to Editors:

1. JFB is a savings bank headquartered in Brea, California. Its principal areas of business are retail banking and commercial real estate lending, and it operates 14 retail bank branches throughout Los Angeles, Orange and San Bernardino counties in Southern California. JFB also operates six commercial loan offices located throughout California. As at 31 March 2004, it had around 250 employees and $1.9 billion in assets, $1.1 billion in deposits and a loan portfolio of $1.2 billion.



2. Based in San Francisco, UnionBanCal Corporation (“UB”) is a bank holding company with assets of $46.1 billion at 31 March 2004. Its primary subsidiary, Union Bank of California, N.A., has 298 banking offices in California, 4 banking offices in Oregon and Washington and 21 international facilities, as at 31 March 2004. UB had a stock market capitalisation of $8.4 billion as at 18 June 2004. As at 31 March 2004, UB was approximately 62% owned by The Bank of Tokyo-Mitsubishi, Ltd., a wholly-owned subsidiary of Mitsubishi Tokyo Financial Group Inc.



3. Jackson National Life Insurance Company is a wholly-owned subsidiary of Prudential plc, a company incorporated in the United Kingdom. Prudential plc 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 around the world. 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.



4. The transaction may be terminated by JNL if (1) the average share price of UB common stock for the 10 trading days prior to the third trading day before closing is below $40.37, and (2) UB has not given notice to issue additional shares of UB common stock sufficient to restore the total value of the transaction to $305 million. Promptly after closing, JNL intends to distribute its holdings of UB common stock in an underwritten resale offering. It is a condition to closing that that there be an effective registration statement covering the resale of UB shares received by JNL.



5. The exchange rate used in this announcement is as at 1 July 2004: £1 = $1.8195.

Forward-Looking Statements

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