HSBC & Aviva Joint Venture

HSBC Holdings PLC
10 May 2007

                           HSBC CHOOSES AVIVA FOR NEW
                           GENERAL INSURANCE VENTURE

HSBC Bank plc and Aviva plc today announced plans for the creation of a joint
venture, under the 'HSBC Insurance' brand, that aims to be a top-10 player in
the UK general insurance industry^.

Under the terms of the planned joint venture, HSBC Bank plc and Norwich Union
Insurance, the UK general insurance arm of Aviva plc, will underwrite and
distribute general insurance products to HSBC's 10.2 million customers in the UK. 
Approximately one-fifth of all UK consumer spend on financial services goes to
insurance products and the general insurance industry generated £36 billion in
premiums in 2005.

Dyfrig John, Chief Executive Officer of HSBC Bank plc, said: "The proposed joint
venture will bring together, in HSBC and Norwich Union, two of Britain's most
trusted brands. We believe that combining HSBC's distribution network and
Norwich Union's underwriting and customer management capabilities will create
one of the best general insurance services the market has to offer.

"It would be fair to say that HSBC has historically punched below its weight in
insurance but we have shown before that our customers want to stay with us if we
offer well serviced, good value products. The relationship with Norwich Union
will offer customers a broad product range, great service and another compelling
reason to make HSBC their preferred supplier for the full range of financial
services."

Norwich Union and HSBC have had an underwriting relationship for 23 years. At
present, HSBC distributes protection, home, travel and car insurance products
created by Norwich Union. The planned joint venture will strengthen and deepen
this relationship.

Simon Machell, Chief Executive of Norwich Union Insurance, said: "I am excited
that we are continuing to grow our relationship with HSBC. A closer association
with HSBC will be excellent news for Norwich Union and its staff, and further
strengthens our position as the insurance partner of choice for today's leading
brands.

"This joint venture presents an excellent opportunity for us to combine our
general insurance expertise with HSBC's strong brand, to help them maximise the
value of their general insurance portfolio. Customers are increasingly turning
to trusted brands for their insurance needs and by leveraging the HSBC brand we
will create a significant new force in the UK insurance market."

As well as creating a joint venture, HSBC intends to sell Hamilton Insurance
Company Ltd and Hamilton Life Assurance Company Ltd to companies within the
Aviva group. The Hamilton companies are currently owned by HFC Bank Limited, a
subsidiary of US-based HSBC Finance Corporation.

Hamilton Insurance Company Ltd and Hamilton Life Assurance Company Ltd provide
primarily a range of protection insurance products and had gross assets of £180
million and £176 million as at 31 December 2006 respectively.

Clive Bannister, HSBC's Group Managing Director, Insurance, said: "HSBC has set
a target to double the contribution to global profits made by our insurance
operations. Creating preferred strategic partnerships with leading general
insurers is a key element of that plan. In the UK, an estimated £1 in every £5
of financial services expenditure is spent on insurance. That is why we have
chosen Norwich Union Insurance, the leading UK insurer with whom we already have
a strong working relationship, to help HSBC satisfy its customers' insurance
needs."

All of the proposals remain subject to finalisation of definitive documentation
as well as regulatory and other consents. The level of capital to be contributed
by each party to the joint venture will be agreed and confirmed at a later date.

Note to editors:

^ Target of top 10 UK general insurer ranking based on projected gross written
  premium

HSBC Bank plc
HSBC Bank is a wholly owned subsidiary of HSBC Holdings plc which is
headquartered in the UK. The HSBC Group serves over 125 million customers
worldwide through some 10,000 offices in 82 countries and territories in Europe,
the Asia-Pacific region, the Americas, the Middle East and Africa. With assets
of US$1,861 billion at 31 December 2006, HSBC is one of the world's largest
banking and financial services organisations. HSBC is marketed worldwide as 'the
world's local bank'.

HSBC Insurance provides policies in over 40 countries and territories worldwide
to its personal, commercial, corporate, institutional and private banking
customers. HSBC Insurance recognises the diverse needs of its customers
worldwide and offers products and services to suit them including life
assurance, general insurance, commercial risk and retirement provision. HSBC's
UK insurance business comprises life and non-life underwriting and distribution,
broking and reinsurance (Irish Republic).

The HSBC Group media centre at http://www.hsbc.com includes images, company and
product information and a news release archive.

Aviva plc
Aviva plc is the world's fifth-largest insurance group and the UK's largest
insurance services provider (based on gross worldwide premiums at 31 December
2005), and is one of the leading providers of life and pension products to
Europe, with substantial positions in other markets around the world.
Aviva's principal business activities are long-term savings, fund management and
general insurance, with worldwide total sales of £41.5 billion and assets under
management of £364 billion at 31 December 2006 The Aviva media centre at
www.aviva.com/media includes images, company and product information and a news
release archive.

Norwich Union Insurance
Norwich Union, part of the Aviva Group, is the largest insurer in the UK. It is
the largest general insurer with an overall market share of 15 per cent. Norwich 
Union insures one in five households, one in seven motor vehicles and more than
800,000 businesses in the UK. It is also the leading long-term savings provider
with a life market share of about 12 per cent and more than 6 million customers.

                          




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