Exhibit
4.5


 


PRUDENTIAL
PLC DEED OF INDEMNITY


 


NAME:
Harvey McGrath


 


Between


 


(1)                                  Prudential plc (registered number 01397169) whose
registered office is at Laurence Pountney Hill, London EC4R 0HH (“Prudential”); and


 


(2)                                  Harvey McGrath of 27 Melbury Road, London
W14 8AB (the “Beneficiary”)


 


Background


 


(A)                            The Beneficiary holds, or will from time
to time hold, the position of:


 


(i)                                   director, officer, employee, trustee,
representative or like position of any member of the Group; or


 


(ii)                                director, officer, employee, trustee,
governor, councillor, representative or like position in any external
organisation at the request of any member of the Group (or as a result of being
a director, officer, employee, trustee or representative, or holding like
position in respect of, any member of the Group).


 


(B)                              Prudential has agreed to indemnify the
Beneficiary and his Dependants against certain personal liabilities and
expenses arising out of or in connection with such positions on the terms of
this Deed.


 


(C)                              Prudential will not, however, indemnify
the Beneficiary and his Dependants if it is contrary to law.


 


Agreement


 


1.            Indemnity


 


Subject to the following paragraphs of this Deed,
Prudential undertakes to indemnify each Beneficiary Family Member and hold each
Beneficiary Family Member harmless against any and all losses, damages, costs,
liabilities, demands, charges, penalties, fines, interest or expenses
(including without limitation any and all losses, costs, liabilities, charges
or expenses properly and reasonably suffered or incurred (including advisory
fees) in investigating, responding to, preparing for or disputing any claim,
action, demand, proceedings, investigation (whether formal or informal),
judgment or award, in each case whether or not successful, compromised or
settled, which may be instituted, made, threatened or alleged against or
otherwise involve any of the Beneficiary Family Members in any jurisdiction
(each a “Claim”) which the
Beneficiary Family Members  may suffer or
incur in any jurisdiction (“Losses”)
and which in any such case arise out of or in connection with the carrying out
or performance, whether before (subject to paragraph 17 below) or after the
date of this Deed, by the Beneficiary of the Beneficiary’s duties as a
director, officer, employee, trustee, representative or like position of any
member of the Group or as a director, officer, employee, trustee, governor,
councillor, representative or like position in any external organisation where
such position is held at the request of any member of the Group or as a result
of being a director, officer, employee, trustee or representative, or holding
like position in respect of, any member of the Group.


 


2.            Indemnity to take effect subject to law and regulation


 


The indemnity contained in paragraph 1 shall not apply
to the extent that it would be void by virtue of, or contravenes, the Companies
Act 2006 or any other applicable law or regulation (including without
limitation listing rules).


 

















 


3.            Proceedings for which indemnity cannot be claimed


 


Subject to paragraph 5, the indemnity contained in
paragraph 1 shall not extend to any liability incurred by the Beneficiary,
(i) to any member of the Group, (ii) to pay a fine imposed in
criminal proceedings, (iii) to pay a sum payable to a regulatory authority
by way of a penalty in respect of non-compliance with any requirement of a
regulatory nature (however arising), (iv) in defending any criminal
proceedings in which the Beneficiary is convicted, (v) as a result of, or
in connection with any act or omission by the Beneficiary which is determined
by any relevant court, tribunal or other legal or regulatory authority, or
otherwise judicially, determined, to constitute fraud, dishonesty, bad faith,
wilful default or criminal act on the part of the Beneficiary, (vi) in
defending civil proceedings brought by any member of the Group in which
judgment is given against the Beneficiary or (vii) in connection with any
application under the Application for Relief Sections in which the Court
refuses to grant relief to the Beneficiary.


 


4.            Loss of earnings and of other employment benefits


 


The indemnity contained in paragraph 1 shall not apply
in respect of any loss of earnings or of any other employment benefit,
including but not limited to rights to bonus or other monetary incentives,
share options or other share-based incentives or pension or other retirement
benefits, which any Beneficiary Family Member may suffer as a result of any
period of disqualification imposed by any relevant court, tribunal or other legal
or regulatory authority.


 


5.            Advances in respect of proceedings


 


Where any Beneficiary Family Member properly and
reasonably suffers or incurs losses, costs, liabilities, charges or expenses
(including without limitation advisory fees) in investigating, responding to,
preparing for or disputing any Claim, the Beneficiary shall be entitled to
claim indemnity under paragraph 1 (for himself and/or on behalf of any
Beneficiary Family Member) forthwith after the same becomes due and payable by
the Beneficiary Family Member, provided that if such Claim:


 


(a)                    relates to a criminal offence in relation
to which the Beneficiary is convicted;


 


(b)                   relates to civil proceedings brought by
any member of the Group in which judgment is given against the Beneficiary;


 


(c)                    relate to any matters in respect of which
any relevant court, tribunal or other legal or regulatory authority determines
that any act or omission by the Beneficiary constitutes fraud, dishonesty, bad
faith or wilful default on the part of the Beneficiary; or


 


(d)                   relates to any application under the
Application for Relief Sections in which the Court refuses to grant the
Beneficiary relief,


 


Prudential shall be entitled to refuse to provide
indemnification (or, as the case may be, any further indemnification) pursuant
to the indemnity contained in paragraph 1 and where Prudential has already paid
amounts to the Beneficiary pursuant to the indemnity contained in paragraph 1,
such amounts shall be reimbursed to Prudential by the Beneficiary not later than
(i) in the event of the Beneficiary being convicted, the date on which
such conviction has become final, (ii) in the event of judgment being
given against the Beneficiary, the date on which such judgment has become
final, (iii) in the event of any relevant court, tribunal or other legal
or regulatory authority determining that any act or omission by the Beneficiary
constitutes fraud, dishonesty, bad faith or wilful default on the part of the
Beneficiary, the date of such determination or (iv) in the event of the
court refusing to grant the Beneficiary relief on the application, the date on
which such refusal for relief has become final.


 


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6.            Termination and survival


 


The provisions of this Deed shall survive:


 


(a)                     the Beneficiary moving to another role
within the Group which does not have the benefit of an indemnity equivalent to
the indemnity contained in paragraph 1; and


 


(b)                    the termination of any or all
appointments of the Beneficiary within the Group, excluding
(i) termination by the Beneficiary in fundamental breach of the terms of
his appointment with any member of the Group; or (ii) termination by
Prudential by reason of the Beneficiary’s fraud or wilful and serious neglect
of his duties.  In the event of a dispute
relating to this paragraph 6(b), Prudential shall provide indemnification (or,
as the case may be, further indemnification) pursuant to the indemnity
contained in paragraph 1 until a competent court, tribunal or other legal or
regulatory authority, from which there is no right of appeal, determines that
any act or omission by the Beneficiary constitutes a fundamental breach of the
terms of his appointment with any member of the Group, fraud or wilful and
serious neglect by the Beneficiary of his duties.


 


7.            Notification of Prudential


 


The Beneficiary shall notify Prudential in writing
promptly upon becoming aware of any matter for which indemnity may be sought
under paragraph 1, providing to Prudential all such information as the
Beneficiary has of the circumstances of the relevant matter, and shall
thereafter provide Prudential with all such information as Prudential may
reasonably require about developments in relation to such matter. The
Beneficiary acknowledges that Prudential may provide such information to its
insurers and advisers and to, any other member of the Group and agrees to
respond promptly to all reasonable requests from Prudential in relation to any
matter relating to the indemnity contained in paragraph 1.


 


8.            Conduct of Claims


 


(a)                    The Beneficiary shall, subject to
paragraph 8(b), have conduct of the defence and settlement of any Claim, but
Prudential shall have the right (but not the obligation) to associate itself
with such Claim provided the Beneficiary consents to this. Prudential shall not
be required or, without the consent of the Beneficiary (such consent not to be
unreasonably withheld or delayed), permitted to assume the conduct of the Claim
made against the Beneficiary.


 


(b)                   The Beneficiary shall conduct all Claims
diligently and competently using the legal and other representatives mutually
acceptable to the Beneficiary and Prudential. The Beneficiary shall keep
Prudential reasonably informed of the progress of any Claim and recognises the
right of Prudential to provide at its discretion input into the conduct of any
Claim. The Beneficiary shall not settle or compromise any Claim without
Prudential’s consent (such consent not to be unreasonably withheld or delayed).


 


9.            Recovery against other persons


 


If Prudential pays any amount in respect of any Losses
and any Beneficiary Family Member is, or subsequently becomes, entitled to
recover from any other person any amount in respect of such Losses (including
without limitation by way of tax credit, allowance, repayment or relief), then,
subject to there being no reasonable prospect of any Beneficiary Family Member
being prejudiced and to Prudential agreeing to indemnify the Beneficiary Family
Members against all reasonable costs and expenses which might be incurred, Prudential
may either:


 


(a)                     request that the Beneficiary take (or
procure that any Dependant take) all reasonable steps to enforce such recovery.
If Prudential so elects then the Beneficiary must so act and must procure that
all and any amounts recovered, less all reasonable costs,


 


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charges and expenses incurred and not recovered by any
Beneficiary Family Member in making such recovery, will be applied in promptly
repaying to Prudential the amount paid by Prudential in respect of the Losses;
or


 


(b)                    exercise its right to be subrogated to
the extent of such payment to any or all the 
Beneficiary Family Members’ rights of recovery against third parties in
respect of the payment. If Prudential so elects then the Beneficiary shall (or.
shall procure that the Dependants shall), promptly on request from Prudential,
execute all papers reasonably required and shall do everything necessary to
enable Prudential to bring, maintain and conclude an action effectively, either
in the name of all or any Beneficiary Family Members or in its own name, at
Prudential’s discretion.


 


10.          Recovery under other indemnities and insurance


 


(a)                     Subject to paragraph 10(c), the
Beneficiary agrees to take, and to procure that the Dependants take, all
reasonable steps to claim and recover under any other indemnity or insurance
policy before he makes a claim under the indemnity contained in paragraph 1.
The indemnity contained in paragraph 1 operates only in excess of any right to
indemnity or insurance which any Beneficiary Family Member may have
(irrespective of any wording to the contrary in any indemnity or insurance
policy concerned), and no person other than the Beneficiary shall have the
right to pursue any claim against Prudential under the indemnity contained in
paragraph 1 (or to seek contribution from Prudential) whether in his own name
or that of any Beneficiary Family Member.


 


(b)                    Provided that the Beneficiary complies
with paragraph 10(a), Prudential will advance to the Beneficiary the funds
necessary to make a payment in respect of any Losses pending receipt by the
Beneficiary Family Member of the amounts due under any other indemnity and/or
insurance policy in excess of which the indemnity contained in paragraph 1
operates. Any such advance will not operate to extinguish, erode or otherwise
limit in any way whatsoever the Beneficiary Family Members’ entitlement under
the other indemnity and/or insurance policy and the Beneficiary shall remit (or
shall procure that there shall be remitted) to Prudential all and any payments
and/or benefits received pursuant thereto subsequent to the date of the advance
required to repay the advance.


 


(c)                     The obligation to take all reasonable
steps to claim and recover under any other indemnity or insurance policy set
out in paragraph 10(a) shall not operate in respect of any policy of
executives’ and officers’ liability insurance for which any member of the Group
is the named policyholder and which requires that any Beneficiary Family Member
be indemnified by a member of the Group prior to any claim being brought under
that policy.


 


11.          Deductions required to be made by Prudential or a
Beneficiary Family Member


 


(a)                     All amounts payable by Prudential to, or
on behalf of, any Beneficiary Family Member under this Deed of indemnity will
be paid without any deductions unless they are required by law. If any
deductions are required by law, Prudential will pay to, or on behalf of, the
Beneficiary Family Member an amount which will, after any deduction has been
made, result in the Beneficiary Family Member receiving the same amount as the
Beneficiary Family Member would have been entitled to receive in the absence of
any requirement to make a deduction.


 


(b)                    If any amount payable by Prudential under
this Deed of indemnity is subject to tax in the hands of the Beneficiary Family
Member in any jurisdiction, the amount payable will be increased so that the
net amount received by the Beneficiary after taking that tax into account is
equal to the full amount which would have been received by the Beneficiary
Family Member if that tax had not been payable.


 


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(c)                     To the extent that any Beneficiary Family
Member obtains any tax credit, allowance, repayment or relief as a result of
Prudential paying any increased amount under this paragraph 11, the Beneficiary
shall repay, or procure that the Dependant repays, to Prudential the amount
necessary to reflect the principle that, after tax, the Beneficiary Family
Member is to be put in the same position as if the deduction or charge to tax
had not been required or incurred in the first place.


 


12.          No double recovery


 


Notwithstanding the provisions of this Deed, the
Beneficiary shall have the benefit of any indemnity, insurance, agreement,
undertaking or commitment entered into with, or on his behalf by, any member of
the Group whether before (subject to paragraph 17 below) or after the date of
this Deed, provided that he shall not be entitled to recover more than once
under this indemnity and any other indemnity, insurance, agreement, undertaking
or commitment in respect of any Losses.


 


13.          Interpretation


 


In this Deed:


 


(a)                     “Application
for Relief Sections” means,


 


when such provisions have
come into force:


 


(i)                                    section 661(3) or (4) of the
Companies Act 2006 (acquisition of shares by innocent nominee); or


 


(ii)                                 section 1157 of the Companies Act 2006
(general power to grant relief in case of honest and reasonable conduct);


 


but until such provisions
have come into force shall mean:


 


(iii)                              section 144(3) or (4) of the
Companies Act 1985 or Article 154(3) or (4) of the Companies
(Northern Ireland) Order 1986 (acquisition of shares by innocent nominee); or


 


(ii)                                 section 727 of the Companies Act 1985 or
Article 675 of the Companies (Northern Ireland) Order 1986 (general power
to grant relief in case of honest and reasonable conduct);


 


(b)                    “Beneficiary
Family Members” mean the Beneficiary and the Dependants;


 


(c)                     “Claim”
has the meaning ascribed to it in paragraph 1;


 


(d)                    “Companies
Act 1985” means the Companies Act 1985 as amended, modified, re
enacted or replaced from time to time;


 


(e)                     “Companies
Act 2006” means the Companies Act 2006 as amended, modified, re
enacted or replaced from time to time;


 


(f)                       “Deed”
means this deed;


 


(g)                    “Dependant”
means:


 


(i)                                   the Beneficiary’s spouse or civil
partner;


 


(ii)                                any other person (whether of a different
sex or the same sex) with whom the Beneficiary lives as partner in an enduring
family relationship other than the


 


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Beneficiary’s grandparent or grandchild, sister,
brother, aunt or uncle, or nephew or niece;


 


(iii)                             the Beneficiary’s children or
step-children;


 


(iv)                            any children or step-children of a person
within paragraph 13(g)(ii) (and who are not children or step-children of
the Beneficiary) who live with the Beneficiary and have not attained the age of
18; and


 


(v)                               the Beneficiary’s parents;


 


(h)                   “director”
shall include without limitation shadow director;


 


(i)                         “Existing
Indemnity” means any previous agreement between the Beneficiary and
Prudential relating to the subject matter of this Deed, including any indemnity
previously given by Prudential to any Beneficiary Family Member in respect of
any of the matters covered by this Deed;


 


(j)                         “Group”
means Prudential or any subsidiary or holding company of Prudential or any
subsidiary of a holding company of Prudential;


 


(k)                    “Losses”
have the meaning ascribed to them in paragraph 1;


 


(l)                         “holding
company” and “subsidiary”
have the meanings ascribed to them in the Companies Act 2006;


 


(m)                  a reference to a “conviction”, “judgment”, “determination”
or “refusal of relief” is a
reference to one that has become final. For these purposes, a conviction,
judgment, determination or refusal of relief becomes final:


 


(i)                                     if not appealed against, at the end of
the period for bringing an appeal; or


 


(ii)                                  if appealed against, at the time when the
appeal (or any further appeal) is disposed of.


 


An appeal is disposed of:


 


(iii)                               if it is determined and the period for bringing
any further appeal has ended; or


 


(iv)                              if it is abandoned or otherwise ceases to
have effect; and


 


(n)                    any reference to the masculine shall as
appropriate be a reference to the feminine.


 


14.          Claims and enforcement


 


(a)                     Prudential shall be entitled to take
steps in relation to the provisions of this Deed.  In taking any such step, Prudential may act
for itself and/or on behalf of any of all other members of the Group.


 


(b)                    The Beneficiary and his personal
representatives and estate shall be entitled to make a claim, and take any
other steps, in relation to the provisions of this Deed. In taking any such
step, the Beneficiary may act for himself and/or on behalf of any or all of the
Dependants.


 


(c)                     Subject to paragraphs 14(a) and (b),
any person other than Prudential and the Beneficiary may not enforce any of the
provisions of this Deed under the Contracts (Rights of Third Parties) Act 1999.


 


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15.          Miscellaneous


 


(a)                     The Beneficiary may not assign or otherwise
transfer any rights or obligations set out in this Deed.


 


(b)                    Any failure by Prudential or the
Beneficiary to exercise any right, power or privilege available under this Deed
is not a waiver for the purposes of this Deed nor will any single or partial
exercise thereof preclude any further exercise of any right, power or
privilege.


 


(c)                     The provisions of this Deed may only be
amended in writing signed by or on behalf of Prudential and the Beneficiary.


 


(d)                    If any provision of this Deed is held to
be illegal, invalid or unenforceable in whole or in part, the remaining
provisions shall continue to be valid.


 


(e)                     Prudential and the Beneficiary
acknowledge that any contract, agreement, commitment or undertaking in respect
of the Beneficiary’s role as a director, officer, employee, trustee or
representative of Prudential incorporates, and accordingly is made on and
subject to, the provisions of the Memorandum and Articles of Association of
Prudential.


 


16.          Employment terms and conditions


 


If the Beneficiary is also an employee of any member
of the Group, the Beneficiary acknowledges that this Deed shall be deemed to be
incorporated into the employment contract between the Beneficiary and the
relevant member of the Group as supplementary terms thereto.


 


17.          Effective date


 


The effective date of the
indemnity contained in paragraph 1 shall apply in respect of any Claims or
losses made or incurred on or after the date of commencement of the
Beneficiary’s position as director, officer, employee, trustee, representative
or like position of any member of the Group, or as director, officer, employee,
trustee, governor, councillor, representative or like position in any external
organisation at the request of any member of the Group (or as a result of being
a director, officer, employee, trustee or representative, or holding like
position in respect of, any member of the Group).


 


18.          Governing law


 


The provisions set out in this Deed are governed by
and must be interpreted in accordance with English law.


 


19.          Arbitration


 


(a)                     Any dispute, controversy or claim arising
out of or in connection with this Deed shall be referred to and finally
resolved by arbitration under the Rules or Arbitration of the
International Chamber of Commerce (“ICC Rules”)
by three arbitrators appointed in accordance with the ICC Rules.


 


(b)                    The seat of the arbitration shall be
London and the language of the arbitration (in which each member of the
tribunal shall be fluent) shall be English.


 


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This document  has
been executed as a deed and is to be treated as delivered on the later of
(a) being executed and dated by Prudential and (b) being signed and
dated by the Beneficiary.


 


	
  Executed and delivered as a deed

  	
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  by affixing the common seal of

  	
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  Prudential plc in the presence of:

  	
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  Sir David Clementi

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ David Clementi

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Authorised signatory

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  18.09.08

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Acknowledged and agreed:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed and delivered as a deed

  	
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  by Harvey McGrath

  	
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  /s/ Harvey A McGrath

  	
   

  	
  (Signature)

  
	
  in the presence of:

  	
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  18 Sep 08

  	
   

  	
   (Date)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Witness signature:

  	
  /s/ Susan M. Henderson

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Witness name:

  	
  Susan Margaret Henderson

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Witness address:

  	
  14 Lyndhurst Avenue

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Pinner, Middlesex, HA5 3XA

  	
   

  	
   

  	
   

  	
   

  
								



 


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