Exhibit 4.4


 


Strictly
Private & Confidential —


Addressee
only


 


Mr Harvey McGrath


27 Melbury Road


LONDON


W14 8AB


 


12 August 2008


 


Dear Harvey


 


PRUDENTIAL PLC - LETTER OF APPOINTMENT AS
CHAIRMAN


 


I am delighted that you are joining Prudential.


 


I am now writing to set out the terms of your appointment as
Non-Executive Director and Chairman.  It
is agreed that this is a contract for services subject to the Company’s
Articles of Association as amended from time to time and does not constitute a
contract of employment.


 


1.              Appointment


 


We have agreed that you will join the Board of the Company on 1st September 2008 and then take up your
appointment as Chairman on 1st January 2009.


 


Your appointment as Non-Executive Director and Chairman is subject to
election by shareholders at the AGM in 2009. 
Continuation of your appointment will be contingent on satisfactory
performance and re-election at forthcoming AGMs.  This appointment is for
an initial three-year term from the date of election by shareholders, and the
Board may invite you to serve for additional period(s).


 


The appointment may be terminated by and at the discretion of either
party upon twelve months written notice. 
Upon termination you will not be entitled to any compensation, other
than accrued pro-rata fees, and you shall also cease to be a member of any
committee or sub-committee of the Board.


 


2.              Fees, Shareholding and Dealing


 


2.1  Fees


 


You will be entitled to a fee for your services as Non-Executive
Director and Chairman of £500,000 per annum. 
This fee will be fixed for 3 years.


 


All fees are payable monthly in arrears, net of any tax and National
Insurance contributions, which the Company is required to deduct.


 


As a Non-Executive Director you are not entitled to participate in any
of the Group’s executive remuneration programmes or pension arrangements.


 

















 


Shareholding


 


The net proceeds after tax and National Insurance
deductions of £25,000 per annum of your gross fees will be deducted at source,
in equal quarterly instalments, and applied in the purchase of ordinary shares
in Prudential plc on your behalf.  This
transaction will take place on the last working day each Quarter.  These shares must be held whilst you are in
office.


 


I draw your attention to Article 103
onwards of the enclosed Articles of Association of the Company which deal with
a number of matters relating to Directors. 
Article 110 requires you to be a beneficial owner of 2,500
Prudential shares and to retain them during the tenure of your office.  The Articles require that these shares be
acquired within one year of your appointment if you do not already have an
interest in the required number of shares.


 


Share Dealing


 


During your term in office you will be subject to Prudential’s Share
Dealing Rules, full particulars of which can be found on our Directors’
website.  These are updated as required
to reflect changes in legislation and regulations, and will provide you with
the necessary guidance on the steps you need to take and other considerations
relating to share dealings.


 


If you have any questions on this please consult with Group
Secretariat.  The relevant announcement
for the acquisition of shares on your behalf at the end of each Quarter will be
made automatically.  Details of any other
dealings need to be notified to Group Secretariat on the day of dealing so that
the announcement can be made within the required time limit.


 


3.              Duties,
Committees and Time Commitment


 


3.1  Duties


 


Your duties as Chairman will be assigned by the Board and will be
consistent with the current Terms of Reference attached at Appendix 1 of this
document. These Terms of Reference are reviewed and signed off by the Board
annually.


 


3.2  Committees


 


The three main Committees are Audit, Remuneration and Nomination.  You will act as Chairman of the Nomination
Committee and whilst not a member, will be invited to attend meetings of the
Audit and Remuneration Committees.


 


3.3  Time Commitment


 


We have agreed that Prudential will be your principal focus.  You will devote such time to your duties as
the Board reasonably considers necessary. 
We would anticipate a time commitment of approximately 2-3 days per
week.  We currently schedule a total of
eight  Board meetings per year, one of
which is followed by the AGM.  The Board
usually holds two of these meetings at one of the Business Units and this
coincides with a detailed presentation on that Business Unit by its senior
management.   Appendix 2 of this letter
sets out the current timetable of relevant dates and events agreed for 2008 and
2009.


 


4.              Car and Office Facilities


 


The use of a chauffeur driven car of a type appropriate to your status
will be made available to you.


 


You will be provided with an office and secretary at the Company’s Head
Office at Arthur Street as your principal place of work.


 


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Both will be provided on a full-time basis to cover all your
commitments including those outside Prudential.


 


5.              Life Assurance


 


The Company will provide life assurance cover of 4 times your annual
fee.


 


6.              Medical Cover


 


The Company will arrange appropriate cover under the terms of its
medical insurance scheme (subject to the rules of that scheme from time to
time) to provide private health care for you, your wife and dependent children
under 21 years of age.  The Company
reserves the right to request you to undergo a medical examination as a
condition of providing cover.


 


7.              Expenses


 


Directors are entitled to claim for all travelling, hotel and other
expenses properly incurred by them in connection with their attendance at
meetings of the Board or Committees of the Board, general meetings or separate
meetings of the holders of any class of shares or of debentures of the Company
or otherwise in connection with the discharge of their duties.


 


8.     Induction, Evaluation and Development


 


Following your appointment, the Company will provide an induction
programme.  This will include meetings
with senior management and the Company’s auditor.


 


The performance of individual Directors and the whole Board and its
Committees is evaluated annually.  As
Chairman you will lead this exercise.


 


As a Director you will be invited to appropriate educational and/or
professional development programmes.  The
Secretary will consult each director annually to ascertain their specific
professional development needs.


 


9.     Conflicts of interests and disclosure obligations


 


It is accepted and acknowledged that you have duties and business
interests other than those of the Company and we have discussed these and
agreed that no conflicts of interest currently exist.  In the event that you become aware of any
future potential conflicts of interest, these should be disclosed to me and the
Company Secretary as soon as apparent and also prior to accepting appointments.  In particular we would not wish our Chairman
to serve on the Boards of financial services competitors, take up the
Chairmanship of another public company or take on an Executive role.


 


The Company has an obligation to record on its register of directors
details of other directorships which are or were held during the past five
years by its directors.  This
information, together with non-statutory offices, is also required to be
disclosed to insurance regulators in the US on an annual basis.  Any changes in your external appointments,
including non-statutory offices, should be notified to the Company Secretary or
Deputy Group Secretary on an ongoing basis. In particular, any changes in your
directorships of other quoted companies worldwide need to be notified promptly,
preferably the next business day, as the Company is required to announce this
to the London Stock Exchange, the SEC and the New York Stock Exchange.


 


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10.   Confidentiality


 


All information acquired during your appointment is confidential to the
Company and should not be released, either during your appointment or following
termination (by whatever means), to third parties without prior clearance from
the Board.  You accept that damages would
not be a sufficient remedy for unauthorised disclosure of information.


 


11.       
Directors’ and officers’ protection


 


The Company has directors’ and officers’ liability insurance and it is
intended to maintain such cover for the full term of your appointment.  A brief summary of the cover can be found at
Appendix 3.


 


The Company has also resolved to provide you with indemnity cover for
directors’ and officers’ liability within the limitations imposed by law.  In addition, the Company will provide you
with a limited indemnity for certain personal liabilities
you may suffer in the course of your appointment, subject again to applicable
statutory and other limitations, pursuant to the Company’s constitutional
documents or otherwise.   Two copies of
your Letter of Indemnity are enclosed. 
Please sign both, keep one for your personal records, and return the
other to me.


 


The Board has also resolved to have a discretionary payments policy
(subject to regular review), the existence of which Directors (executive and
non-executive) and certain employees or members of the Prudential Group may
rely on, to protect them from personal liability arising out of the bona fide
performance of their duties on behalf of the Group.


 


12.   Independent professional advice


 


Occasions may arise when you consider that you need professional advice
in the furtherance of your duties as a Director, and it may be appropriate for
you to seek advice from independent advisors at the Company’s expense.  This would normally be arranged through the
Company Secretary.  The Company will
reimburse the full cost of expenditure incurred in accordance with the
policy.  Details of the agreed procedure
under which Directors may obtain such independent advice can be found in the
Prudential Guidance Notes for Directors.


 


13.        Prudential Code of Conduct


 


During the period of your employment you will comply with the UK Listing
Authority’s Model Code for Securities Transactions for Directors of Listed
Companies, the Company’s Code of Conduct (a copy of which is enclosed at
Appendix 4) and any internal rules, regulations and policies applicable to
Directors which the Board may specify from time to time.


 


14.        Supplemental Letter


 


On receipt of your signed acceptance, Company Secretary will follow up
with a Supplemental Letter covering the practical details and paperwork to
complete your appointment.


 


I should be grateful if you would confirm your agreement to the above
by signing and returning to me the enclosed duplicate of this letter.


 


Yours sincerely


 


 


	
  /s/ James H Ross

  	
   

  
	
   

  	
   

  
	
  James Ross

  	
   

  



Senior Independent Director


For and on behalf of Prudential plc


 


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Acknowledgement:


 


1.               I acknowledge
that this appointment letter does not constitute a contract of employment.


 


2.               I irrevocably
instruct Prudential plc to deduct all relevant amounts from each fee payment
due to me and to apply the appropriate amount in the purchase of shares on my
behalf as set out above.


 


 


	
  Signed:

  	
  /s/ Harvey A McGrath

  	
   

  
	
   

  	
  Harvey McGrath

  	
   

  



 


Encl.


 


Appendix 1: Terms of Reference of the Chairman of Prudential


Appendix 2: Timetable of Board Meetings 2008 and 2009


Appendix 3: Guidance on Policy on Protection of Directors


Appendix 4: Code of Conduct


 


Articles of Association of Prudential plc


Letter of Indemnity (x2)


 


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Prudential plc Chairman Terms of
Reference


 


The Chairman
is responsible for:


 


1.              Managing Board business


 


1.1         the protection of shareholders’ interests;


 


1.2         the leadership and the governance of the Board as a
whole, the setting of the Board’s agenda, presiding over meetings of the Board
to ensure its smooth and effective running in discharging its responsibilities
to the Group’s shareholders and organising the management of the Board’s
business;


 


1.3         ensuring that information provided to the Board is
timely, accurate and clear;


 


1.4         ensuring, in collaboration with the Group Chief
Executive, that sufficient time is allowed for consideration by the Board of
the strategic and other issues facing the Group and that the Board is presented
with sufficient analysis appropriate to the scale and nature of the decisions
that it is asked to make;


 


1.5         ensuring, in collaboration with the Group Chief
Executive, that the appropriate  issues
are brought to the Board in accordance with its Terms of Reference, that there
is open and honest debate and that there are clear lines of authority,
reporting and delegation in force which are effectively implemented;


 


1.6         ensuring the overall effectiveness of the Board and
the implementation of its decisions;


 


1.7         developing, in conjunction with the Nomination
Committee and the Group Chief Executive, an effective Board as regards its
composition, skills and competencies. 
This will involve developing procedures and processes for effective
corporate governance, and a systematic and regular review of the performance of
the Board as a whole, its Committees and the contribution of individual
Directors and, further, acting on the outcomes of such regular review;


 


1.8         the establishment of Board Committees such as Audit,
Remuneration and Nomination Committees with the appropriate delegated
authorities which are clearly defined by Terms of Reference, and for ensuring
the timeliness and completeness of information and essential reports to and
from these Committees; and


 


1.9         organising regular meetings of the Non-Executive
Directors without Executive Directors present.


 


2.              Membership and Composition of the Board


 


2.1         before recommending an appointment, evaluating the
balance of skills, knowledge and experience on the Board to make
recommendations to the Nomination Committee relating to the appointment of new
Directors;


 


2.2   ensuring
that the Directors receive a full formal and tailored induction programme and
that they keep their skills and knowledge up-to-date;


 


2.3         ensuring, in conjunction with the Group Chief
Executive, that there is succession planning for all Executive Director
positions; and


 


2.4         maintaining an effective and constructive liaison with
the Non-Executive Directors, encouraging their engagement so as to maximise their
contribution to the work of the Board and also ensuring constructive relations
between Executive and Non-Executive Directors.


 


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3.              Governance


 


3.1         leading the Board’s determination of appropriate corporate
governance and business values and of their dissemination through the Group;
and


 


3.2         establishing with the Board as a whole the ethos,
values and culture of the Group.


 


4.              Relationship with the Group Chief Executive


 


4.1   providing
support and advice to the Group Chief Executive; and


 


4.2   discussing
with the Group Chief Executive the broad strategic plans that the Group will
follow prior to submission to the Board and ensuring that the Board is aware of
the necessary resources to give effect to the components of that strategic
plan. The Chairman will also be expected to play a role, together with the
Group Chief Executive, on strategic issues.


 


5.               Representing
the Group externally to shareholders and other stakeholders


 


5.1         representing the Group externally at a business,
political and community level, together with the Group Chief Executive. In
particular, it is part of both the Chairman and Group Chief Executive’s roles
to represent the Group’s views and position as determined by the Board on key
public policy and industry matters and to communicate them effectively to
governments, other public organisations and regulatory authorities. The
Chairman and Group Chief Executive will decide which of them will lead on any
particular matters;


 


5.2         balancing the interests of different categories of
stakeholders, (e.g. shareholders, customers, employees, regulators) and
preserving an independent view and ensuring effective communication with
stakeholders on all matters;


 


5.3         ensuring effective communication with shareholders and
that relevant governance and strategy issues are discussed with major
shareholders and that their views are communicated to the Board as a whole;


 


5.4         maintaining and enhancing the reputation of the Group;
and


 


5.5         supporting the commercial activities of the Group and
meeting with internal and external groups as required from time to time.


 


 


 


 


Approved by
the Prudential plc Board on 18 September 2008


 


 


 


 


 


	
  Chairman:

  	
   

  



 


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