EXHIBIT 4.2


 


THE PRUDENTIAL BUSINESS UNIT PERFORMANCE PLAN


 


The
Company and any of its Subsidiaries may nominate any of their employees to
participate in the Plan and the Subsidiaries may bear the associated costs of
any such participation as determined by the Company.


 


1.                                      DEFINITIONS


 


1.1                                 In this Plan, unless the context otherwise requires, the following
words and expressions shall have the following meanings, namely:


 


Adoption
Date means the date of the adoption of
the Plan by the Company in general meeting;


 


Average
Market Value means in relation to a
Share, the average of the Market Value of such a Share during the calendar year
preceding the Date of Grant (calculated on such appropriate basis as the
Committee may determine);


 


Award
Letter means the document setting out
the rights and obligations attaching to a Business Performance Award and which
may incorporate by reference the rules of the Plan;


 


Business
Performance Award means an award granted
in the form referred to in Rule 2.1 of this Plan entitling a Participant to
acquire a number of Shares and to be paid a cash sum subject to the terms of
the Plan;


 


Cause means (i) gross misconduct; (ii) gross negligence; (iii)
insubordination; (iv) conviction of a criminal offence (other than a road
traffic offence not subject to a custodial sentence); (v) continued substantial
non-performance of duties; (vi) breach of any non-competition or
non-solicitation provision in any agreement to which the Participant is a
party; or (vii) any other ground which would entitle the employing company to
terminate the Participant’s employment summarily and without notice under the
terms of the employment contract or under the law of the jurisdiction
applicable to the Participant’s employment at the time of such termination;


 


the
Committee means the Remuneration
Committee of the board of directors of the Company or any other duly authorised
committee;


 


the
Company means Prudential plc;


 


Control has the meaning given to that word by section 840 of the Taxes Act;


 


Date of
Grant means the date on which a Business
Performance Award is granted;


 


Dealing
Day means any day on which the London
Stock Exchange is open for business;


 


Employee means any employee or executive director of a member of the Group
whose terms of service require him to devote substantially the whole of his
working


 


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time to the businesses of the Group and who
has not given or been given notice terminating his employment;


 


Executive
Share Scheme means any employee share
scheme adopted by the Company under which individuals may be selected for
participation at the discretion of the body administering that scheme;


 


Financial
Year means an accounting reference
period of the Company as defined in accordance with section 224 of the
Companies Act 1985;


 


Grant
Period means the period of 42 days
commencing on any of the following:


 


(a)                                  the Adoption Date;


 


(b)                                 the day on which the Company makes an announcement of its results
for the last preceding financial year, half year, quarter or other period; or


 


(c)                                  any day on which the Committee resolves that exceptional
circumstances exist which justify the grant of Business Performance Awards and
for the avoidance of doubt the hire of a new Employee may fall to be treated as
such an exceptional circumstance;


 


the
Group means the
Company and the Subsidiaries and member of the Group shall be construed
accordingly;


 


Market
Value means, in relation to a Share on
any Dealing Day, the middle market quotation for a Share as derived from the
Daily Official List of the London Stock Exchange for that Dealing Day;


 


Participant means any individual who holds a subsisting Business Performance
Award (including, where the context permits, the legal personal representative
of a deceased Participant);


 


Performance
Conditions mean the conditions specified
by the Committee at the Date of Grant in relation to a Business Performance
Award or as amended from time to time;


 


Performance
Period means unless foreshortened
pursuant to Rules 9, 11, 12, 11.1 or 16 of this Plan a period of three years
commencing on the Start Date during which the Performance Condition is to be
satisfied or such longer period as the Committee may specify for specific
Participants;


 


the Plan
means the rules of this Plan as amended
from time to time;


 


Share
Plan Committee means the committee
established by the board of the Company to administer the Plan;


 


Shares means fully paid ordinary shares in the capital of the Company (or
shares representing those shares following any reorganisation of the share
capital of the Company);


 


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Start Date means in relation to a Business Performance Award the beginning of
the Financial Year in which the Award is granted or such later date as may be
specified by the Committee on the Date of Grant;


 


Subsidiary means any subsidiary of the Company within the meaning of section
736 of the Companies Act 1985 over which the Company has Control;


 


Taxes
Act means the Income and Corporation
Taxes Act 1988;


 


Treasury
Shares means any Shares held as treasury
shares by the Company within the meaning of section 162A(3) of the Companies
Act 1985;


 


Trustee means the trustee from time to time of any employee trust which the
Committee selects to grant and/or satisfy Business Performance Awards; and


 


Vesting means the determination by the Committee of:


 


(a)                                  the extent to which the Performance Conditions attaching to a
Business Performance Award have been satisfied; and


 


(b)                                 the number of Shares (if any) in respect of which a Business
Performance Award shall be released


 


and
Vest shall
be construed accordingly.


 


1.2                                 Where the context permits the singular shall include the plural and
vice versa and the masculine shall include the feminine. Headings shall be
ignored in construing the Plan.


 


1.3                                 References to any act of Parliament shall include any statutory
modification, amendment or re-enactment thereof.


 


2.                                      GRANT OF BUSINESS PERFORMANCE
AWARDS


 


2.1                                 The Committee may, during a Grant Period, grant Business Performance
Awards to Employees selected by the Committee in its absolute discretion. A
Business Performance Award shall allow a Participant to be paid a cash sum and
to acquire a number of Shares in such proportions as the Committee may
determine at the Date of Grant of a Business Performance Award.


 


2.2                                 To the extent that a Business Performance Award comprises of Shares,
the Committee may grant a Business Performance Award in the form of a nil cost
option, a right to acquire Shares, a conditional allocation of Shares or in
such other form as may confer on the Participant an equivalent economic
benefit.


 


2.3                                 Nothing in this Plan or in any Employee’s contract of employment
shall be construed as giving to any Employee a right to be considered for
participation in the Plan or to receive the grant of any Business Performance
Award.


 


2.4                                 The grant of a Business Performance Award and/or the payment of the
cash sum and the delivery of Shares upon release thereof shall be conditional
on the


 


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Participant agreeing to comply with any
arrangements specified by the Company for the payment of taxation and any
social security contributions in respect of the Business Performance Award
(including without limitation the right of the Company to deduct any taxation
or social security liability from the cash sum and to arrange the sale on his
behalf of sufficient Shares to satisfy any taxation or social security
liability on his part which the Company or any member of the Group may be
liable to withhold).


 


2.5                                 A Participant shall not have any beneficial ownership of the Shares
which are the subject of a Business Performance Award granted to him, and
accordingly shall not have any right to any dividends or voting rights
attaching to the Shares save as set out in Rule 6 below.


 


2.6                                 A Participant shall not be required to pay for the grant of a
Business Performance Award.


 


2.7                                 An Employee to whom a Business Performance Award is granted may, by
notice in writing to the Company given within 30 days after the Date of Grant,
renounce in whole or in part his rights under the Business Performance Award.


 


2.8                                 As soon as practicable after the Date of Grant the Committee shall
procure the issue to a Participant of an Award Letter in respect of the
Business Performance Award. The Award Letter shall specify, inter alia, the
following:


 


(a)                                  the dates on which the relevant Performance Period shall start and
end;


 


(b)                                 the details of the Performance Conditions imposed in accordance with
Rule 3.1 and the manner in which the Performance Conditions will determine the
number of Shares that may be acquired on Vesting of the Business Performance
Award;


 


(c)                                  whether a Business Performance Award shall be enhanced in accordance
with Rule 6; and


 


(d)                                 the proportions of cash and Shares to which the Business Performance
Award relates.


 


2.9                                 No Business Performance Award shall be granted under the Plan later
than the tenth anniversary of the Adoption Date.


 


2.10                           Every Business Performance Award granted hereunder shall be personal
to the Participant and, except in the event of the death of a Participant,
neither the Business Performance Award nor the benefit thereof may be
transferred, assigned, charged or otherwise alienated Any transfer or exercise
otherwise than as permitted under this Rule 2.10 shall cause the Business
Performance Award to lapse.


 


3.                                      PERFORMANCE CONDITIONS


 


3.1                                 Each Business Performance Award shall be subject to one or more
Performance Conditions which will determine the amount of cash which the


 


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Participant will be entitled to be paid and
the number of Shares which the Participant will be entitled to acquire on
Vesting of the Business Performance Award. The Committee may impose different
Performance Conditions for Performance Awards granted to different Participants
in the same Financial Year or to Participants in different Financial Years.


 


3.2                                 The Performance Conditions may be amended after the Date of Grant
if:


 


(i)    those circumstances which prevailed at the Date of Grant and which
were relevant to the Performance Conditions when they were originally imposed
have subsequently changed; and


 


(ii)   the Committee is satisfied that any such amended Performance
Conditions would be a fairer measure of performance and the Committee reasonably
considers that such amended Performance Conditions are consistent with and no
more or less demanding to satisfy than the original Performance Conditions.


 


4.                                      PLAN LIMITS


 


4.1                                 No Business Performance Award shall be granted on any day to the
extent that the result of that grant would be that:


 


(a)                                  the aggregate number of Shares that could be issued on Vesting or
release of that Business Performance Award when added to the number of Shares
that:


 


(i)    could be issued on the exercise, vesting or release of any other
subsisting Business Performance Award granted during the preceding ten years
under the Plan;


 


(ii)   have been issued on Vesting or release of any subsisting Business
Performance Award granted during the preceding ten years under the Plan;


 


(iii)  could be issued pursuant to any other awards, options or rights
granted during the preceding ten years under any other employee share scheme
adopted by the Company; and


 


(iv)  have been issued pursuant to any other awards, options or rights
granted during the preceding ten years under any other employee share scheme
adopted by the Company


 


would exceed 10 per cent of the ordinary
share capital of the Company from time to time in issue;


 


(b)                                 the aggregate of the number of Shares that could be issued on
Vesting or release of that Business Performance Award when added to the number
of Shares that:


 


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(i)    could be issued on Vesting or release of any other subsisting
Business Performance Award granted during the preceding ten years under the
Plan;


 


(ii)   have been issued on Vesting or release of any subsisting Business
Performance Award granted during the preceding ten years under the Plan;


 


(iii)  could be issued pursuant to any other awards, options or rights
granted during the preceding ten years under any other Executive Share Scheme
adopted by the Company; and


 


(iv)  have been issued pursuant to any other awards, options or rights
granted during the preceding ten years under any other Executive Share Scheme
adopted by the Company


 


would exceed 5
per cent of the ordinary share capital of the Company from time to time in
issue.


 


4.2                                 Where Shares are transferred or to be transferred from treasury
under this Plan or any other employees’ share scheme established by the Company
and for as long as it remains best practice to do so in accordance with
institutional shareholder guidelines, such Shares shall be treated, for the
purpose of this Rule 4 as Shares that are issued or issuable.


 


5.                                      INDIVIDUAL LIMITS


 


5.1                                 A Business Performance Award shall not be granted to an Employee if
such grant would cause the maximum cash sum payable and the total Average
Market Value of the maximum number of Shares that may be acquired upon exercise
or release of the Business Performance Award (as measured at the Date of Grant)
when aggregated with the maximum cash sum payable and the total Average Market
Value of the maximum number of Shares that may be acquired pursuant to any
other Business Performance Award granted to the Employee under the Plan or any
award granted under the Prudential Performance Share Plan in the same Financial
Year, to exceed 3.5 times the Employee’s annual basic salary in respect of his
employment with the Group as at the Date of Grant.


 


5.2                                 In case of an Employee who is working and based in the United States
or such other jurisdiction as the Committee determines at the Date of Grant,
the limit referred to in Rule 5.1 above shall be 5.5 times the Employee’s
annual basic salary in respect of his employment with the Group as at the Date
of Grant.


 


5.3                                 In the case of an Employee who is an executive director of the
Company, the total Average Market Value of the maximum number of Shares that
may be acquired upon exercise or release of the Business Performance Award
shall represent at least 50 per cent. of the sum of (i) the total Average
Market Value (as measured at the Date of Grant); and (ii) the maximum cash sum
payable to the Employee pursuant to the Business Performance Award.


 


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6.                                      DIVIDENDS


 


If
a dividend is payable on Shares and the Committee has so determined at the Date
of Grant of a Business Performance Award, the Business Performance Award shall
be enhanced by increasing the number of Shares comprised in the Business Performance
Award by an additional number of Shares having a Market Value at the time the
dividend is paid equivalent to the gross or net of tax value of the dividend
and the enhanced Business Performance Award shall be exercisable in accordance
with these rules on the same basis as the original Business Performance Award,
unless the Committee has determined otherwise at the Date of Grant.


 


7.                                      VESTING OF BUSINESS
PERFORMANCE AWARDS


 


7.1                                 Save as otherwise permitted in the rules of the Plan, a Business
Performance Award shall only Vest if the Participant remains an employee of a
member of the Group until the third anniversary of the Date of Grant (or such
other date as may be determined by the Committee if the Performance Period
exceeds three years).


 


7.2                                 Notwithstanding rule 7.1, a Business Performance Award shall not
Vest unless the Committee is satisfied that the underlying financial
performance of the Company during the Performance Period is such as to justify
the Vesting of such award.


 


7.3                                 As soon as reasonably practicable after the end of the last
Financial Year of the Performance Period the Committee shall determine whether
and the extent to which the Performance Conditions imposed under Rule 3.1 and
the requirement of Rule 7.2 have been satisfied and shall notify a Participant
of its determination.


 


7.4                                 Save as otherwise provided in these Rules, if a Business Performance
Award Vests, the Participant shall be entitled to be paid such cash sum and
issued or transferred such number of Shares as is determined by the Committee
in accordance with the Performance Conditions imposed under Rule 3.


 


8.                                      LAPSE OF BUSINESS PERFORMANCE
AWARDS


 


8.1                                 Notwithstanding any other provisions in these rules, a Business
Performance Award shall lapse automatically on the earliest of:


 


(a)                                  the Participant being declared bankrupt or entering into any general
composition with or for the benefit of his creditors, including a voluntary
arrangement under the Insolvency Act 1986;


 


(b)                                 the dismissal of the Participant for Cause;


 


(c)                                  the date on which the Participant ceases to be an Employee for any
reason mentioned in Rule 9.2 below where the Committee has not exercised its
discretion under Rule 9 to allow the Business Performance Award to Vest or be
retained;


 


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(d)                                 the date on which the Participant ceases to be an Employee for any
reason other than one referred to in Rule 9.2 below whether such cessation is
lawful or unlawful;


 


(e)                                  the date on which the Committee determines that the Performance Conditions
for a Performance Period have not been satisfied or the underlying performance
of the Company does not justify vesting; and


 


(f)                                    on a general offer for the Company, scheme of arrangement,
winding-up of the Company or demerger in accordance with Rule 11.4, 12.2, 12.6,
13.2 and 16.2 below.


 


9.                                      CESSATION OF EMPLOYMENT


 


9.1                                 Save as otherwise provided in Rule 9.2 if a Participant ceases to be
an Employee before the third anniversary of the Date of Grant (or such other
date as may be determined by the Committee if the Performance Period exceeds
three years), the Business Performance Award shall lapse on the date of such
cessation.


 


9.2                                 If a Participant ceases to be an Employee before the third
anniversary of the Date of Grant (or such other date as may be determined by
the Committee if the Performance Period exceeds three years) by reason of:


 


(a)                                  death;


 


(b)                                 injury or disability (as determined by the Committee);


 


(c)                                  retirement at or after the date on which he is bound or expected to
retire under his contract of employment;


 


(d)                                 his employing company ceasing to be a member of the Group;


 


(e)                                  the business (or part of the business) in which he is employed being
transferred to a transferee which is not a member of the Group; or


 


(f)                                    for any other reason at the Committee’s discretion


 


the relevant Business Performance Award
shall lapse forthwith upon such cessation unless the Committee in its absolute
discretion determines otherwise in which case Rules 9.3 to 9.6 shall apply to
the Award depending on the reason for the cessation.


 


9.3                                 If a Participant ceases to be an Employee before the third
anniversary of the Date of Grant (or such other date as may be determined by
the Committee if the Performance Period exceeds three years) by reason of
death, injury or disability (as determined by the Committee), the relevant
Performance Period shall be treated as coming to an end and the Business
Performance Award relating to that Performance Period shall Vest on cessation
of employment. The Committee may determine the cash sum payable to the
Participant and the number of Shares in respect of which the Business
Performance Award shall Vest in its absolute discretion having regard to the
extent to which the relevant Performance Conditions have been satisfied at the
date of


 


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the cessation of employment and the number
of complete months that have elapsed during the Performance Period up to the
cessation of employment.


 


9.4                                 If a Participant ceases to be an Employee before the third
anniversary of the Date of Grant (or such other date as may be determined by
the Committee if the Performance Period exceeds three years) by reason of
retirement at or after the date on which he is bound or expected to retire
under his contract of employment, the Participant’s Business Performance Award
shall continue and Vest at the end of the Performance Period to the extent that
the Performance Conditions are satisfied at the end of the Performance Period.
The cash sum payable to the Participant and the number of Shares in respect of
which the Business Performance Award shall Vest shall be the number derived
from the measurement of the relevant Performance Conditions as at the end of
the Performance Period multiplied by the fraction A/B (where A is that part of
the Performance Period (measured in complete months) from the beginning of the
Performance Period to the date of retirement and B is 36 (or such other greater
number as equals the number of months in the full Performance Period)). Notwithstanding
the above, the Committee may, in exceptional circumstances, determine that the
Business Performance Award may Vest immediately upon the date of retirement or
a later date before the end of the Performance Period and/or that it may Vest
in respect of a greater or lesser amount of cash and number of Shares than is
otherwise determined in accordance with this Rule 9.4.


 


9.5                                 If a Participant ceases to be an Employee before the third
anniversary of the Date of Grant (or such other date as may be determined by
the Committee if the Performance Period exceeds three years) by reason of his
employing company ceasing to be a member of the Group or the business (or part
of the business) in which he is employed being transferred to a transferee
which is not a member of the Group, the Committee may in its absolute
discretion having regard to the circumstances and timing of the relevant
transaction determine whether:


 


(a)                                  the relevant Performance Period shall be treated as coming to an end
and the Business Performance Award relating to that Performance Period shall
Vest on cessation of employment in which case the cash sum payable to the
Participant and the number of Shares in respect of which the Business
Performance Award shall Vest shall be determined by the Committee in its
absolute discretion having regard to the extent to which the relevant
Performance Conditions have been satisfied at the date of the transfer or sale
and/or, as the Committee considers appropriate, the performance of the Company
and/or the circumstances of the relevant transaction and the number of complete
months that have elapsed during the Performance Period before the transfer or
sale; or


 


(b)                                 the Business Performance Award shall continue in which case the
Committee will make arrangements to substitute the Shares which are the subject
of a Business Performance Award for a cash entitlement or shares or other
securities of an appropriate company in the group to which the employing
company or business (or part of the business) in which the Participant is
employed has been sold or transferred having such value at the date of the sale


 


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or
transfer as the Committee shall decide so that the Business Performance Award
shall Vest at the end of the Performance Period and be subject to the terms of
the Plan but subject to such amendments and variations to the rules of the Plan
and the applicable performance conditions as the Committee determines is
appropriate in the circumstances.


 


9.6                                 If a Participant ceases to be an Employee before the third
anniversary of the Date of Grant (or such other date as may be determined by
the Committee if the Performance Period exceeds three years) for any other
reason at the Committee’s discretion, the Committee may determine in its
absolute discretion when the relevant Performance Period shall be treated as
coming to an end and the Business Performance Award relating to that
Performance Period shall Vest (whether at the date of cessation of employment
or later) and the cash sum and the number of Shares in respect of which the
Business Performance Award shall Vest having regard to the extent to which the
relevant Performance Conditions have been satisfied at the date determined by
the Committee and the number of complete months that have elapsed from the
beginning the Performance Period up to the cessation of employment.


 


10.                               RELEASE OF BUSINESS
PERFORMANCE AWARDS


 


10.1                           Subject to any necessary consents and to compliance by the
Participant with the terms of this Plan, the Participant shall be entitled to
and the Company shall procure within 30 days after the Vesting of the Business
Performance Award (or as soon as is practicable after such 30 day period)
the payment of the cash sum to which the Participant is entitled and the issue
or transfer to the Participant (or to his nominee) of the full legal and
beneficial ownership of the Shares to which he is entitled free from any liens,
charges or encumbrances. The Company shall (unless the Shares are to be issued
in uncertified form) as soon as practicable deliver or procure the delivery to
the Participant (or his nominee) of a definitive share certificate or other
evidence of title in respect of such Shares.


 


10.2                           Notwithstanding any other provision of this Plan, the Participant
shall not be entitled and the Company shall not be obliged to issue or procure
the transfer of Shares or pay cash in connection with a Business Performance
Award or take any other action under the Plan unless and until the Company is
satisfied that any applicable securities law, any requirement under any listing
agreement between the Company and any securities exchange, automated quotation
system or any regulatory body or any other law, regulation or contractual
obligation of the Company can be and have been complied with in full. The
Company may require any Participant to make such representations and furnish
such information as it may consider appropriate in connection with the issue or
transfer of Shares under this Plan. Certificates representing Shares will be subject
to such stop-transfer orders and other restrictions as may be applicable under
such laws, regulations and other obligations of the Company, and a legend or
legends may be placed thereon to reflect such restrictions.


 


10.3                           The Company may decide, if it is appropriate for legal, regulatory
or tax reasons, to make a cash payment to a Participant, in lieu of delivering
Shares, of an


 


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equivalent value to the Shares but subject
to any necessary deductions required by law.


 


11.                               GENERAL OFFER FOR THE COMPANY


 


11.1                           If any person (either alone or together with any person acting in
concert with him) obtains Control of the Company as a result of making a
general offer to acquire all or some of the Shares (other than those which are
already owned by him and/or any person acting in concert with him) and such
offer becomes or is declared unconditional in all respects, or having obtained
Control, makes such an offer, the Committee may, acting fairly and reasonably and
having regard to the circumstances of the general offer, determine in its
discretion whether a Participant’s Business Performance Awards:


 


(a)                                  shall be automatically exchanged for a new award under Rule 15; or


 


(b)                                 shall Vest to the extent determined by the Committee in its absolute
discretion under Rule 14.


 


11.2                           If the Committee determines that a Business Performance Award Vests
under Rule 11.1(b), the Business Performance Award shall be released in respect
of the number of Shares determined under Rule 14 within one month of the
offer becoming or being declared unconditional in all respects.


 


11.3                           If the Committee determines that a Business Performance Award Vests
under Rule 11.1(b) it may in addition determine in its discretion that the
Participant may voluntarily agree to exchange his Business Performance Award
for a new award under Rule 15.


 


11.4                           A Business Performance Award shall, without prejudice to the
operation of Rule 15, lapse in respect of such number of Shares as to which it
has not Vested as determined under this Rule 11 and Rule 14.


 


12.                               SCHEME OF ARRANGEMENT


 


12.1                           If a court shall direct that a meeting of the holders of Shares be
convened pursuant to section 425 of the Companies Act 1985 for the purpose of
considering a scheme of arrangement of the Company or its amalgamation with any
other company or companies, Business Performance Award the Committee may,
acting fairly and reasonably and having regard to the circumstances of the
scheme of arrangement, determine, in its discretion whether, upon the scheme of
arrangement being sanctioned by the court (the Relevant Condition), a Participant’s
Business Performance Award:


 


(a)                                  shall be automatically exchanged for a new award under Rule 15; or


 


(b)                                 shall Vest to the extent determined by the Committee in its absolute
discretion under Rule 14.


 


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12.2                           If the Relevant Condition is not satisfied, the Business Performance
Award shall continue. If the Relevant Condition is satisfied, the Business
Performance Award shall without prejudice to the operation of Rule 15
lapse automatically on the day immediately after the date on which the scheme
of arrangement is sanctioned by the court.


 


12.3                           If the Committee determines that a Business Performance Award Vests under
Rule 12.1(b), the Committee shall endeavour to procure that the scheme of
arrangement shall, so far as it relates to Shares, be extended to such
Participant as if each Share determined under Rule 14 had been allotted
and issued, or transferred, to him by that time.


 


12.4                           If the Committee determines that a Business Performance Award Vests
under Rule 12.1(b) it may in addition determine in its discretion that the
Participant may voluntarily agree to exchange his Business Performance Award
under Rule 15.


 


12.5                           Business Performance Awards shall not Vest under the foregoing
provisions of this Rule 12 if the purpose and effect of the scheme of
arrangement is to create a new holding company for the Company, such company
having substantially the same shareholders and proportionate shareholdings as
those of the Company immediately prior to the scheme of arrangement. A Business
Performance Award will in such circumstances continue and be treated as an
award over such number of Shares in the holding company as is determined to be
appropriate by the Committee, and reference in this Plan to “the Company” shall
be construed as references to such holding company as appropriate.


 


12.6                           A Business Performance Award shall, without prejudice to the
operation of Rule 15, lapse in respect of such number of Shares as to which it
has not Vested as determined under this Rule 12 and Rule 14.


 


13.                               VOLUNTARY WINDING-UP


 


13.1                           If notice is duly given of a resolution for a voluntary winding-up
of the Company then the Committee, acting fairly, reasonably and objectively,
may in its discretion allow Business Performance Awards to Vest. A Participant’s
Business Performance Award shall Vest to the extent determined by the Committee
in its absolute discretion under Rule 14.


 


13.2                           A Business Performance Award shall lapse in respect of such amount
of cash and such number of Shares as to which it has not Vested as determined
under Rule 11.1 and Rule 14.


 


14.                               DETERMINATION OF VESTING
LEVEL


 


Where
a Business Performance Award Vests before the expiry of the relevant
Performance Period under Rules 11 to 11.1, the cash sum payable to a
Participant and the number of Shares in respect of which the Business
Performance Award shall Vest shall be such amount of cash and number of Shares
as is determined by the Committee in its absolute discretion taking into
account: (i) the performance of the Company (including, without limitation, the
extent to which the Performance


 


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Conditions
have been or are likely to be achieved as at the date of the relevant event to
which Rules 11 to 13 refer) and (ii) the time elapsed between the Date of
Grant and the relevant event to which Rules 11 to 13 refer and in this regard
the Committee may, but shall not be obliged to, consider whether it is
appropriate to apply one of the following percentages to a Business Performance
Award to determine the extent to which a Business Performance Award shall Vest:


 


(a)                                  33% if the relevant event occurs during the first year of the
Performance Period;


 


(b)                                 67% if the relevant
event occurs during the second year of the Performance Period; and


 


(c)                                  100% if the relevant
event occurs during the third year of the Performance Period.


 


15.                               EXCHANGE OF BUSINESS
PERFORMANCE AWARDS


 


15.1                           Where Business Performance Awards are to be exchanged under this
Rule, any Business Performance Award (the Old Right) may (if the exchange is voluntary
under Rule 11.3 or Rule 12.4 or shall (if the exchange is automatic
under Rule 11.1(a) or Rule 12.1(a) be surrendered by the Participant
in consideration of the grant to the Participant of a new award (the New Right) which, in
the opinion of the Committee, is equivalent to the Old Right but relates to
shares (or a combination of cash and shares) in a different company. The
provisions of the Plan shall be construed in relation to the New Right as if:


 


(a)                                  the New Right were a Business Performance Award granted under the
Plan at the same time as the Old Right;


 


(b)                                 references to the Performance Conditions were references to such new
performance conditions relating to the business or shares of the company whose
shares are subject to the New Right (or any member of its group) as the
Committee may consider appropriate in the circumstances;


 


(c)                                  references to the Company and the Group were references to the
company whose shares are subject to the New Right and its group; and


 


(d)                                 references to Shares were references to shares in the new grantor.


 


16.                               DEMERGER


 


16.1                           If the Committee becomes aware that the Company is or is expected to
be affected by any demerger, dividend in specie, super dividend or other
transaction which, in the opinion of the Committee, would materially affect the
current or future value of any Business Performance Awards (whether by
increasing or reducing the value), the Committee, acting fairly, reasonably and
objectively, may in its absolute discretion treat some or all of the Business
Performance Awards as Vested to the extent to which the Performance Conditions
have or are likely to have been met at


 


13

















 


that time. The Committee shall specify when
such Vested Business Performance Award shall be released.


 


16.2                           A Business Performance Award shall lapse in respect of such amount
of cash and the number of Shares as to which it has not Vested in accordance
with this Rule 16.


 


17.                               ADJUSTMENT OF BUSINESS
PERFORMANCE AWARDS


 


In the event of:


 


(i)    any variation in the share capital or reserves of the Company
(including, without limitation, by way of capitalisation or rights issue or any
consolidation, sub-division or reduction); or


 


(ii)   the implementation by the Company of a demerger or the payment by
the Company of a dividend in specie or a super-dividend which would otherwise
materially affect the value of a Business Performance Award,


 


then
the terms of a Business Performance Award (including, if relevant, the
Performance Conditions applicable thereto) shall be adjusted in such manner as
the Committee shall determine in its absolute discretion provided that no
adjustment shall be made pursuant to this Rule 17 unless and until the auditors
for the time being of the Company (acting as experts not arbitrators) shall
confirm in writing to the Committee that such adjustment is in their opinion
fair and reasonable.


 


18.                               RIGHTS ATTACHING TO SHARES
ISSUED OR TRANSFERRED PURSUANT TO AWARDS


 


18.1                           All Shares issued or transferred pursuant to a Business Performance
Award shall be of equal rank in all respects with the Shares in issue at the
date of transfer or issue save as regards any rights attaching to such Shares
by reference to a record date prior to the date of transfer or issue.


 


18.2                           Any Shares acquired pursuant to a Business Performance Award shall
be subject to the articles of association of the Company from time to time.


 


19.                               AVAILABILITY OF SHARES


 


19.1                           The Company shall at all times keep available for issue sufficient
authorised but unissued Shares to satisfy all Business Performance Awards under
which Shares may be allotted or shall otherwise procure that Shares or Treasury
Shares are available for transfer in satisfaction of Business Performance
Awards.


 


19.2                           If and so long as the Shares are listed on the UK Listing Authority
and admitted to trading on the Official List of the London Stock Exchange, the
Company shall make application to the UK Listing Authority and to the London
Stock Exchange for any Shares allotted pursuant to a Business Performance Award
to


 


14

















 


become admitted to such listing on the
Official List of the UK Listing Authority and to trading on the Official List
of the London Stock Exchange.


 


20.                               ADMINISTRATION AND AMENDMENT


 


20.1                           Subject to Rules 20.2 and 20.3, the decision of the Remuneration
Committee shall be final and binding in all matters relating to the Plan and it
may at any time discontinue the grant of further Business Performance Awards or
amend any of the provisions of the Plan in any way it thinks fit.


 


20.2                           The Remuneration Committee shall not make any amendment that would
materially prejudice the interest of an existing Participant except with the
prior consent of the Participant.


 


20.3                           No amendment to the advantage of Employees or Participants may be
made to the basic structure of the Plan (as determined by the Committee but
including, without limitation, the definition of Employee, the limits under Rules 4 and
5, the terms of Shares to be provided under the Plan, the adjustment provisions
of Rule 17, the rights attaching to Shares and the amendment powers in this
Rule 20) without the prior approval of the Company in general meeting except in
the case of a minor amendment to benefit the administration of the Plan or an
amendment to take account of any applicable legislation or change in law or to
obtain or maintain favourable tax, exchange control or regulatory treatment for
Employees or Participants or any member of the Group.


 


21.                               GENERAL


 


21.1                           The Plan constitutes an employees’ share scheme for the purposes of
section 743 of the Companies Act 1985 (being a scheme for encouraging or
facilitating the holding of Shares). Any member of the Group may provide money
to the Trustee or any other person to enable them or him to acquire Shares to
be held for the purposes of the Plan, or enter into any guarantee or indemnity
for those purposes, to the extent not prohibited by section 151 of the
Companies Act 1985.


 


21.2                           Participation in the Plan by a Participant is a matter entirely
separate from, and does not affect, the terms and conditions of his office or
employment.


 


21.3                           An individual who participates in the Plan waives all and any rights
to compensation or damages in consequence of the termination of his office or
employment with any company for any reason whatsoever (whether such cessation
is lawful or unlawful) insofar as those rights arise, or may arise, from his
ceasing to have rights under or be entitled to exercise any Business
Performance Award under the Plan as a result of such termination or from the
loss or diminution in value of such rights or entitlements. If necessary, the
Participant’s terms of employment shall be deemed to be varied accordingly.


 


21.4                           Any notice or other document required to be given under or in
connection with the Plan may be given to a Participant electronically,
delivered to a Participant or sent by post to him at his home address according
to the records of his employing company or such other address as may appear to
the Company to be appropriate. Any


 


15

















 


notice or other document required to be
given to the Company under or in connection with the Plan may be given to the
Company electronically, delivered or sent by post to it at its registered
office (or such other place or places as the Committee may from time to time
determine and notify to Participants). Notices sent by post shall be deemed to
have been given on the day following the date of posting.


 


21.5                           Benefits under the Plan shall not be pensionable.


 


21.6                           The Company, or where the Committee so directs any Subsidiary, shall
pay the appropriate stamp duty on behalf of Participants in respect of any
transfer of Shares on the exercise of Business Performance Awards.


 


21.7                           The rules of the Plan shall be governed by, and construed in
accordance with, the laws of England and Wales.


 


16

















 


CONTENTS


 


	
  CLAUSE

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  DEFINITIONS

  	
   

  	
  1

  
	
  2.

  	
  GRANT OF BUSINESS PERFORMANCE AWARDS

  	
   

  	
  3

  
	
  3.

  	
  PERFORMANCE
  CONDITIONS

  	
   

  	
  4

  
	
  4.

  	
  PLAN
  LIMITS

  	
   

  	
  5

  
	
  5.

  	
  INDIVIDUAL
  LIMITS

  	
   

  	
  6

  
	
  6.

  	
  DIVIDENDS

  	
   

  	
  7

  
	
  7.

  	
  VESTING OF BUSINESS PERFORMANCE AWARDS

  	
   

  	
  7

  
	
  8.

  	
  LAPSE OF BUSINESS PERFORMANCE AWARDS

  	
   

  	
  7

  
	
  9.

  	
  CESSATION
  OF EMPLOYMENT

  	
   

  	
  8

  
	
  10.

  	
  RELEASE OF BUSINESS PERFORMANCE AWARDS

  	
   

  	
  10

  
	
  11.

  	
  GENERAL OFFER FOR THE COMPANY

  	
   

  	
  11

  
	
  12.

  	
  SCHEME
  OF ARRANGEMENT

  	
   

  	
  11

  
	
  13.

  	
  VOLUNTARY
  WINDING-UP

  	
   

  	
  12

  
	
  14.

  	
  DETERMINATION OF VESTING LEVEL

  	
   

  	
  12

  
	
  15.

  	
  EXCHANGE OF BUSINESS PERFORMANCE AWARDS

  	
   

  	
  13

  
	
  16.

  	
  DEMERGER

  	
   

  	
  13

  
	
  17.

  	
  ADJUSTMENT OF BUSINESS PERFORMANCE AWARDS

  	
   

  	
  14

  
	
  18.

  	
  RIGHTS ATTACHING TO SHARES ISSUED OR TRANSFERRED PURSUANT TO AWARDS

  	
   

  	
  14

  
	
  19.

  	
  AVAILABILITY
  OF SHARES

  	
   

  	
  14

  
	
  20.

  	
  ADMINISTRATION AND AMENDMENT

  	
   

  	
  15

  
	
  21.

  	
  GENERAL

  	
   

  	
  15

  
	
  CONTENTS

  	
   

  	
  17

  



 


17

















 


PRUDENTIAL PLC


 


 


THE PRUDENTIAL BUSINESS UNIT PERFORMANCE PLAN


 


 


Approved by the Company in general meeting on

18 May 2006