Exhibit 4.2


 


 


Private and Confidential


DAVID CLEMENTI

DEACON HOUSE


 


ATHERTON DRIVE


 


WIMBLEDON
COMMON


 


SW19 5LB


 


 


5 SEPTEMBER 2002


 


 


Appointment as Chairman


 


I am delighted
that you will be joining Prudential.


 


I have set out
below a record of the terms of your appointment as a director and Chairman of
Prudential plc (the Company).  We have agreed that you will join the Board
of the Company on 1  December 2002.


 


Appointment


 


1.     Your appointment as director and Chairman, is subject to re-election
when appropriate by shareholders in general meeting.  The appointment may be terminated by either party giving to the
other not less than twelve months’ notice in writing. Your appointment will be
subject to the Company’s Articles of Association as amended from time to time.


 


Duties


 


2.     Your duties as Chairman (which will be consistent with your
position) will be assigned by the Board and will also include the duties set
out in the first attachment to this letter. 
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.


 


You will
devote such time to your duties as the Board reasonably considers necessary; we
would expect this to require at least three days a week and holidays should be
taken so as not to interfere with the proper performance of your duties.  A second attachment to this letter describes
the frequency of Board meetings and the opportunity for more informal meetings
amongst directors.  We would expect you
to facilitate and actively participate in these informal gatherings which we
consider to be a very important contribution to 


 

















 


the effective
functioning of the Board.  Group
Secretarial will ensure that you have a timetable of relevant events agreed for
2002 and 2003.


 


Fees


 


3.     You will be entitled to a fee for your services as director and
Chairman of £420,000 per annum  (less
any necessary statutory deductions) which will be reviewed annually in
June.  This will be payable in arrears
by equal monthly instalments. You will not be eligible for participation in the
Company’s pension, bonus or share incentive schemes.


 


Expenses


 


4.     You will be reimbursed for all reasonable out of pocket expenses
necessarily incurred in carrying out your duties in accordance with the
Company’s reimbursement policies for directors.


 


Car and Office Facilities


 


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


 


6.     You will be provided with an office and secretary at the Company’s
head office because we expect this to be your principal place of work.


 


Pension and Life Assurance


 


7.     The Company will pay a monthly contribution, equal to 25% of your
monthly fee, for pension purposes. The Company will provide life assurance
cover of 4 times your annual fee.


 


Medical Cover


 


8.     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.


 


Shareholding Requirement


 


9.     You will comply with any shareholding policies for directors adopted
by the Company from time to time.  Under
our Articles all directors are required to hold 2,500 Prudential shares to be
acquired (if necessary) within two months of joining the Board.


 


Other directorships and business interests


 


10.   It is recognised that you have other duties and business
interests.  You will notify the Board of
any conflict of interest which may arise between such other duties and
interests and your duties as Chairman.


 


11.   During your appointment you will obtain agreement from the Board
(which shall not be unreasonably withheld) prior to accepting any other
directorships.  


 

















 


An additional
two directorships is likely to be acceptable (providing they do not interfere
with your commitments to the Company) although we would not expect you to hold
a position as Chairman of another public company or to take on an executive
role.


 

















 


Code of conduct


 


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


 


Directors & Officers liability


 


13.   In addition to the protections available under the Directors and
officers insurance policies maintained for the Group, in accordance with their
terms as amended from time to time, you will also be entitled to the benefit of
the formal policy for the protection of directors and employees (as described
in the attached letter) and to the letter of indemnity (also attached).


 


Confidentiality


 


14.   You will appreciate the need for the highest standards of
confidentiality.  You agree not to make
use of, divulge or communicate to any person or company (whether during the
course of the appointment or at any time after its termination), any
confidential information concerning the Company and any of its subsidiaries or
associated companies which you acquire by virtue of your position as a
director, except in the proper performance of your duties or with the prior
consent of the Board.


 


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.


 


/s/  Roger Hurn


Sir Roger Hurn


For and on
behalf of Prudential plc


 


 


Encl.


 


I have read
and agree to the above terms regarding my appointment as a director and
Chairman of Prudential plc.


 


	
  /s/  David Clementi

  	
   

  	
     5.9.02

  	
   

  
	
  David
  Clementi

  	
   

  	
  Date