Exhibit 4.3


 


Mr L J H Becht

Reckitt Benckiser

103-105 Bath Road

Slough

SL1 3UH


 


22
January 2004


 


Dear Bart


 


PRUDENTIAL
PLC - LETTER OF APPOINTMENT


 


This letter
supersedes your previous letter of appointment dated 15 May 2002.  The Board of Prudential plc (“the Company”)
appointed you as non-executive Director with effect from 9 May 2002.  I am writing to set out the revised terms of
your appointment.  It is agreed that
this is a contract for services and does not constitute a contract of
employment.


 


Appointment


 


Your
appointment was effective for an initial term of three years commencing with
your election by shareholders at the AGM in 2003.  The appointment may be terminated by and at the discretion of
either party upon six months’ written notice. 
Continuation of your appointment has been and continues to be contingent
on satisfactory performance and re-election at forthcoming AGMs.  Non-executive Directors are typically
expected to serve two three-year terms, although the Board may invite you to
serve for an additional period.


 


Time
Commitment


 


We would
continue to anticipate a time commitment of approximately twelve days per year
depending on the amount of time needed for preparation.  This includes attendance at Board meetings,
Remuneration Committee meetings, the AGM, one annual strategy away day and one
site visit per year.


 


Whilst we acknowledge that you have other commitments which may mean you
will not be able to attend all meetings of the Board, you have confirmed that
you believe that you will be able to allocate sufficient time to the Company’s
affairs to meet the demands of the role. 
The agreement of the Chairman should be sought
before accepting additional commitments that might impact on the time you are
able to devote to your role as a non-executive Director of the Company.


 


Role


 


Non-executive
Directors have the same general legal responsibilities to the company as any
other Director.  The Board as a whole is
collectively responsible for the success of the Company.  The Board:


 


•                  Provides entrepreneurial
leadership of the Company within a framework of prudent and effective controls
which enable risk to be assessed and managed;


 


•                  Sets the Company’s
strategic aims, ensures that the necessary financial and human resources are in
place for the company to meet its objectives, and reviews management
performance; and


 


•                  Sets the Company’s
values and standards and ensures that its obligations to its shareholders and
others are understood and met.


 


Directors of
any company must take decisions objectively in the interests of that
company.  A summary of responsibilities
of Directors of financial institutions under the Financial Services and Markets
Act 2000 is enclosed.


 

















 


In addition to
these requirements of all Directors, the role of the non-executive Director has
the following key elements:


 


•                  Strategy.  Non-executive Directors should
constructively challenge and help develop proposals on strategy.


 


•                  Performance.  Non-executive Directors should scrutinise
the performance of management in meeting agreed goals and objectives and
monitor the reporting of performance. 
This is achieved both at the Board and on a more individual level
through the Remuneration Committee, of which all non-executive Directors are
members.


 


•                  Risk.  Non-executive Directors should satisfy
themselves on the integrity of financial information and that financial
controls and systems of risk management are robust and defensible.  This is achieved by escalating key issues to
the Board either directly or via the Audit Committee.  The Audit Committee itself reviews the activities of the Group
Risk Committee and the Disclosure Committee.


 


•                  People.  Non-executive Directors have a prime role in
appointing, and where necessary removing, executive Directors and in succession
planning.  In addition, they are
responsible for determining appropriate levels of remuneration for executive
Directors.  This business is mainly
conducted via the Remuneration Committee.


 


Fees
and expenses


 


Non-executive
Directors’ fees are currently £50,000 per annum for Board and Remuneration
Committee membership accruing on a daily basis and payable quarterly in
arrears.


 


£25,000 per
annum of your gross fees will continue to be deducted at source, in equal
quarterly instalments, and the net amount after tax and National Insurance (if
any) applied in the purchase of ordinary shares in Prudential plc on your
behalf.  This transaction will continue
to take place on the last working day each Quarter.


 


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. 
We would normally expect to meet non-executive Directors’ expenses for
long-distance travel and hotels where an overnight stay is necessary.  Expenses incurred should be submitted to the
Chairman’s office for approval.


 


Shareholdings and dealing


 


The
qualification shares you purchased on your appointment must be held during the
tenure of your office, in accordance with Article 121 of the Articles of
Association of the Company.  Similarly,
the shares purchased on your behalf each Quarter must also be held whilst you
are in office.


 


You continue
to be subject to Prudential’s Share Dealing Rules, full particulars of which
can be found on our intranet site, Affinity. 
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 Secretarial.  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 Secretarial on the day of dealing so that
the announcement can be made within the required time limit.


 

















 


Conflicts
of interests


 


It is accepted
and acknowledged that you have business interests other than those of the
Company and have declared any conflicts that are apparent at present.  In the event that you become aware of any
potential conflicts of interest, these should be disclosed to the Chairman and
Company Secretary as soon as apparent, prior to accepting appointments.  In particular we would not wish our
Directors to serve on the boards of financial services competitors.


 


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
Chairman.


 


Your attention
is also drawn to the requirements under both legislation and regulation as to
the disclosure of price sensitive information. 
Consequently you should avoid making any statements that might risk a
breach of these requirements without prior clearance from the Chairman or
Company Secretary.


 


Review
Process


 


The
performance of individual Directors and the whole Board and its Committees is
evaluated annually.  If, in the interim,
there are any matters which cause you concern about your role you should
discuss them with the Chairman as soon as is appropriate.


 


Directors,
officers and employees insurance


 


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 may be obtained from Group
Secretarial.  In addition, the Company
maintains a discretionary policy in respect of directors and senior employees
of the Group, principally to deal with the payment of expenses incurred in
defending any personal legal or regulatory liability arising out of the
performance of duties on behalf of the Group. 
This policy is reviewed regularly.


 


Independent
Professional Advice


 


Occasions may
arise when you consider that you need professional advice in the furtherance of
your duties as a Director. 
Circumstances may occur when it will 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, which is updated and issued to all
Directors on a regular basis.


 


Yours
sincerely


 


/s/  Peter Maynard


 


Peter Maynard


Group Legal
Services Director


 


Enclosures:


 


Responsibility
of directors of financial institutions


Terms of
Reference of the Board, and of the Audit, Remuneration and Nomination Committees


Memorandum and
Articles of Association


 

















 


Acknowledgement:


 


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


 


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


 


3.               I confirm that by having accepted my appointment, I have been and
continue to be able to allocate sufficient time to meet the expectations of my
role.


 


 


	
  Signed:

  	
  /s/  LJH Becht

  	
   

  



 

















 


Mrs B A
Macaskill


160 East 81st
Street


New York


NY 10028


USA


 


8
December 2003


 


 


Dear Bridget


 


PRUDENTIAL
PLC - LETTER OF APPOINTMENT


 


This letter
supersedes your previous letter of appointment dated 5 August 2003.  The Board of Prudential plc (‘the Company”)
appointed you as non-executive Director with effect from 1
September 2003.  I am writing to
set out the revised terms of your appointment. 
It is agreed that this is a contract for services and does not constitute
a contract of employment.


 


Appointment


 


Your
appointment is effective for an initial term of three years commencing with
your election by shareholders at the AGM in 2004.  The appointment may be terminated by and at the discretion of
either party upon six months’ written notice. 
Continuation of your appointment has been and continues to be contingent
on satisfactory performance and re-election at forthcoming AGMs.  Non-executive Directors are typically
expected to serve two three-year terms, although the Board may invite you to
serve for an additional period.


 


Time
Commitment


 


We would
continue to anticipate a time commitment of approximately twelve days per year
depending on the amount of time needed for preparation.  This includes attendance at Board meetings,
Remuneration Committee meetings, the AGM, one annual strategy away day and one
site visit per year.


 


You have
already confirmed that you are able to allocate sufficient time to meet the
expectations of your role.  The
agreement of the Chairman should be sought before accepting additional
commitments that might impact on the time you are able to devote to your role
as a non-executive Director of the Company.


 


Role


 


Non-executive
Directors have the same general legal responsibilities to the company as any
other Director.  The Board as a whole is
collectively responsible for the success of the Company.  The Board:


 


•                  Provides
entrepreneurial leadership of the Company within a framework of prudent and
effective controls which enable risk to be assessed and managed;


 


•                  Sets the Company’s
strategic aims, ensures that the necessary financial and human resources are in
place for the company to meet its objectives, and reviews management
performance; and


 


•                  Sets the Company’s
values and standards and ensures that its obligations to its shareholders and
others are understood and met.


 


Directors of
any company must take decisions objectively in the interests of that
company.  A summary of responsibilities
of Directors of financial institutions under the Financial Services and Markets
Act 2000 is enclosed.


 

















 


In addition to
these requirements of all Directors, the role of the non-executive Director has
the following key elements:


 


•                  Strategy.  Non-executive Directors should
constructively challenge and help develop proposals on strategy.


 


•                  Performance.  Non-executive Directors should scrutinise
the performance of management in meeting agreed goals and objectives and
monitor the reporting of performance. 
This is achieved both at the Board and on a more individual level
through the Remuneration Committee, of which all non-executive Directors are
members.


 


•                  Risk.  Non-executive Directors should satisfy
themselves on the integrity of financial information and that financial
controls and systems of risk management are robust and defensible.  This is achieved by escalating key issues to
the Board either directly or via the Audit Committee.  The Audit Committee itself reviews the activities of the Group
Risk Committee and the Disclosure Committee.


 


•                  People.  Non-executive Directors have a prime role in
appointing, and where necessary removing, executive Directors and in succession
planning.  In addition, they are
responsible for determining appropriate levels of remuneration for executive
Directors.  This business is mainly
conducted via the Remuneration Committee.


 


Fees
and expenses


 


Non-executive
Directors’ fees are currently £50,000 per annum for Board and Remuneration
Committee membership accruing on a daily basis and payable quarterly in
arrears.  If you become a member of the
Audit Committee, fees for membership are currently an additional £5,000 per
annum.


 


£25,000 per
annum of your gross fees will continue to be deducted at source, in equal
quarterly instalments, and the net amount after tax and National Insurance (if
any) applied in the purchase of ordinary shares in Prudential plc on your
behalf.  This transaction will continue
to take place on the last working day each Quarter.


 


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. 
We would normally expect to meet non-executive Directors’ expenses for
long-distance travel and hotels where an overnight stay is necessary.  Expenses incurred should be submitted to the
Chairman’s office for approval.


 


Shareholdings and dealing


 


The
qualification shares you purchased on your appointment must be held during the
tenure of your office, in accordance with Article 121 of the Articles of
Association of the Company.  Similarly,
the shares purchased on your behalf each Quarter must also be held whilst you
are in office.


 


You continue
to be subject to Prudential’s Share Dealing Rules, full particulars of which
can be found on our intranet site, Affinity. 
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 Secretarial.  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 Secretarial on the day of dealing so that
the announcement can be made within the required time limit.


 

















 


Conflicts
of interests


 


It is accepted
and acknowledged that you have business interests other than those of the
Company and have declared any conflicts that are apparent at present.  In the event that you become aware of any
potential conflicts of interest, these should be disclosed to the Chairman and
Company Secretary as soon as apparent, prior to accepting appointments.  In particular we would not wish our
Directors to serve on the boards of financial services competitors.


 


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 Chairman.


 


Your attention
is also drawn to the requirements under both legislation and regulation as to
the disclosure of price sensitive information. 
Consequently you should avoid making any statements that might risk a
breach of these requirements without prior clearance from the Chairman or
Company Secretary.


 


Review
Process


 


The
performance of individual Directors and the whole Board and its Committees is
evaluated annually.  If, in the interim,
there are any matters which cause you concern about your role you should
discuss them with the Chairman as soon as is appropriate.


 


Directors,
officers and employees insurance


 


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 may be obtained from Group
Secretarial.  In addition, the Company
maintains a discretionary policy in respect of directors and senior employees
of the Group, principally to deal with the payment of expenses incurred in
defending any personal legal or regulatory liability arising out of the
performance of duties on behalf of the Group. 
This policy is reviewed regularly.


 


Independent
Professional Advice


 


Occasions may
arise when you consider that you need professional advice in the furtherance of
your duties as a Director. 
Circumstances may occur when it will 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, which is updated and issued to all
Directors on a regular basis.


 


Yours
sincerely


 


/s/  Peter Maynard


 


Peter Maynard


Group Legal
Services Director


 


Enclosures:


 


Responsibility
of directors of financial institutions


Terms of
Reference of the Board, and of the Audit, Remuneration and Nomination
Committees


Memorandum and
Articles of Association


 

















 


Acknowledgement:


 


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


 


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


 


3.               I confirm that by having accepted my appointment, I have been and
continue to be able to allocate sufficient time to meet the expectations of my
role.


 


 


	
  Signed:

  	
  /s/ BA
  Macaskill

  	
   

  



 

















 


Mr R G Mendoza


Integrated
Finance Limited


630 Fifth
Avenue, Suite 2750


New York,
NY10111


USA


 


8
December 2003


 


 


Dear Roberto


 


PRUDENTIAL
PLC - LETTER OF APPOINTMENT


 


This letter
supersedes your previous letter of appointment dated 25 May 2000.  The Board of Prudential plc (‘the Company”)
appointed you as non-executive Director with effect from 25 May 2000.  I am writing to set out the revised terms of
your appointment.  It is agreed that
this is a contract for services and does not constitute a contract of
employment.


 


Appointment


 


Your
appointment was effective for an initial term of three years commencing with
your election by shareholders at the AGM in 2001.  The appointment may be terminated by and at the discretion of
either party upon six months’ written notice. 
Continuation of your appointment has been and continues to be contingent
on satisfactory performance and re-election at forthcoming AGMs.  Non-executive Directors are typically
expected to serve two three-year terms, although the Board may invite you to
serve for an additional period.


 


Time
Commitment


 


We would
continue to anticipate a time commitment of approximately twelve days per year
depending on the amount of time needed for preparation.  This includes attendance at Board meetings,
Remuneration Committee meetings, the AGM, one annual strategy away day and one
site visit per year.


 


You have
already confirmed that you are able to allocate sufficient time to meet the
expectations of your role.  The agreement
of the Chairman should be sought before accepting additional commitments that
might impact on the time you are able to devote to your role as a non-executive
Director of the Company.


 


Role


 


Non-executive
Directors have the same general legal responsibilities to the company as any
other Director.  The Board as a whole is
collectively responsible for the success of the Company.  The Board:


 


•                  Provides
entrepreneurial leadership of the Company within a framework of prudent and
effective controls which enable risk to be assessed and managed;


 


•                  Sets the Company’s
strategic aims, ensures that the necessary financial and human resources are in
place for the company to meet its objectives, and reviews management
performance; and


 


•                  Sets the Company’s
values and standards and ensures that its obligations to its shareholders and
others are understood and met.


 


Directors of
any company must take decisions objectively in the interests of that
company.  A summary of responsibilities
of Directors of financial institutions under the Financial Services and Markets
Act 2000 is enclosed.


 

















 


In addition to
these requirements of all Directors, the role of the non-executive Director has
the following key elements:


 


•                  Strategy.  Non-executive Directors should
constructively challenge and help develop proposals on strategy.


 


•                  Performance.  Non-executive Directors should scrutinise
the performance of management in meeting agreed goals and objectives and
monitor the reporting of performance. 
This is achieved both at the Board and on a more individual level
through the Remuneration Committee, of which all non-executive Directors are
members.


 


•                  Risk.  Non-executive Directors should satisfy
themselves on the integrity of financial information and that financial
controls and systems of risk management are robust and defensible.  This is achieved by escalating key issues to
the Board either directly or via the Audit Committee.  The Audit Committee itself reviews the activities of the Group
Risk Committee and the Disclosure Committee.


 


•                  People.  Non-executive Directors have a prime role in
appointing, and where necessary removing, executive Directors and in succession
planning.  In addition, they are
responsible for determining appropriate levels of remuneration for executive
Directors.  This business is mainly
conducted via the Remuneration Committee.


 


Fees
and expenses


 


Non-executive
Directors’ fees are currently £50,000 per annum for Board and Remuneration
Committee membership accruing on a daily basis and payable quarterly in arrears.  The Chairman of the Remuneration Committee
receives additional fees, currently £ £20,000 per annum. If you become a member
of the Audit Committee, fees for membership are currently an additional £5,000
per annum.


 


£25,000 per
annum of your gross fees will continue to be deducted at source, in equal
quarterly instalments, and the net amount after tax and National Insurance (if
any) applied in the purchase of ordinary shares in Prudential plc on your
behalf.  This transaction will continue
to take place on the last working day each Quarter.


 


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. 
We would normally expect to meet non-executive Directors’ expenses for
long-distance travel and hotels where an overnight stay is necessary.  Expenses incurred should be submitted to the
Chairman’s office for approval.


 


Shareholdings and dealing


 


The
qualification shares you purchased on your appointment must be held during the
tenure of your office, in accordance with Article 121 of the Articles of
Association of the Company.  Similarly,
the shares purchased on your behalf each Quarter must also be held whilst you
are in office.


 


You continue
to be subject to Prudential’s Share Dealing Rules, full particulars of which
can be found on our intranet site, Affinity. 
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 Secretarial.  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 Secretarial on the day of dealing so that
the announcement can be made within the required time limit.


 

















 


Conflicts
of interests


 


It is accepted
and acknowledged that you have business interests other than those of the
Company and have declared any conflicts that are apparent at present.  In the event that you become aware of any
potential conflicts of interest, these should be disclosed to the Chairman and
Company Secretary as soon as apparent, prior to accepting appointments.  In particular we would not wish our
Directors to serve on the boards of financial services competitors.


 


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
Chairman.


 


Your attention
is also drawn to the requirements under both legislation and regulation as to
the disclosure of price sensitive information. 
Consequently you should avoid making any statements that might risk a
breach of these requirements without prior clearance from the Chairman or
Company Secretary.


 


Review
Process


 


The
performance of individual Directors and the whole Board and its Committees is
evaluated annually.  If, in the interim,
there are any matters which cause you concern about your role you should
discuss them with the Chairman as soon as is appropriate.


 


Directors,
officers and employees insurance


 


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 may be obtained from Group
Secretarial.  In addition, the Company
maintains a discretionary policy in respect of directors and senior employees
of the Group, principally to deal with the payment of expenses incurred in
defending any personal legal or regulatory liability arising out of the
performance of duties on behalf of the Group. 
This policy is reviewed regularly.


 


Independent
Professional Advice


 


Occasions may
arise when you consider that you need professional advice in the furtherance of
your duties as a Director. 
Circumstances may occur when it will 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, which is updated and issued to all Directors on a
regular basis.


 


 


Yours
sincerely


 


/s/  Peter Maynard


 


Peter Maynard


Group Legal
Services Director


 


Enclosures:


 


Responsibility
of directors of financial institutions


Terms of
Reference of the Board, and of the Audit, Remuneration and Nomination
Committees


Memorandum and
Articles of Association


 

















 


Acknowledgement:


 


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


 


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


 


3.               I confirm that by having accepted my appointment, I have been and
continue to be able to allocate sufficient time to meet the expectations of my
role.


 


 


	
  Signed:

  	
  /s/  RG Mendoza

  	
   

  



 

















 


Ms K A
O’Donovan


3C Cintra Park


Upper Norwood


London


SE19 2LH


 


8
December 2003


 


 


Dear Kathleen


 


PRUDENTIAL
PLC - LETTER OF APPOINTMENT


 


This letter
supersedes your previous letter of appointment dated 14 April 2003.  The Board of Prudential plc (“the Company”)
appointed you as non-executive Director with effect from the conclusion of the
AGM on 8 May 2003.  I am writing to set
out the revised terms of your appointment. 
It is agreed that this is a contract for services and does not
constitute a contract of employment.


 


Appointment


 


Your
appointment is effective for an initial term of three years commencing with
your election by shareholders at the AGM in 2004.  The appointment may be terminated by and at the discretion of
either party upon six months’ written notice. 
Continuation of your appointment has been and continues to be contingent
on satisfactory performance and re-election at forthcoming AGMs.  Non-executive Directors are typically
expected to serve two three-year terms, although the Board may invite you to
serve for an additional period.


 


Time
Commitment


 


We would
continue to anticipate a time commitment of approximately twelve days per year
depending on the amount of time needed for preparation.  This includes attendance at Board meetings,
Remuneration Committee meetings, the AGM, one annual strategy away day and one
site visit per year.


 


We schedule six
Audit Committee meetings a year and it would be reasonable to assume another
four or five days depending on the amount of time needed for preparation.


 


You have
already confirmed that you are able to allocate sufficient time to meet the
expectations of your role.  The
agreement of the Chairman should be sought before accepting additional
commitments that might impact on the time you are able to devote to your role
as a non-executive Director of the Company.


 


Role


 


Non-executive
Directors have the same general legal responsibilities to the company as any
other Director.  The Board as a whole is
collectively responsible for the success of the Company.  The Board:


 


•                  Provides
entrepreneurial leadership of the Company within a framework of prudent and
effective controls which enable risk to be assessed and managed;


 


•                  Sets the Company’s
strategic aims, ensures that the necessary financial and human resources are in
place for the company to meet its objectives, and reviews management
performance; and


 


•                  Sets the Company’s
values and standards and ensures that its obligations to its shareholders and
others are understood and met.


 

















 


Directors of
any company must take decisions objectively in the interests of that
company.  A summary of responsibilities of
Directors of financial institutions under the Financial Services and Markets
Act 2000 is enclosed.


 


In addition to
these requirements of all Directors, the role of the non-executive Director has
the following key elements:


 


•                  Strategy.  Non-executive Directors should
constructively challenge and help develop proposals on strategy.


 


•                  Performance.  Non-executive Directors should scrutinise
the performance of management in meeting agreed goals and objectives and
monitor the reporting of performance. 
This is achieved both at the Board and on a more individual level
through the Remuneration Committee, of which all non-executive Directors are
members.


 


•                  Risk.  Non-executive Directors should satisfy
themselves on the integrity of financial information and that financial
controls and systems of risk management are robust and defensible.  This is achieved by escalating key issues to
the Board either directly or via the Audit Committee.  The Audit Committee itself reviews the activities of the Group
Risk Committee and the Disclosure Committee.


 


•                  People.  Non-executive Directors have a prime role in
appointing, and where necessary removing, executive Directors and in succession
planning.  In addition, they are
responsible for determining appropriate levels of remuneration for executive
Directors.  This business is mainly
conducted via the Remuneration Committee.


 


Fees
and expenses


 


Non-executive
Directors’ fees are currently £50,000 per annum for Board and Remuneration
Committee membership accruing on a daily basis and payable quarterly in
arrears.  Fees for Audit Committee
membership are currently an additional £5,000 per annum.


 


£25,000 per
annum of your gross fees will continue to be deducted at source, in equal
quarterly instalments, and the net amount after tax and National Insurance (if
any) applied in the purchase of ordinary shares in Prudential plc on your
behalf.  This transaction will continue
to take place on the last working day each Quarter.


 


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. 
We would normally expect to meet non-executive Directors’ expenses for
long-distance travel and hotels where an overnight stay is necessary.  Expenses incurred should be submitted to the
Chairman’s office for approval.


 


Shareholdings and dealing


 


The
qualification shares you purchased on your appointment must be held during the
tenure of your office, in accordance with Article 121 of the Articles of
Association of the Company.  Similarly,
the shares purchased on your behalf each Quarter must also be held whilst you
are in office.


 


You continue
to be subject to Prudential’s Share Dealing Rules, full particulars of which
can be found on our intranet site, Affinity. 
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 Secretarial.  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 Secretarial on the day of dealing so that
the announcement can be made within the required time limit.


 

















 


Conflicts
of interests


 


It is accepted
and acknowledged that you have business interests other than those of the
Company and have declared any conflicts that are apparent at present.  In the event that you become aware of any
potential conflicts of interest, these should be disclosed to the Chairman and
Company Secretary as soon as apparent, prior to accepting appointments.  In particular we would not wish our
Directors to serve on the boards of financial services competitors.


 


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
Chairman.


 


Your attention
is also drawn to the requirements under both legislation and regulation as to
the disclosure of price sensitive information. 
Consequently you should avoid making any statements that might risk a
breach of these requirements without prior clearance from the Chairman or
Company Secretary.


 


Review
Process


 


The
performance of individual Directors and the whole Board and its Committees is
evaluated annually.  If, in the interim,
there are any matters which cause you concern about your role you should
discuss them with the Chairman as soon as is appropriate.


 


Directors,
officers and employees insurance


 


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 may be obtained from Group
Secretarial.  In addition, the Company
maintains a discretionary policy in respect of directors and senior employees
of the Group, principally to deal with the payment of expenses incurred in
defending any personal legal or regulatory liability arising out of the
performance of duties on behalf of the Group. 
This policy is reviewed regularly.


 


Independent
Professional Advice


 


Occasions may
arise when you consider that you need professional advice in the furtherance of
your duties as a Director. 
Circumstances may occur when it will 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, which is updated and issued to all
Directors on a regular basis.


 


Yours
sincerely


 


/s/  Peter Maynard


 


Peter Maynard


Group Legal
Services Director


 


Enclosures:


 


Responsibility
of directors of financial institutions


Terms of
Reference of the Board, and of the Audit, Remuneration and Nomination
Committees


Memorandum and
Articles of Association


 

















 


Acknowledgement:


 


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


 


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


 


3.               I confirm that by having accepted my appointment, I have been and
continue to be able to allocate sufficient time to meet the expectations of my
role.


 


 


	
  Signed:

  	
  /s/ K
  O'Donovan

  	
   

  



 

















 


 


Mr J Ross


Flat 4


55 Onslow
Square


London


SW7 3LR


 


 


23
April 2004


 


Dear Mr Ross


 


PRUDENTIAL
PLC - LETTER OF APPOINTMENT


 


The Board of
Prudential plc (the ‘Company’) has appointed you as non-executive Director and
a member of the Audit Committee with effect from the conclusion of the Annual
General Meeting on 6 May 2004.  I am
writing to set out the terms of your appointment.  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.


 


Appointment


 


Your
appointment is subject to election by shareholders at the AGM in 2005.  Continuation of your appointment will be
contingent on satisfactory performance and re-election at forthcoming
AGMs.  Non-executive Directors are
typically expected to serve two three-year terms from the date of election by
shareholders, although the Board may invite you to serve for an additional
period.


 


The appointment
may be terminated by and at the discretion of either party upon six 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.  All records, documents,
accounts, letters and papers of every description (including in particular
Board and Committee agendas and minutes) within your possession or control
relating to the affairs and business of the Group are and will remain the
property of the Company, and shall be returned to the Company.


 


Time
Commitment


 


We would
anticipate a time commitment of approximately twelve days per year depending on
the amount of time needed for preparation. 
This includes attendance at Board meetings, Remuneration Committee
meetings, the AGM, one annual strategy away day and one site visit per year. We
currently schedule six Audit Committee meetings a year and it would be
reasonable to assume another four or five days depending on the amount of time
needed for preparation.


 


Whilst we acknowledge that you have other commitments which may mean you
will not be able to attend all meetings of the Board and
relevant committees, you confirm by
accepting this appointment that you believe that you will be able to allocate
sufficient time to the Company’s affairs to meet the demands of the role.  The agreement of the Chairman should
be sought before accepting additional commitments that might impact on the time
you are able to devote to your role as a non-executive Director of the Company.


 


Role


 


Non-executive
Directors have the same general legal responsibilities to the Company as any
other Director.  The Board as a whole is
collectively responsible for the success of the Company.  The Board:


 

















 


•                  Provides
entrepreneurial leadership of the Company within a framework of prudent and
effective controls which enable risk to be assessed and managed;


 


•                  Sets the Company’s
strategic aims, ensures that the necessary financial and human resources are in
place for the company to meet its objectives, and reviews management
performance; and


 


•                  Sets the Company’s
values and standards and ensures that its obligations to its shareholders and
others are understood and met.


 


Directors of
any company must take decisions objectively in the interests of that
company.  A summary of responsibilities
of Directors of financial institutions under the Financial Services and Markets
Act 2000 is enclosed.


 


In addition to
these general requirements of all Directors, the role of the non-executive
Director has the following key elements:


 


•                  Strategy.  Non-executive Directors should
constructively challenge and help develop proposals on strategy.


 


•                  Performance.  Non-executive Directors should scrutinise
the performance of management in meeting agreed goals and objectives and
monitor the reporting of performance. 
This is achieved both at the Board and on a more individual level
through the Remuneration Committee, of which all non-executive Directors are
members.


 


•                  Risk.  Non-executive Directors should satisfy
themselves on the integrity of financial information and that financial
controls and systems of risk management are robust and defensible.  This is achieved by escalating key issues to
the Board either directly or via the Audit Committee.  The Audit Committee itself reviews the activities of the Group
Risk Committee and the Disclosure Committee.


 


•                  People.  Non-executive Directors have a prime role in
appointing, and where necessary removing, executive Directors and in succession
planning.  In addition, they are
responsible for determining appropriate levels of remuneration for executive
Directors.  This business is mainly
conducted via the Remuneration Committee.


 


Fees,
committee membership and expenses


 


We have Audit,
Remuneration and Nomination Committees of the Board.  All non-executive Directors are members of the Remuneration
Committee and normally one other committee.


 


Non-executive
Directors’ fees are currently £50,000 per annum for Board and Remuneration
Committee membership accruing on a daily basis and payable quarterly in
arrears.  Fees for Audit Committee
membership are currently an additional £5,000 per annum.  Fees are payable net of tax and national
insurance contributions which Prudential is required to deduct, and are
reviewed by the Board from time to time.


 


£25,000 per
annum of your gross fees will be deducted at source, in equal quarterly
instalments, and the net amount after tax and National Insurance (if any)
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, commencing on 30 June.


 


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


 


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. 
We would normally expect to meet non-executive Directors’ expenses for
long-distance travel and hotels where an overnight stay is necessary.  Expenses incurred should be submitted to the
Chairman’s office for approval.


 

















 


Shareholding and dealing


 


I draw to your
attention Article 112 onwards of the enclosed Articles of Association of
the Company which deal with a number of matters relating to Directors.  Article 121 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 two months of your appointment if
you do not already have an interest in the required number of shares.


 


Similarly, the
shares purchased on your behalf each Quarter must also be held whilst you are
in office.


 


Further
information relating to Directors’ interests in the Group’s securities are
contained in the supplemental letter, which deals with some of the practical
aspects of your appointment.  During
your term in office you will be subject to Prudential’s Share Dealing Rules,
full particulars of which can be found on our intranet site, Affinity. 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 Secretarial.  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 Secretarial on the day of dealing so that
the announcement can be made within the required time limit.


 


Conflicts
of interests and disclosure obligations


 


It is accepted
and acknowledged that you have business interests other than those of the
Company and have declared any conflicts that are apparent at present.  In the event that you become aware of any
future potential conflicts of interest, these should be disclosed to the
Chairman and Company Secretary as soon as apparent, prior to accepting
appointments.  In particular we would
not wish our Directors to serve on the Boards of financial services
competitors.


 


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.


 


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
Chairman.


 


Your attention
is also drawn to the requirements under both legislation and regulation as to
the disclosure of price sensitive information. 
Consequently you should avoid making any statements that might risk a breach
of these requirements without prior clearance from the Chairman or Company
Secretary.


 


Induction


 


Following your
appointment, the Company will provide a formal and tailored induction
programme, details of which are enclosed. 
This will include meetings with senior management and the Company’s
auditors.


 

















 


Board
evaluation


 


The
performance of individual Directors and the whole Board and its Committees is
evaluated annually.  If, in the interim,
there are any matters which cause you concern about your role you should
discuss them with the Chairman as soon as is appropriate.


 


Professional development


 


As a director
you will be invited to appropriate educational and/or professional development
programmes, determined as part of the annual Board evaluation programme or by
the Board generally.


 


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 may be obtained from Group
Secretarial.


 


Part of this
cover applies by way of reimbursing the Company in respect of amounts paid by
way of indemnity to directors and officers. 
The Company has resolved to provide indemnity cover for directors’ and
officers’ liability within the limitations imposed by law, and within those
limitations, that protection is available to you.  The Company will also provide you with a limited indemnity for certain personal
liabilities you may suffer in the course of your appointment, subject to
applicable statutory and other limitations, pursuant to the Company’s
constitutional documents or otherwise.


 


In addition,
the Company maintains a discretionary payments policy (subject to regular
review), the existence of which directors (executive and non-executive) and
certain employees of 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.


 


Independent
Professional Advice


 


Occasions may
arise when you consider that you need professional advice in the furtherance of
your duties as a Director. 
Circumstances may occur when it will 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, which is updated and issued to all
Directors on a regular basis.


 


Yours
sincerely


 


/s/  Peter Maynard


 


Peter Maynard


Group Legal
Services Director


 


 

















 


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 quarterly fee payment due to me and to apply that amount in the
purchase of shares on my behalf as set out above.


 


3.               I confirm that by accepting this appointment, I am able to allocate
sufficient time to meet the expectations of my role.


 

















 


	
  Signed:

  	
  /s/  James H Ross

  	
   

  



 

















 


Mr R O Rowley


The Old
Receiving Station


Green End


Dane End


Nr Ware


Herts


SG12 0NU


 


8
December 2003


 


 


Dear Rob


 


PRUDENTIAL
PLC - LETTER OF APPOINTMENT


 


This letter
supersedes your previous letter of appointment dated 9 July 1999.  The Board of Prudential plc (“the Company”)
appointed you as non-executive Director with effect from 8 July 1999.  I am writing to set out the revised terms of
your appointment.  It is agreed that
this is a contract for services and does not constitute a contract of
employment.


 


Appointment


 


Your
appointment was effective for an initial term of three years commencing with
your election by shareholders at the AGM in 2000.  The appointment may be terminated by and at the discretion of
either party upon six months’ written notice. 
Continuation of your appointment has been and continues to be contingent
on satisfactory performance and re-election at forthcoming AGMs.  Non-executive Directors are typically
expected to serve two three-year terms, although the Board may invite you to
serve for an additional period.


 


Time
Commitment


 


We would
continue to anticipate a time commitment of approximately twelve days per year
depending on the amount of time needed for preparation.  This includes attendance at Board meetings,
Remuneration Committee meetings, the AGM, one annual strategy away day and one
site visit per year.


 


We
schedule six Audit Committee meetings a year and it would be reasonable to
assume another four or five days depending on the amount of time needed for
preparation.


 


You have
already confirmed that you are able to allocate sufficient time to meet the
expectations of your role.  The agreement
of the Chairman should be sought before accepting additional commitments that
might impact on the time you are able to devote to your role as a non-executive
Director of the Company.


 


Role


 


Non-executive
Directors have the same general legal responsibilities to the company as any
other Director.  The Board as a whole is
collectively responsible for the success of the Company.  The Board:


 


•                  Provides
entrepreneurial leadership of the Company within a framework of prudent and
effective controls which enable risk to be assessed and managed;


 


•                  Sets the Company’s
strategic aims, ensures that the necessary financial and human resources are in
place for the company to meet its objectives, and reviews management
performance; and


 


•                  Sets the Company’s
values and standards and ensures that its obligations to its shareholders and
others are understood and met.


 

















 


Directors of
any company must take decisions objectively in the interests of that
company.  A summary of responsibilities
of Directors of financial institutions under the Financial Services and Markets
Act 2000 is enclosed.


 


In addition to
these requirements of all Directors, the role of the non-executive Director has
the following key elements:


 


•                  Strategy.  Non-executive Directors should constructively
challenge and help develop proposals on strategy.


 


•                  Performance.  Non-executive Directors should scrutinise
the performance of management in meeting agreed goals and objectives and
monitor the reporting of performance. 
This is achieved both at the Board and on a more individual level
through the Remuneration Committee, of which all non-executive Directors are
members.


 


•                  Risk.  Non-executive Directors should satisfy
themselves on the integrity of financial information and that financial
controls and systems of risk management are robust and defensible.  This is achieved by escalating key issues to
the Board either directly or via the Audit Committee.  The Audit Committee itself reviews the activities of the Group
Risk Committee and the Disclosure Committee.


 


•                  People.  Non-executive Directors have a prime role in
appointing, and where necessary removing, executive Directors and in succession
planning.  In addition, they are
responsible for determining appropriate levels of remuneration for executive Directors.  This business is mainly conducted via the
Remuneration Committee.


 


Fees
and expenses


 


Non-executive
Directors’ fees are currently £50,000 per annum for Board and Remuneration
Committee membership accruing on a daily basis and payable quarterly in
arrears.


 


The Chairman
of the Audit Committee receives additional fees, currently £40,000 per annum.


 


£25,000 per
annum of your gross fees will continue to be deducted at source, in equal
quarterly instalments, and the net amount after tax and National Insurance (if
any) applied in the purchase of ordinary shares in Prudential plc on your
behalf.  This transaction will continue
to take place on the last working day each Quarter.


 


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. 
We would normally expect to meet non-executive Directors’ expenses for
long-distance travel and hotels where an overnight stay is necessary.  Expenses incurred should be submitted to the
Chairman’s office for approval.


 


Shareholdings and dealing


 


The
qualification shares you purchased on your appointment must be held during the
tenure of your office, in accordance with Article 121 of the Articles of
Association of the Company.  Similarly,
the shares purchased on your behalf each Quarter must also be held whilst you
are in office.


 


You continue
to be subject to Prudential’s Share Dealing Rules, full particulars of which
can be found on our intranet site, Affinity. 
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 Secretarial.  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 Secretarial on the day of dealing so that
the announcement can be made within the required time limit.


 

















 


Conflicts
of interests


 


It is accepted
and acknowledged that you have business interests other than those of the
Company and have declared any conflicts that are apparent at present.  In the event that you become aware of any
potential conflicts of interest, these should be disclosed to the Chairman and
Company Secretary as soon as apparent, prior to accepting appointments.  In particular we would not wish our
Directors to serve on the boards of financial services competitors.


 


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 Chairman.


 


Your attention
is also drawn to the requirements under both legislation and regulation as to
the disclosure of price sensitive information. 
Consequently you should avoid making any statements that might risk a
breach of these requirements without prior clearance from the Chairman or
Company Secretary.


 


Review
Process


 


The
performance of individual Directors and the whole Board and its Committees is
evaluated annually.  If, in the interim,
there are any matters which cause you concern about your role you should
discuss them with the Chairman as soon as is appropriate.


 


Directors,
officers and employees insurance


 


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 may be obtained from Group
Secretarial.  In addition, the Company
maintains a discretionary policy in respect of directors and senior employees
of the Group, principally to deal with the payment of expenses incurred in
defending any personal legal or regulatory liability arising out of the
performance of duties on behalf of the Group. 
This policy is reviewed regularly.


 


Independent
Professional Advice


 


Occasions may
arise when you consider that you need professional advice in the furtherance of
your duties as a Director. 
Circumstances may occur when it will 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, which is updated and issued to all
Directors on a regular basis.


 


Yours
sincerely


 


/s/  Peter Maynard


 


Peter Maynard


Group Legal
Services Director


 


Enclosures:


 


Responsibility
of directors of financial institutions


Terms of
Reference of the Board, and of the Audit, Remuneration and Nomination Committees


Memorandum and
Articles of Association


 

















 


Acknowledgement:


 


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


 


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


 


3.               I confirm that by having accepted my appointment, I have been and
continue to be able to allocate sufficient time to meet the expectations of my
role.


 


 


	
  Signed:

  	
  /s/ RO
  Rowley