Exhibit 4.1


 


PRIVATE
AND CONFIDENTIAL


 


 


DATED


 


as of
20 December 2003


 


 


PRUDENTIAL
SERVICES LIMITED (1)


 


and


 


MARK
NORBOM (2)


 


and


 


PRUDENTIAL
PLC (3)


 


 


EXECUTIVE
DIRECTOR CONTRACT OF EMPLOYMENT


 


 

















 


PARTIES


 


(1)                                  PRUDENTIAL SERVICES LIMITED of 142 Holborn Bars, London EC1N 2NH]  (“the Company”) and


 


(2)                                  Mark Norbom of
3-42 Minami-Azabu, 5-chome, Minato-ku, Tokyo 106-0047, Japan (“the Executive”)


 


(3)                                  PRUDENTIAL PLC
of Laurence Pountney Hill, London, EC4R 0HH (“Prudential”)


 


1.                                      DEFINITIONS


 


In this Agreement unless the context otherwise
requires:-


 


“Board” means the Board of Directors of Prudential;


 


“Commencement
Date” means 1 January 2004;


 


 “Prudential Group” means Prudential and each
of its subsidiaries as  “subsidiaries”
is defined by section 736 of the Companies Act 1985.


 


2.                                      APPOINTMENT


 


(1)                                  The
Company shall employ the Executive and the Executive shall serve the Company as
Chief Executive Asia and in other such
capacity as may be agreed (“the Appointment”).  The Executive shall report to the Group Chief Executive.


 


(2)                                  The Appointment is deemed to be effective from the Commencement Date
and shall, without prejudice to the provisions of clause 9(2), continue unless
and until terminated by the Company giving to the Executive not less than 12
months’ prior written notice to expire at any time or the Executive giving to
the Company not less than not less than 12 months’ prior written notice to
expire at any time.


 


(3)                                  Notwithstanding Clause 2(2) above, the Appointment shall
automatically terminate without notice on the Executive attaining the age of
60.


 


3.                                      DUTIES OF THE EXECUTIVE


 


(1)                                  During the Appointment the Executive shall use his best endeavours
to promote the interests of the Company and each company in the Prudential
Group and shall carry out 


 

















 


his duties
with all due expertise, diligence and technical skill, giving at all times the
full benefit of his knowledge and experience.


 


(2)                                  The Executive shall perform such duties and exercise such powers in
relation to the conduct and management of the affairs of the Prudential Group
as may from time to time reasonably be assigned or communicated to or vested in
him by the Board consistent with the nature of the Appointment.


 


(3)                                  Where notice of termination has been served by either the Company or
the Executive whether in accordance with clause 2(2) or otherwise, the Company
shall be under no obligation to provide work for or assign any duties to the
Executive for the whole or any part of the relevant notice period and may
require him:


 


(i)                                     not to attend any premises of the Company or any other company in
the Prudential Group; and/or


 


(ii)                                  to resign with immediate effect from any offices he holds with the
Company or any other company in the Prudential Group (and any related
trusteeships); and/or


 


(iii)                               to refrain from business contact with any customers, clients or
employees of the Company or any other company in the Prudential Group; and/or


 


(iv)                              to take any accrued holiday during any period of suspension under
this clause 3(3).


 


The provision
of clause 4(2) shall remain in full force and effect during any period of
suspension under this clause 3(3).  For
the avoidance of doubt the Executive will continue to be bound by duties of
good faith and fidelity to the Company in any period during which he is not
required to attend work.


 


During such
suspension the Executive shall be entitled to the remuneration and benefits due
under this Agreement.


 


(4)                                  The Board may also suspend all or any of the Executive’s duties and
powers during any period in which the Company and/or the Board is carrying out
an investigation into any alleged act or default of the Executive.  Such a suspension shall be on such terms as
the Board considers expedient (including a term that the Executive shall not
attend at the Company’s premises during
such suspension) providing that:


 


(i)                                     the Board on or before such suspension notifies
the Executive in writing of such grounds; and


 


(ii)                                  during such suspension the Executive shall be
entitled to the remuneration and benefits due under this Agreement.


 


(5)                                  The Executive shall at all times promptly give
to the Company and the Board (in writing if so required) all such information
and explanations concerning the affairs of any company within the Prudential
Group as the Company or the Board shall require and of which the Executive is
aware.


 


(6)                                  The Executive shall comply with all
instructions and directions from time to time laid down by the Company and/or
the Board for senior executives including those rules 


 

















 


relating
to holding and dealing in the shares of Prudential Group.  The Executive shall also comply with the
requirements laid down by all external regulatory bodies.


 


(7)                                  The Executive shall allow the Company
supervised access on reasonable notice to all or any of the properties in which
he resides from time to time in order for the Company to assess, and, if the
Company considers it desirable, to carry out at its own expense those security
measures which the Company may consider advisable for the protection of the
Executive.


 


4.                                      PERFORMANCE OF DUTIES


 


(1)                                  During the continuance of the Appointment, the
Executive shall (unless prevented by ill-health or accident or otherwise
directed by the Board) devote such of his  time, attention and abilities to the
business and interests of the Company or any other company in the Prudential
Group as the proper performance of his duties hereunder demands.


 


(2)                                  The Executive shall not (unless otherwise
agreed by the Company and/or the Board) undertake any other business or
profession, or be, or become directly or indirectly concerned, or interested in
any other business or profession except as holder or beneficial owner, for the
purpose only of a passive minority investment, of securities dealt in or on any
recognized stock exchange (not exceeding 5 per cent of the total number or
value of such securities from time to time in issue).


 


(3)                                  The Executive shall perform his duties at such offices of the
Company in Asia or London or at such other locations as may be agreed from time
to time as the Company or the Board may from time to time reasonably require.


 


5.                                      REMUNERATION


 


(1)                                  During the Appointment the Company will pay the Executive an annual
salary as separately notified, to accrue from day to day and to be payable by
equal monthly instalments in arrears to a bank nominated by the Executive.  The rate of salary shall be subject to
periodic review but shall not be reduced without the prior written agreement of
the Executive.  The Company reserves the
right to withhold or deduct from the Executive’s salary any amount owed by the
Executive to the Company or any company in the Prudential Group.


 


(2)                                 The Executive will be paid a salary supplement
for pension purposes of a percentage of base salary.


 

















 


The contribution is on an age related scale:


 


	
  Age

  	
   

  	
  Percentage

  
	
  35-39

  	
   

  	
  23%

  
	
  40-44

  	
   

  	
  26%

  
	
  45-49

  	
   

  	
  30%

  
	
  50-54

  	
   

  	
  34%

  
	
  55-60

  	
   

  	
  38%

  



 


The
Executive will be required to provide evidence to the Company that this
supplement is used for retirement benefits.


 


(3)                                  The Company will meet the cost of providing
death in service cover equal to four times the Executive’s annual basic
salary.  A medical examination will be
needed to satisfy the underwriting requirements.


 


(4)                                  Subject to production, if requested, of medical certificates
satisfactory to the Company, full remuneration will continue to be payable
notwithstanding the Executive’s incapacity for work due to sickness or accident
(unless and until the Appointment shall be determined under any terms hereof)
for the first six months of such incapacity. 
During this period of incapacity, the Company shall only give notice
terminating the Appointment on grounds of redundancy, falling within
section 139 of The Employment Rights Act 1996 or those circumstances as
set out in clause 9(2). Thereafter
the Company may at its discretion discontinue the payment of remuneration under
this Agreement in which event the rules of the Prudential Staff Long Term
Incapacity Scheme as from time to time in force, will apply to the Executive.


 


(5)                                  If the Executive is incapable of performing his
duties by reason of injury sustained wholly or partly as a result of
negligence, nuisance or breach of any statutory duty on the part of any third
party all payments made to the Executive by the Company shall (insofar as
lawful) be by way of interest free loan repayable to the Company only when and
to the extent that compensation is recovered for loss of earnings from that
third party by legal action or otherwise in so far as it is not repayable to
the Department of Social Security.


 


(6)                                  The Executive, his wife and his  unmarried
children below the age of 18 (or 21 if in full time education) will be eligible
free of charge to participate with effect from the Commencement Date until
termination of employment in the Prudential Group medical insurance scheme 


 

















 


which
in Asia is currently provided by BUPA International.
The Company will pay for the cost of medical cover (currently BUPA membership
under Company rules), with the exception of routine maternity care.


 


(7)                                  The Executive is eligible to participate in the
remuneration plans available from time to time to senior executives of the
Prudential Group (subject to the rules governing the availability of those
benefits generally) which currently include:


 


(a)                                  the Prudential Restricted Share Plan (“RSP”);


 


(b)                                 the Prudential Annual Incentive Plan (“AIP”);


 


(c)                                  any other annual incentive arrangements
generally established for senior executives from time to time;


 


(d)                                 While the Executive is employed as Chief Executive, Prudential
Corporation Asia, at the discretion of the Company he will be eligible for
invitation to participate in the Asian Regional Long Term Incentive Plan.
Participation is subject to the rules of the Plan, as set and amended from time
to time at the discretion of the Company;


 


(e)                                  the Prudential Savings Related Share Option
Scheme,     details of which have been supplied to the
Executive.


 


(8)                                  Participation in the Prudential RSP, AIP,
Regional Long Term Incentive Plan, any other annual or long term incentive
arrangement and Savings Related Share Option Scheme is a matter entirely
separate from the Executive’s terms and conditions of employment; the Company
has no contractual obligation to invite the Executive’s  participation in any plan cycle; and in
particular if the Executive’s employment shall terminate for whatever reason
(whether lawfully or in breach of contract) he shall not be entitled to any
compensation for any loss of any right or benefit or prospective right or
benefit under any scheme which he might otherwise have enjoyed whether such
compensation is claimed by way of damages for wrongful dismissal or other
breach of contract or by way of compensation for loss of office or otherwise.


 


6.                                      EXPENSES


 


The
Company, on production of the relevant receipts and/or invoices, shall
reimburse the Executive for all travelling, hotel, entertainment and other
out-of-pocket expenses properly incurred by him from time to time in the
execution of his duties 


 

















 


hereunder
in accordance with the relevant rules of the Company for the time being in
force.


 


7.                                      TAX


 


The
Executive is responsible for ensuring the appropriate tax is paid on his
earnings.  Because of the Company’s
concern that tax obligations are met, the Company is prepared to meet the costs
of obtaining professional tax advice from an organisation acceptable to the Company.


 


8.                                      HOLIDAY


 


The
Executive shall be entitled to such holiday with pay in each calendar year (in
addition to statutory holidays) as the proper performance of his  duties
hereunder permits and in accordance with the guidelines laid down by the
Company from time to time.


 


9.                                      ASSIGNMENT IN HONG KONG


 


While
the Executive is based in Hong Kong the Company will:


 


(a)          reimburse
the expenses of appropriate fully furnished accommodation in Hong Kong
including the cost of essential services i.e. water, gas and telephone but
excluding the cost of personal foreign phone calls. The Executive should agree
the accommodation selected with the Group Chief Executive, Prudential prior to
making any commitments.  The Company
will agree with the Executive an appropriate budget for furnishings if
required.


 


(b)         reimburse one return first class flight for the
Executive and his family between Hong Kong and the US per annum.


 


(c)          Reimburse the cost of appropriate school fees for the Executive’s
children.


 


(d)         subject
to prior written approval by the Group Chief Executive, the Company will pay
the entrance fees and annual subscriptions for those clubs to which it is
appropriate the Executive belongs in order to undertake his role effectively.


 

















 


10.                               NON-SOLICITATION


 


(1)                                  The Executive undertakes that during the
Appointment and (subject to clause 10(2)) for a period of 12 months following
the termination of the Appointment (the “Exclusion Period”) he shall not
whether on his own account or otherwise and whether directly or indirectly:


 


(a)                                  solicit, interfere with, endeavour to entice
away or induce to leave their employment any director or senior manager who is
then or was at the date of termination of the Appointment an employee of  or engaged by the Company or any other
company within the Prudential Group and with whom the Executive ad business
dealings during the course of his employment in the 12 month period immediately
prior to the termination of the Appointment. 
Nothing in this clause shall prohibit the
seeking or doing of business not in direct or indirect competition with the
business of the Company or any company within the Prudential Group; or


 


(b)                                 solicit, interfere with or endeavour to or
actually entice away from the Company or any company within the Prudential
Group business orders, or custom for products or services similar to those
being provided by the Company or any company within the Prudential Group from
any person, firm or corporation who was at the date of termination of the
Appointment, or had been at any time within the year ending on that date, a
customer or in the habit of doing business with the Company or any company in
the Prudential Group and with whom the Executive was directly concerned in the
twelve months before the termination of the Appointment.  Nothing in this clause shall prohibit the seeking or doing of business not in direct or
indirect competition with the business of the Company or any company within the
Prudential Group; or


 


(c)                                  carry on, set up, be employed, engaged or interested in a business
anywhere in Asia which is or is about to be in competition with the business of
the Company or any company within the Prudential Group as at the date of  with which the Executive was actively
involved during the 12 month period immediately prior to termination of the
Appointment, including (but not limited to) the businesses of the companies
listed in Schedule 1 (or such other companies as may, from time to time,
carry on such businesses).  It is agreed
that in the event that any such company ceases to be in competition with the
Company and/or any company within the Prudential Group, this clause 10(1)(c)
shall, with effect from that date, cease to apply in respect of such
company.  The provisions of this clause
10(1)(c) shall not, at any time following the termination of the Appointment,
prevent the Executive from holding shares or other capital not amounting to
more than 3% of the total issued share capital of any company whether listed on
a recognised stock exchange or not and, in addition, shall not prohibit the
seeking or doing of business not in direct or indirect competition with the
business of the Company or any company within the Prudential Group.


 


(2)                                  The period during which the restrictions
referred to in clause 10 shall apply following the termination of the
Appointment shall be reduced by the period of notice actually served.  The amount of time during which, if at all,
the Company suspends the 


 

















 


Employee
under the provision of clause 3(3), shall also reduce the period during which
the restrictions referred to in clause 10 shall apply.


 


(3)                                  The Executive acknowledges and agrees that:


 


(a)                                  each of sub-clauses 10(1)(a) (b) and (c) hereof
constitute an entirely separate and independent restriction on him;


 


(b)                                 the duration extent and application of each of
the restrictions are no greater than is necessary for the reasonable protection
of the proper interests of the Prudential Group; and


 


(c)                                  if any such restriction is found by any court
of competent jurisdiction to be void or unenforceable as going beyond what is
reasonable in the circumstances for the protection of the interests of the
Prudential Group but would be valid if part of the wording was deleted and/or
the period thereof was reduced and/or the territory concerned was reduced the
restriction shall apply within the jurisdiction of that court with such
modifications as may be necessary to make it valid and effective.


 


11.                               TERMINATION OF EMPLOYMENT


 


(1)                                  The Appointment may be terminated by either
party by notice given in accordance with Clause 2.


 


(2)                                  Notwithstanding the other provisions of this
Agreement and without prejudice to the rights and remedies of the Company for
any breach of this Agreement, and to the Executive’s continuing obligations
under Clauses 10 and 13, the Company shall at any time be entitled by notice in
writing to the Executive to terminate the Appointment immediately in any of the
following circumstances, namely:


 


(a)                                  if he is or becomes bankrupt or has a receiving
order made against him or compounds with his creditors or otherwise takes
advantage of any statute for the time being in force offering relief for
insolvent debtors; or


 


(b)                                 if  he is guilty of serious misconduct or
behavior such as to bring any company in the Prudential
Group into disrepute (including but without limitation the commission of a
criminal offence (excluding Land Traffic offences) or commits any serious
breach of any of his obligations to the Company or any other company in the
Prudential Group (whether under this Agreement or otherwise) and such misconduct
behavior or breach justifies summary dismissal; or


 


(c)                                  if he  refuses to comply with any lawful orders
or directions reasonably given to him by the Company or the Board or neglects
so to comply with material adverse consequences for the Prudential Group; or


 


(d)                                 if he fails or refuses to perform substantially
the duties of the position which 


 

















 


he holds under
this Agreement or engages in willful or reckless conduct injurious to or
damaging to the reputation of the Company or any other company within the
Prudential Group; or


 


(e)                                  if he is prevented from carrying out his duties by reason of a
personal disqualification by an industry regulator, caused by reasons
attributable to the Executive; or


 


(f)                                    commits any serious or repeated breach of any of his obligations
under this Agreement or the Appointment


 


(3)                                  The Executive shall have no claim against the Company for damages or
otherwise by reason of such termination. 
Any delay or forbearance by the Company in exercising any such right of
termination shall not constitute a waiver of its rights in respect of any
subsequent occurrence giving rise to such a right.


 


(4)                                  Without prejudice to the Transfer of
Undertakings (Protection of Employment) Regulations 1981, if at any time during
this Agreement the Executive’s employment is terminated by reason of
reconstruction or amalgamation of the Company and the Executive is offered
employment with any concern or undertaking resulting from such reconstruction
or amalgamation upon terms and conditions no less favourable than the terms of
this Agreement and of similar status then the Executive shall have no claim
against the Company in respect of the termination of the Appointment.


 


(5)                                  The Executive shall promptly deliver to the
Company upon the date of termination:


 


(a)                                  any credit cards or any property provided by
the Company or any other company within the Prudential Group; and


 


(b)                                 all lists of clients or customers,
correspondence, books, and all other documents, papers and records which may
have been prepared by him or have come into his possession in the course of his
employment and the Executive shall not be entitled to and shall not retain any
copies thereof: title and copyright therein shall at all times remain in the
Company.  The Company will on request
make available copies of board minutes and supporting documents which the
Executive reasonably requires in connection with any legal or regulatory
proceedings in which he is or may become involved.


 


(6)                                  In the event that the Appointment is terminated
under this clause or otherwise and the Executive becomes entitled to any
compensation in connection with the Appointment or its Termination, the Company
shall be entitled to pay any such compensation to the Executive over 12 monthly
installments payable on the last day of every month, where the amount of each
monthly installment shall be equal to A minus B, where A is equal to the total
compensation payable to the Executive divided by 12, and, B is equal to the
total earnings of the Executive (less required deductions
for income tax and employees’ national insurance contributions) referable to any engagement or employment that
the Executive has carried out during that month.


 

















 


12.                               EXECUTIVE’S POSITION AS DIRECTOR


 


(1)                                  The duties of the Executive as a director of any
company within the Prudential Group shall be subject to the Articles of
Association of the relevant company for the time being and (subject to
sub-clause (2) below) shall be separate from and additional to his duties
pursuant to the Appointment.  The Executive’s
salary under this Agreement is inclusive of any remuneration to which the
Executive may be entitled as a director of Prudential or any other company
within the Prudential Group.


 


(2)                                  If the Executive is removed from office as a
director of Prudential during the Appointment by any resolution of a general
meeting or of the Board or by not being re-elected after retiring by rotation
pursuant to the Articles of Association of Prudential the Executive
acknowledges and agrees that such removal or cessation shall not amount to a
breach of the Appointment and shall not entitle the executive to bring a claim
of constructive dismissal, but such removal or cessation shall automatically constitute the Company
giving notice to terminate the Appointment within the provisions of clause
2(2).


 


(3)                                  Upon termination of the Appointment for
whatever reason the Executive shall forthwith in writing resign his position as
a director of Prudential and of any other company within the Prudential Group,
without compensation for loss of office but without prejudice to any other
claims the Executive may have for damages for breach of this Agreement.


 


(4)                                  If the Executive fails to comply with his
obligations in sub-clause 12(3) hereof, he  hereby irrevocably authorises Prudential to
appoint some person in his name and on his behalf to sign any documents and/or
do all things necessary to give effect to the resignations referred to in
sub-clause 12(3) above.


 


13.                               CONFIDENTIAL INFORMATION


 


(1)                                  The Executive shall not, either during the
continuance of the Appointment or thereafter, use to the detriment or prejudice
of the Company or any other company within the Prudential Group or, except in
the proper course of his duties, divulge to any person any Confidential
Information concerning the business or affairs of the Company or any other
company within the Prudential Group which may have come to his knowledge during
his employment.  For the purposes of
this Agreement “Confidential Information” shall mean details of suppliers and
their terms of business, details of customers, prices charged to and terms of
business with customers, marketing plans and sales forecasts, any proposals
relating to the acquisition or disposal of a company or business or any part
thereof, details of employees and officers and of the remuneration and other
benefits paid to them and any other information which may reasonably be
classified as confidential, but so that these instructions shall cease to apply
to any information which shall become available generally otherwise than
through the fault of the Executive.  The restrictions in this clause shall not apply:


 

















 


(i)                                     to any disclosure or use authorised by the Board or required by law
or by the Appointment; or


 


(ii)                                  so as to prevent the Executive from using his own personal skill in
any business in which he may be lawfully engaged after the Appointment is ended
or


 


(iii)                               to prevent the Executive making a protected disclosure within the
meaning of s43A of the Employment Rights Act 1996.


 


(2)                                  The Executive shall maintain all necessary and proper security
precautions when in the possession of Confidential Information and shall remove
Confidential Information (in non-electronic form) from Prudential’s premises
only to the extent it is strictly necessary for the proper performance of his
duties hereunder. The Executive will comply with the Company’s standards
relating to confidentiality of information in electronic form.


 


14.                               GRATUITIES AND CODES OF CONDUCT


 


(1)                                  Without the Company’s permission the Executive
shall not directly or indirectly accept any commission, rebate, discount or
gratuity, in cash or in kind, from any person who has or is likely to have a
business relationship with any company in the Prudential Group. Express
permission is not required for reasonable business entertainment such as
lunches, sporting, cultural or social events undertaken in the normal course of
the Executive’s duties and in accordance with any directions given by the
Company.


 


(2)                                  The Executive shall comply with all codes of
conduct from time to time adopted by the Board and with all applicable rules
and regulations of The Stock Exchange and any other relevant regulatory body.


 


15.                               DATA PROTECTION


 


(1)                                  The Executive consents to the Company and any company within the
Prudential Group processing data relating to him at any time (whether before,
during or after the Employment) for the following purposes:


 


(i)                                     performing its obligations under the Agreement (including
remuneration, payroll, pension, insurance and other benefits, tax and national
insurance obligations);


 


(ii)                                  the legitimate interests of the Company and any company within the
Prudential Group including for the purposes of any sickness policy, working
time policy, investigating acts or defaults (or alleged or suspected acts or
defaults) of the Executive, security, management forecasting or planning and
negotiations with the Executive;


 

















 


(iii)                               processing in connection with any corporate transaction  in which the Company or any company within
the Prudential Group is involved or any transfer of any business in which the
Executive performs his duties; and


 


(iv)                              transferring data to countries outside the European Economic Area
for any of the purposes referred to in (i), (ii) or (iii) above.


 


(2)                                  The Executive explicitly consents to the Company and any company
within the Prudential Group processing sensitive personal data (within the
meaning of the Data Protection Act 1998) at any time (whether before, during or
after the Appointment) for the following purposes:


 


(i)                                     where the sensitive personal data relates to the Executive’s health,
any processing in connection with the operation of the sickness policy of the
Company (or any company within the Prudential Group) or any relevant pension
scheme or monitoring absence;


 


(ii)                                  where the sensitive personal data relates to an offence committed,
or allegedly committed, by the Executive or any related proceedings, processing
for the purpose of the disciplinary purposes of the Company or of any company
within the Prudential Group;


 


(iii)                               for all sensitive personal data, any processing in connection with
any merger, sale or acquisition of a company or business in which the Company
or any company within the Prudential Group is involved or any transfer of any
business in which the Executive performs his duties; and


 


(iv)                              for all sensitive personal data, any processing in the legitimate
interests of the Company or any company within the Prudential Group.


 


16.                               ASSIGNMENT


 


The
Company may assign its interest in this Agreement to any other company within the Prudential
Group with the agreement of the Executive such agreement not to be unreasonably
withheld.


 


17.                               STATUTORY REQUIREMENTS


 


The
Executive shall also be subject to the terms set out in the
Schedule attached to this Agreement in connection with the Employment
Rights Act 1996.


 

















 


18.                               NOTICES


 


Any
notice or other document to be given hereunder shall either be delivered
personally or be sent by first class recorded delivery or fax.  The address for service on the Company shall
be its registered office for the time being and the address for service on the
Executive shall be his last known place of residence.  A notice shall be deemed to have been served as follows:-


 


(a)                                  if personally delivered, at the time of
delivery;


 


(b)                                 if posted, at the expiration of 48 hours after
the envelope containing the same was delivered into the custody of the postal
authorities;


 


(c)                                  if sent by fax, at the time of dispatch.


 


In
proving such service it shall be sufficient to prove that personal delivery was
made, or that the envelope containing such notice was properly addressed and
delivered into the custody of the postal authorities as a pre-paid, first
class, recorded delivery letter, or that the 
fax was properly addressed and dispatched as the case may be.


 


19.                               MISCELLANEOUS


 


(1)                                  This Agreement forms the entire understanding
of the parties as to its subject matter and both parties acknowledge that
neither of them has entered into this Agreement in reliance upon any
representation warranty or undertaking which is not set out in this Agreement
as forming part of the contract of employment of the Executive.


 


(2)                                  Any reference in this Agreement to an Act of
Parliament shall be deemed to include any statutory modification or
re-enactment thereof whenever made.


 


(3)                                  The headings shall be disregarded in construing
this Agreement.


 


IN
WITNESS the hands of the Executive and of the duly authorized representative of
the Company on the date first above written.


 

















 


THE SCHEDULE


 


In
accordance with the Employment Rights Act 1996, the following terms of the
Executive’s appointment apply on the date of the Agreement as provided
therein:-


 


(a)                                  Remuneration -  Clause 5(1)


 


(b)                                 Hours of Work - There are no fixed hours of work - 
Clause 4


 


(c)                                  Holidays -  Clause 7


 


(d)                                 Sickness and Injury - the Executive is entitled to be paid during
any period of absence from work due to sickness or injury, subject however to
the provisions of sub-clause 5(3)


 


(e)                                  Pension Arrangements - 
Clause 5(2)


 


(f)                                    Notice -  Clause 2(2)


 


(g)                                 Job Title -  Clause 2(1)


 


(h)                                 Grievance Procedure - If the Executive seeks to redress any
grievance relating to his employment he should apply in writing to the Chief
Executive of the  Prudential Group.


 


(i)                                     Disciplinary Procedure - There are no disciplinary rules applicable
to senior executives so that any disciplinary action relevant to the Executive
will be considered and handled according to the particular circumstances and
the Executive’s position.  Should the
Executive be dissatisfied with any disciplinary decision he/she should appeal
in writing to the Chief Executive of the Prudential Group.


 


(j)                                     Date of Commencement of Employment - The date of commencement of employment (i.e.
date of joining Prudential) is the Commencement Date - Clause 1.


 


(k)                                  Place of work - Clause 4(3).


 


(l)                                     Collective Agreements which directly affect the Executive’s terms
and conditions - none.


 

















 


	
  SIGNED
  by Jonathan Bloomer

  	
   

  
	
  on
  behalf of PRUDENTIAL PLC

  	
  /s/
  J W Bloomer

  
	
   

  	
   

  
	
  In
  the presence of:-   /s/ P Evans

  	
   

  
	
   

  	
   

  
	
  SIGNED
  by Mark Norbom

  	
  /s/
  M Norbom

  
	
   

  	
   

  
	
  In
  the presence of:-   /s/ A Garlick

  	
   

  
	
   

  	
   

  
	
  SIGNED
  by Jane Celia Kibbey

  	
  /s/
  Jane Kibbey

  
	
  on
  behalf of PRUDENTIAL SERVICES LIMITED

  	
   

  
	
   

  	
   

  
	
  In
  the presence of:-   /s/ C Asherson