EXHIBIT 4.5


 


       


AVIVA plc


     




 


 


RULES OF
THE CFO RECRUITMENT SHARE AWARDS PLAN


 


 


 


 


 


	Linklaters	 
	 	
	
        Linklaters LLP

        One Silk Street

        London EC2Y 8HQ

         
	 
	Telephone (44-20) 7456 2000	 
	Facsimile (44-20) 7456 2222	 
	 	 
	Ref 01/145/J Jaques/R Berglund	 


 


 






    	 



    	 



    

 


Table of Contents


 





	Contents	Page
	 	 	 
	1	Categories of Awards	1
	 	 	 
	2	Granting Awards	1
	 	 	 
	3	Principal Terms of the Awards	2
	 	 	 
	4	CFO’s rights	3
	 	 	 
	5	Vesting	3
	 	 	 
	6	Leaving the Group before Vesting – Bonus Replacement Deferred Share Award	4
	 	 	 
	7	Leaving the Group before Vesting – One Aviva, Twice the Value Award	6
	 	 	 
	8	Leaving the Group before Vesting – Replacement Restricted Share Award	7
	 	 	 
	9	Variations in share capital, demergers and special distributions	7
	 	 	 
	10	Takeovers and restructurings	8
	 	 	 
	11	Exchange of Awards	10
	 	 	 
	12	General	10
	 	 	 
	13	Changing the Plan and termination	13
	 	 	 
	14	Definitions	14
	 	 	 
	Schedule 1 Restricted Shares	16
	 	 	 
	Schedule 2 Performance Condition for One Aviva, Twice the Value Award	19




 






    	 



    	 



    

 


Rules of the CFO Recruitment Share Awards
Plan


 


Introduction


 


This Plan sets out the terms of the awards
to be granted to the CFO in connection with his recruitment as chief financial officer of the Company.


 


		1	Categories of Awards



 


The Executive will be granted three
Awards under this Plan as follows:


 


		·	Replacement Restricted Share Award;



 


		·	Bonus Replacement Deferred Share Award; and



 


		·	One Aviva, Twice the Value Award.



 


		2	Granting Awards



 


		2.1	Eligibility



 


Only the CFO is eligible to be
granted an Award under this Plan.


 


		2.2	Timing and Award Date



 


The Award Date for each Award will
be as follows:


 


		2.2.1	for the Replacement Restricted Share Award, the date on which the CFO becomes an employee of the
Company;



 


		2.2.2	for the Bonus Replacement Deferred Share Award, 30 March 2010;



 


		2.2.3	for the One Aviva, Twice the Value Award, 30 March 2010.



 


or, if later, the later of:


 


		2.2.4	first Business Day after that on which the Company is not prevented by a Dealing Restriction from
granting the Awards;



 


		2.2.5	the first Business Day on which the number of Shares subject to the Award can be determined (see
rule 3.1).



 


Awards may not be granted under
this Plan at any other time.


 


		2.3	Documentation



 


The Awards will be granted by
deed. The CFO will receive a certificate setting out the principal terms of the Awards as soon as practicable after the Award Date.
The certificate may be the deed or any other document, including a statement, and may be sent electronically. If any certificate
is lost or damaged the Company may replace it on such terms as it decides.


 


		2.4	No payment



 


The CFO is not required to pay
for the grant of any Award.


 



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		3	Principal Terms of the Awards



 


		3.1	Number of Shares subject to each Award



 


The number of Shares subject to
each Award will be determined as follows:


 


		3.1.1	The Replacement Restricted Share Award will be over Shares with a Market Value equal to £1.65
million. ‘Market Value’ for the purposes of this rule 3.1.1 means the average of the middle market quotations
for a Share (taken from the Daily Official List of the London Stock Exchange) for the five consecutive Business Days immediately
preceding the Award Date but only consecutive Business Days during which the Company is not in a close period under the Model Code
will be used for these purposes.



 


		3.1.2	The Bonus Replacement Deferred Share Award will be over Shares with a Market Value equal to £283,333.
‘Market Value’ for the purposes of this rule 3.1.2 means the average of the middle market quotations for
a Share (taken from the Daily Official List of the London Stock Exchange) for any three consecutive Business Days in the thirty
day period immediately preceding the Award Date.



 


		3.1.3	The One Aviva, Twice the Value Award will be over the number of Shares equal to 75% of the number
of Shares subject to the Bonus Replacement Deferred Share Award.



 


		3.2	Expected date of Vesting



 


The expected date of Vesting for
each of the Awards is as follows:


 


		3.2.1	for the Replacement Restricted Share Award:



 


		(i)	as to one third of the Shares subject to Award, the first anniversary of the CFO becoming an employee
of the Company;



 


		(ii)	as to one third of the Shares subject to Award, the second anniversary of the CFO becoming an employee
of the Company;



 


		(iii)	as to the balance of the Shares subject to Award, the third anniversary of the CFO becoming an
employee of the Company;



 


		3.2.2	for the Bonus Replacement Deferred Share Award the third anniversary of the Award Date; and



 


		3.2.3	for the One Aviva, Twice the Value Award the third anniversary of the Award Date or, if later,
the date on which the Directors determine the extent to which the Performance Condition has been satisfied.



 


		3.3	Performance Conditions



 


		3.3.1	Vesting of the One Aviva, Twice the Value Award will be subject to the Performance Condition set
out in Schedule 2. The Directors may waive or change this Performance Condition in accordance with its terms or if anything happens
which causes them reasonably to consider it appropriate. Notwithstanding anything else in the Plan, the One Aviva, Twice the Value
Award will only Vest to the extent that the Performance Condition is satisfied or waived.



 



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		3.3.2	The Replacement Restricted Share Award will only Vest if the Group Chief Executive and Chairman
of the Company consider that the CFO’s performance from the Award Date to the date of Vesting has been at least ‘mid-range’.
For the avoidance of doubt, this will not apply where Vesting occurs under rules 8 or 10.



 


		3.4	CFO’s right to take Replacement Restricted Share Award or Bonus Replacement Deferred Share
Award as a Restricted Share Award



 


The CFO may notify the Company
before the Award Date of the Replacement Restricted Share Award and/or the Bonus Replacement Deferred Share Award that he wishes
it to be granted in the form of a Restricted Share Award under Schedule 1 of the Plan. If he enters into the Restricted Share Agreement
on or before the Award Date, Schedule 1 will apply to the Award.


 


		3.5	Reduction or cancellation of Awards



 


The Directors may decide that an
Award which has not Vested will lapse wholly or in part if they consider that:


 


		3.5.1	the CFO or his team has, in the opinion of the Directors, engaged in misconduct which ought to
result in the complete or partial lapse of his Award; and/or



 


		3.5.2	there is a materially adverse misstatement of the Company financial statements.



 


		4	CFO’s rights



 


		4.1	Rights



 


Subject to rule 5.5 (Dividend equivalent),
the CFO shall not be entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject
to an Award until the Shares are issued or transferred to the CFO, except as set out in rule 5.4 (Rights).


 


		4.2	Transfer



 


The CFO may not transfer, assign
or otherwise dispose of an Award or any rights in respect of it. If he does, whether voluntarily or involuntarily, then it will
immediately lapse. This rule 4.2 does not apply:


 


		4.2.1	to the transmission of an Award on the death of the CFO to his personal representatives; or



 


		4.2.2	to the assignment of an Award, with the prior consent of the Directors, subject to any terms and
conditions the Directors impose.



 


		5	Vesting



 


		5.1	Timing of Vesting



 


Subject to rules 3.3 (Performance
Conditions), 6, 7 and 8 (Leaving the Group before Vesting), and 10 (Takeovers and restructurings), each Award will Vest on the
date or dates set out in rule 3.2 or, if on any such date a Dealing Restriction applies which would prevent the Vesting, a date
determined by the Directors which is on or after the first date on which any Dealing Restriction ceases to apply.


 



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		5.2	Lapse



 


If an Award lapses under the Plan
it cannot Vest and the CFO has no rights in respect of it.


 


		5.3	Delivering the Shares



 


Within 30 days of the Vesting of
an Award, the Company will arrange (subject to rule 5.7 (Withholding)) for the transfer to or to the order of the CFO of the number
of Shares in respect of which the Award has Vested.


 


No Shares will be issued under
the Plan.


 


		5.4	Rights



 


The CFO will be entitled to all
rights attaching to the Shares by reference to a record date on or after the transfer date. The CFO will not be entitled to rights
before that date.


 


		5.5	Dividend equivalent



 


The Awards will not include any
rights in respect of dividends on the Shares comprised in the Award before Vesting.


 


However, the Replacement Restricted
Share Award and the Bonus Replacement Deferred Share Award will include the right to receive, on Vesting, cash or Shares
(as determined by the Directors on Vesting) with a value equal to the value of ordinary dividends paid on the number of Shares
in respect of which the Award is then Vesting, the record date for which falls between the Award Date and the date of Vesting.


 


		5.6	Cash alternative



 


The Company, subject to the approval
of the Directors, may decide to satisfy an Award by paying an equivalent amount in cash (subject to rule 5.7 (Withholding)).


 


		5.7	Withholding



 


The Company, any employing company
or trustee of any employee benefit trust may withhold such amount and make such arrangements as it considers necessary to meet
any liability to taxation or social security contributions in respect of Awards. These arrangements may include the sale or reduction
in number of any Shares on behalf of the CFO.


 


		6	Leaving the Group before Vesting – Bonus Replacement Deferred Share Award



 


		6.1	General rule on leaving employment



 


		6.1.1	This rule applies if the CFO ceases to be an employee or director before his Bonus Replacement
Deferred Award Vests for a reason other than one specified in rule 6.2 (Exceptions to the general rule on leaving employment) or
rule 6.3 (Other circumstances).



 


		6.1.2	Subject to rule 6.1.3, if the date on which the CFO ceases to be an employee or director (the “cessation
date”) is:



 


		(i)	before 31 December 2010, the whole of the Bonus Replacement Deferred Share Award will lapse on
the cessation date and no Shares will Vest;



 



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		(ii)	in 2011, 50% of the Shares under the Bonus Replacement Deferred Share Award will lapse on the cessation
date and 50% will Vest in accordance with rule 5.1 (Timing of Vesting);



 


		(iii)	in 2012, 25% of the Shares under the Bonus Replacement Deferred Share Award will lapse on the cessation
date and 75% will Vest in accordance with rule 5.1 (Timing of Vesting); or



 


		(iv)	in 2013 (and before Vesting), the whole of the Bonus Replacement Deferred Share Award will Vest
in accordance with rule 5.1 (Timing of Vesting).



 


		6.1.3	If the CFO ceases to be an employee or director for reasons involving misconduct, the whole of
the Bonus Replacement Deferred Share Award will lapse on such cessation.



 


		6.2	Exceptions to the general rule on leaving employment



 


If the CFO ceases to be an employee
or director due to:


 


		6.2.1	retirement with the agreement of the Company;



 


		6.2.2	death;



 


		6.2.3	ill-health, injury or disability, as established to the satisfaction of the Company;



 


		6.2.4	the CFO’s employing company ceasing to be under the Control of the Company;



 


		6.2.5	redundancy, only in circumstances which give rise to a redundancy payment; or



 


		6.2.6	any other reason, if the Directors so decide in any particular case,



 


then all the Shares under his Bonus
Replacement Deferred Share Award will Vest on the cessation date (or, if on that date a Dealing Restriction applies, a date determined
by the Directors which is on or after the first date on which any Dealing Restriction ceases to apply).


 


The Directors must exercise any
discretion provided for in rule 6.2.6 within 30 days after the cessation date and the Bonus Replacement Deferred Share Award will
lapse or Vest (as appropriate) on the earlier of the date on which the discretion is exercised and the end of the 30 day period.


 


		6.3	Other circumstances



 


If the CFO ceases
to be an employee or director due to a transfer of the undertaking, or the part of the undertaking, in which the CFO works to a
person which is neither under the Control of the Company nor a Member of the Group then all the Shares under his Award will Vest
in accordance with rule 5.1 (Timing of Vesting).


 


		6.4	Meaning of “ceasing to be an employee or director”



 


For the purposes of rule 6, 7 and
8:


 


		6.4.1	the CFO will not be treated as ceasing to be an employee or director of a Member of the Group until
he ceases to be an employee or director of all Members of the Group or if he recommences employment with or becomes a director
of a Member of the Group within 14 days or such other period and on such basis as the Directors, in their discretion, approve;



 



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		6.4.2	the CFO will be treated as ceasing to be an employee or director if he gives notice of termination
of his employment with any Member of the Group.



 


		7	Leaving the Group before Vesting – One Aviva, Twice the Value Award



 


		7.1	General rule on leaving employment



 


Unless rule 7.2 (Exceptions to
the general rule on leaving employment) applies, the One Aviva, Twice the Value Award, if it has not Vested, will lapse on the
date the CFO ceases to be an employee or director of a Member of the Group. However, this rule 7.1 will not apply where the Vesting
of the One Aviva, Twice the Value Award is delayed due to the application of a Dealing Restriction as described in rule 5.1, unless
the CFO ceases to be an employee or director for reasons involving misconduct.


 


		7.2	Exceptions to the general rule on leaving employment



 


If the CFO ceases to be an employee
or director due to:


 


		7.2.1	retirement with the agreement of the Company;



 


		7.2.2	death;



 


		7.2.3	ill-health, injury or disability, as established to the satisfaction of the Company;



 


		7.2.4	the CFO’s employing company ceasing to be under the Control of the Company;



 


		7.2.5	redundancy, only in circumstances which give rise to a redundancy payment; or



 


		7.2.6	any other reason, if the Directors so decide in any particular case,



 


then his One Aviva, Twice the Value
Awards will vest as described in rule 7.3 and lapse as to the balance.


 


The Directors must exercise any
discretion provided for in rule 7.2.6 within 30 days after the cessation date and the One Aviva, Twice the Value Award will lapse
or Vest (as appropriate) on the earlier of the date on which the discretion is exercised and the end of the 30 day period.


 


		7.3	Vesting on leaving in exceptional circumstances



 


Where rule 7.2 (Leaving in exceptional
circumstances) applies, the One Aviva, Twice the Value Award does not lapse and will normally Vest in accordance with the provisions
of rule 5 (Vesting). Alternatively, the Directors may in their absolute discretion decide that the One Aviva, Twice the Value Award
will Vest on the cessation date, to the extent that the Performance Condition has been satisfied at that date.


 


The number of Shares in respect
of which the One Aviva, Twice the Value Award will Vest will be reduced pro rata to reflect the number of days from the start of
the Performance Period until the cessation of the CFO’s office or employment as a proportion of the number of days of the
Performance Period.


 



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		8	Leaving the Group before Vesting – Replacement Restricted Share Award



 


		8.1	General rule on leaving employment



 


The Replacement Restricted Share
Award will lapse immediately if the CFO gives or is given notice terminating his employment (whether or not such termination is
or would be lawful).


 


		8.2	Exceptions to the general rule on leaving employment



 


However, the Award will Vest in
full on cessation if the CFO ceases to be an employee or director of a Member of the Group by reason of:


 


		8.2.1	death;



 


		8.2.2	ill-health, injury or disability, as established to the satisfaction of the Company;



 


		8.2.3	the CFO’s employing company ceasing to be under the Control of the Company;



 


		8.2.4	redundancy, only in circumstances which give rise to a redundancy payment;



 


		8.2.5	a transfer of the undertaking, or the part of the undertaking, in which the CFO works to a person
which is neither under the Control of the Company nor a Member of the Group; or



 


		8.2.6	any other reason, if the Directors so decide in any particular case.



 


The Directors must exercise any
discretion provided for in rule 8.2.6 within 30 days after the cessation date and the Replacement Restricted Share Award will lapse
or Vest (as appropriate) on the earlier of the date on which the discretion is exercised and the end of the 30 day period.


 


		9	Variations in share capital, demergers and special distributions



 


		9.1	Adjustment of Awards



 


If there is:


 


		9.1.1	a variation in the equity share capital of the Company, including a capitalisation or rights issue,
sub-division, consolidation or reduction of share capital; or



 


		9.1.2	a demerger (in whatever form) or exempt distribution by virtue of Section 213 of the Income and
Corporation Taxes Act 1988; or



 


		9.1.3	a special dividend or distribution;



 


the Directors may adjust the number
or class of Shares or securities comprised in an Award.


 


		9.2	Notice



 


The Company may notify the CFO
of any adjustment made under this rule.


 



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		10	Takeovers and restructurings



 


		10.1	Takeover



 


		10.1.1	Where a person (or a group of persons acting in concert) obtains Control of the Company as a result
of making an offer to acquire Shares, each Award will be exchanged under rule 11 (Exchange of Awards) if:



 


		(i)	an offer to exchange the Award is made and accepted by the CFO; or



 


		(ii)	the Directors, with the consent of the Acquiring Company, decide before a person obtains Control
that the Award will be automatically exchanged.



 


		10.1.2	To the extent that an Award is not exchanged under rule 11 (Exchange of Awards), it will Vest on
the date the person obtains Control. The One Aviva, Twice the Value Award will only Vest to the following extent (and lapse as
to the balance):



 


		(i)	that the Performance Condition has been satisfied (as determined by the Directors in the manner
specified in the Performance Condition or in such manner as they consider reasonable) over the period from the start of the Performance
Period until the date the person obtains Control; and



 


		(ii)	reduced pro rata to reflect the number of days from the start of the Performance Period until the
date the person obtains Control as a proportion of the number of days of the Performance Period.



 


The Directors will have the
discretion to adjust the number of Shares in respect of which the One Aviva, Twice the Value Award Vests in order to ensure that
such number is, in the opinion of the Directors, reasonable taking into account the extent to which the Performance Condition has
been met and the proportion of the Performance Period which has elapsed.


 


		10.2	Scheme of Arrangement



 


		10.2.1	When under Section 895 of the Companies Act 2006 a court sanctions a compromise or arrangement
in connection with the acquisition of Shares, each Award will be exchanged under rule 11 (Exchange of Awards) if:



 


		(i)	an offer to exchange the Award is made and accepted by the CFO; or



 


		(ii)	the Directors, with the consent of the Acquiring Company, decide before court sanction that the
Award will be automatically exchanged.



 


		10.2.2	To the extent that an Award is not exchanged under rule 11 (Exchange of Awards), it will Vest on
the date of the court sanction. The One Aviva, Twice the Value Award will only Vest to the following extent (and lapse as to the
balance):



 


		(i)	that the Performance Condition has been satisfied (as determined by the Directors in the manner
specified in the Performance Condition or in such manner as they consider reasonable) over the period from the start of the Performance
Period until the date of court sanction; and



 


		(ii)	reduced pro rata to reflect the number of days from the start of the Performance Period until the
date of court sanction as a proportion of the number of days of the Performance Period.



 



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The Directors will have the
discretion to adjust the number of Shares in respect of which the One Aviva, Twice the Value Award Vests in order to ensure that
such number is, in the opinion of the Directors, reasonable taking into account the extent to which the Performance Condition has
been met and the proportion of the Performance Period which has elapsed.


 


		10.2.3	This rule also applies where there is an equivalent procedure to Section 895 of the Companies Act
2006 under local legislation.



 


		10.3	Demerger or other corporate event



 


		10.3.1	If the Directors become aware that the Company is or is expected to be affected by any demerger,
distribution (other than an ordinary dividend) or other transaction not falling within rule 10.1 (Takeover), or 10.2 (Scheme of
arrangement) which, in the opinion of the Directors would affect the current or future value of any Award, the Directors may allow
the Award to Vest.



 


		10.3.2	In the case of the One Aviva, Twice the Value Award, Vesting will be subject to any other conditions
the Directors decide to impose and the Directors may only allow it to Vest to no more than the following extent (and it will lapse
as to the balance):



 


		(i)	that the Performance Condition has been satisfied (as determined by the Directors in the manner
specified in the Performance Condition or in such manner as they consider reasonable) over the period from the start of the Performance
Period until the date determined by the Directors; and



 


		(ii)	reduced pro rata to reflect the number of days from the start of the Performance Period until the
date determined by the Directors as a proportion of the number of days of the Performance Period.



 


The Directors will have the
discretion to adjust the number of Shares in respect of which the One Aviva, Twice the Value Award Vests in order to ensure that
such number is, in the opinion of the Directors, reasonable taking into account the extent to which the Performance Condition has
been met and the proportion of the Performance Period which has elapsed.


 


		10.3.3	The Company will notify the CFO if the Directors exercise their discretion under this rule.



 


		10.4	Directors



 


In this rule, “Directors”
means those people who were members of the remuneration committee of the Company immediately before the change of Control.


 


		10.5	Overseas transfer



 


If the CFO is transferred to work
in another country and, as a result of that transfer he would:


 


		10.5.1	suffer a tax disadvantage in relation to his Awards (this being shown to the satisfaction of the
Directors); or



 


		10.5.2	become subject to restrictions on his ability to receive the Shares comprised in his Awards or
to hold or deal in the Shares or the proceeds of the sale of the Shares because of the security laws or exchange control laws of
the country to which he is transferred;



 



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then if the CFO continues to hold
an office or employment with a Member of the Group, the Directors may decide that the Award will Vest, to the extent they permit,
on a date they choose before or after the transfer takes effect. The Directors will decide whether any balance of the Award will
lapse.


 


		11	Exchange of Awards



 


		11.1	Exchange



 


Where an Award is to be exchanged
under rule 10 (Takeovers and restructurings) the exchange will take place as soon as practicable after the relevant event.


 


		11.2	Exchange terms



 


Where the CFO is granted a new
award in exchange for an existing Award, the new award:


 


		11.2.1	must confer a right to acquire shares in the Acquiring Company or another body corporate determined
by the Acquiring Company;



 


		11.2.2	must be equivalent to the existing Award;



 


		11.2.3	is treated as having been acquired at the same time as the existing Award and Vest in the same
manner and at the same time;



 


		11.2.4	is governed by the Plan as if references to Shares were references to the shares over which the
new award is granted and references to the Company were references to the Acquiring Company or the body corporate determined under
rule 11.2.1; and



 


		11.2.5	in the case an award for which the One Aviva, Twice the Value Award is exchanged, must:



 


		(i)	be subject to a performance condition which is, so far as possible, equivalent to any Performance
Condition applying to the existing One Aviva, Twice the Value Award; or



 


		(ii)	not be subject to any performance condition but be in respect of the number of shares which is
equivalent to the number of Shares determined in accordance with rule 10.1.2 or 10.2.2 (as relevant), in which case the existing
One Aviva, Twice the Value Award lapses as to the balance.



 


		12	General



 


		12.1	Directors’ decisions final and binding



 


The decision of the Directors on
the interpretation of the Plan or in any dispute relating to an Award or matter relating to the Plan will be final and conclusive.


 


		12.2	Documents sent to shareholders



 


The Company may, at its discretion,
send to the CFO copies of any documents or notices normally sent to the holders of its Shares at or around the same time as issuing
them to the holders of its Shares.


 



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		12.3	Costs



 


The Company may ask the CFO’s
employer to bear the costs in respect of an Award to the CFO.


 


		12.4	Regulations



 


The Directors have the power from
time to time to make or vary regulations for the administration and operation of the Plan but these must be consistent with its
rules.


 


		12.5	Terms of employment



 


		12.5.1	This rule applies:



 


		(i)	whether the Company has full discretion in the operation of the Plan, or whether the Company could
be regarded as being subject to any obligations in the operation of the Plan;



 


		(ii)	during the CFO’s employment or employment relationship; and



 


		(iii)	after the termination of the CFO’s employment or employment relationship, whether the termination
is lawful or unlawful.



 


		12.5.2	Nothing in the rules or the operation of the Plan forms part of the contract of employment or employment
relationship of the CFO. The rights and obligations arising from the employment relationship between the CFO and the Company are
separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued
employment or a continued employment relationship.



 


		12.5.3	The grant of Awards does not create any right to or expectation of the grant of Awards on the same
basis, or at all, in any future year.



 


		12.5.4	Without prejudice to the CFO’s right in respect of an Award subject to and in accordance
with the express terms of the Plan, the CFO has no rights in respect of the exercise or omission to exercise any discretion, or
the making or omission to make any decision, relating to any Award. Any and all discretions, decisions or omissions relating to
the Award may operate to the disadvantage of the CFO, even if this could be regarded as capricious or unreasonable, or could be
regarded as in breach of any implied term between the CFO and his employer, including any implied duty of trust and confidence.
Any such implied term is excluded and overridden by this rule.



 


		12.5.5	The CFO has no right to compensation for any loss in relation to the Plan, including:



 


		(i)	any loss or reduction of any rights or expectations under the Plan in any circumstances or for
any reason (including lawful or unlawful termination of employment or the employment relationship);



 


		(ii)	any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any
failure to exercise a discretion or take a decision;



 


		(iii)	the operation, suspension, termination or amendment of the Plan.



 


		12.5.6	Participation in the Plan is permitted only on the basis that the CFO accepts all the provisions
of its rules, including in particular this rule. By participating in the Plan, the CFO waives all rights under the Plan, other
than the right to acquire shares subject to and in accordance with the express terms of the Plan, in consideration for and as a
condition of, the grant of an Award under the Plan.



 



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		12.5.7	Nothing in this Plan confers any benefit, right or expectation on a person other than the CFO.
No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Plan. This
does not affect any other right or remedy of a third party which may exist.



 


		12.5.8	Each of the provisions of this rule is entirely separate and independent from each of the other
provisions. If any provision is found to be invalid then it will be deemed never to have been part of these rules and to the extent
that it is possible to do so, this will not affect the validity or enforceability of any of the remaining provisions.



 


		12.6	Employee trust



 


The Company and any Subsidiary
of the Company may provide money to the trustee of any trust or any other person to enable them or him to acquire shares to be
held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by Section
682 of the Companies Act 2006.


 


		12.7	Data protection



 


By participating in the Plan the
CFO consents to the holding and processing of personal data provided by the CFO to any Member of the Group, trustee or third party
service provider, for all purposes relating to the operation of the Plan. These include, but are not limited to:


 


		12.7.1	administering and maintaining plan records;



 


		12.7.2	providing information to Members of the Group, trustees of any employee benefit trust, registrars,
brokers or third party administrators of the Plan;



 


		12.7.3	providing information to future purchasers of the company or the business in which the CFO works;



 


		12.7.4	transferring information about the CFO to a country or territory outside the European Economic
Area that may not provide the same statutory protection for the individual as the CFO’s home country.



 


		12.8	Consents



 


All transfers of Shares will be
subject to any necessary consents under any relevant enactments or regulations for the time being in force in the United Kingdom
or elsewhere. The CFO will be responsible for complying with any requirements he needs to fulfil in order to obtain or avoid the
necessity for any such consent.


 


		12.9	Articles of Association



 


Any Shares acquired under the Plan
are subject to the articles of association of the Company from time to time in force.


 


		12.10	Notices



 


		12.10.1	Any notice or other document which has to be given to the CFO under or in connection with the Plan
may be:



 






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		(i)	delivered or sent by post to him at his home address according to the records of his employing
company; or



 


		(ii)	sent by e-mail or fax to any e-mail address or fax number which according to the records of his
employing company is used by him;



 


or in either case such other
address which the Company considers appropriate.


 


		12.10.2	Any notice or other document which has to be given to the Company or other duly appointed agent
under or in connection with the Plan may be delivered or sent by post to it at its registered office (or such other place as the
Directors or duly appointed agent may from time to time decide and notify to the CFO) or sent by e-mail or fax to any e-mail address
or fax number notified to the CFO.



 


		12.10.3	Notices sent by post will be deemed to have been given on the second day after the date of posting.
However, notices sent by or to the CFO while he is working overseas will be deemed to have been given on the seventh day after
the date of posting. Notices sent by e-mail or fax, in the absence of evidence to the contrary, will be deemed to have been received
on the day after sending.



 


		13	Changing the Plan and termination



 


		13.1	Directors’ powers



 


Except as described in the rest
of this rule 13, the Directors may at any time change the Plan in any way.


 


		13.2	Shareholder approval



 


		13.2.1	Except as described in rule 13.2.2, the Company in general meeting must approve in advance by ordinary
resolution any proposed change to the Plan to the advantage of the CFO, which relates to the following;



 


		(i)	the persons to or for whom Shares may be provided under the Plan;



 


		(ii)	the limitations on the number of Shares which may be issued under the Plan;



 


		(iii)	the number of Shares under Award;



 


		(iv)	any rights attaching to the Awards and the Shares;



 


		(v)	the rights of the CFO in the event of a capitalisation issue, rights issue, sub-division or consolidation
of shares or reduction or any other variation of capital of the Company;



 


		(vi)	the prohibition on the issue of new Shares to satisfy Awards;



 


		(vii)	the terms of this rule 13.2.1.



 


		13.2.2	The Directors can change the Plan and need not obtain the approval of the Company in general meeting
for any minor changes:



 


		(i)	to benefit the administration of the Plan;



 


		(ii)	to comply with or take account of the provisions of any proposed or existing legislation;



 



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		(iii)	to take account of any changes to legislation; or



 


		(iv)	to obtain or maintain favourable tax, exchange control or regulatory treatment of the Company,
any Subsidiary or the CFO.



 


		13.3	Notice



 


The Directors may give written
notice of any changes made to the CFO.


 


		13.4	Governing law and jurisdiction



 


English law governs the Plan and
all Awards and their construction. The English courts have non-exclusive jurisdiction in respect of disputes arising under or in
connection with the Plan or any Award.


 


		14	Definitions



 


		14.1	Meaning of words used



 


In these rules:


 


“Acquiring Company”
means a person who obtains Control of the Company;


 


“Award” means
one of the Awards mentioned in rule 1;


 


“Award Date”
means, in relation to an Award, the applicable date under 2.2;


 


“Bonus Replacement Deferred
Share Award” means, subject to rule 3.4, a conditional right to receive Shares granted under the rules of the Plan;


 


“Business Day”
means a day on which the London Stock Exchange (or, if relevant and if the Directors determine, any stock exchange nominated by
the Directors on which the Shares are traded) is open for the transaction of business;


 


“CFO” means
Patrick C. Regan;


 


“Company” means
Aviva plc;


 


“Control” has
the meaning given to it by Section 840 of the Income and Corporation Taxes Act 1985;


 


“Dealing Restrictions”
means restrictions imposed by statute, order, regulation or Governmental directive or by the model code, or any code adopted by
the Company to comply with share dealing regulations;


 


“Directors”
means, subject to rule 10.4 (Directors), the board of directors of the Company or a duly authorised committee;


 


“London Stock Exchange”
means London Stock Exchange plc;


 


“Member of the Group”
means:


 


		(i)	the Company; and



 


		(ii)	its Subsidiaries from time to time; and



 


		(iii)	any other company which is associated with the Company and is so designated by the Directors;



 



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“One Aviva, Twice the
Value Award” means a conditional right to receive Shares granted under the rules of the Plan;


 


“Performance Condition”
means the conditions described in rule 3.3;


 


“Plan” means
these rules known as “CFO Recruitment Share Awards Plan” as changed from time to time;


 


“Replacement Restricted
Share Award” means, subject to rule 3.4, a conditional right to receive Shares granted under the rules of the Plan;


 


“Shares” means
fully paid ordinary shares in the capital of the Company;


 


“Subsidiary”
means a company which is a subsidiary of the Company within the meaning of Section 1159 of the Companies Act 2006;


 


“Vesting” means
the CFO becoming entitled to have the Shares transferred to him subject to these rules and “Vest” is to be construed
accordingly.


 


 


 



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Schedule 1

Restricted Shares


 


If the CFO indicates that he wishes the
Replacement Restricted Share Award and/or the Bonus Replacement Deferred Share Award to be granted in the form of a Restricted
Share Award as described in rule 3.4, this Schedule 1 will apply to that Award.


 


		1	Restricted Share Agreement



 


		1.1	The CFO must enter into an agreement with the Company that:



 


		(i)	to the extent that an Award lapses under the Plan, the Restricted Shares are forfeited and he will
immediately transfer his interest in the Restricted Shares, for no consideration or nominal consideration, to any person (which
may include the Company, where permitted) specified by the Company; and



 


		(ii)	he will not transfer, assign or dispose of any Restricted Shares or any rights in respect of them
before Vesting in accordance with paragraph 7 of this Schedule 1 and if he does, his Restricted Share Award will lapse except in
the case of:



 


		(a)	the transmission of his Restricted Share Award on his death to his personal representatives;



 


		(b)	the transfer, assignment or other disposal of the Restricted Share Award, with the prior consent
of the Directors, subject to any terms and conditions the Directors may impose;



 


		(c)	the disposal or undertaking to dispose of his Restricted Shares where rule 5.7 of the Plan applies;
or



 


		(d)	the transfer, assignment, disposal or undertaking to dispose of his Restricted Shares where rule
10 of the Plan applies.



 


		1.2	The CFO must also sign any other documentation, including a power of attorney or blank stock transfer
form, requested by the Company.



 


		1.3	If the CFO does not sign the Restricted Share Agreement or any other documentation requested by
the Company within a period specified by the Company, the Restricted Share Award will lapse at the end of that period.



 


		2	Transfer of Restricted Shares



 


On or shortly after the Award Date,
the Company will procure that the relevant number of Shares are transferred to the CFO or to another person to be held for the
benefit of the CFO under the terms of this Schedule 1 and the Restricted Share Agreement.


 


		3	Rights



 


Rule 5.4 (Rights) of the Plan will
be replaced with the following paragraph:


 


Subject to the terms of the Restricted
Share Agreement, the CFO will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer
date. The CFO will not be entitled to rights before that date.


 



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		4	Tax elections 



 


The CFO must enter into any elections
required by the Company, including elections under Part 7 of the Income Tax (Earnings and Pensions) Act 2003 and elections to transfer
any liability, or agreements to pay, social security contributions. If he does not do so within a period specified by the Company,
the Restricted Share Award will lapse at the end of that period.


 


		5	Retention of share certificates



 


The Company may retain the share
certificates or other documents of title relating to any Restricted Shares until they Vest in accordance with paragraph 7 of this
Schedule 1 or make such other arrangements it considers necessary to enforce the Restricted Share Agreement.


 


		6	Voting, dividends and dividend equivalent



 


Unless otherwise specified in the
Restricted Share Agreement, the CFO will not be entitled to vote (or instruct any person holding the Restricted Shares on his behalf
how to vote) or to receive any dividends in respect of the Restricted Shares in the period between the Award Date and Vesting.


 


For the avoidance of doubt, Rule
5.5 (Dividend equivalent) of the Plan will apply in relation to Restricted Share Awards granted under this Schedule 1 unless otherwise
specified in the Restricted Share Agreement.


 


		7	Vesting



 


Restricted Share Awards will Vest
in accordance with rule 5.1 of the Plan.


 


		8	Consequences of Vesting



 


To the extent that the Restricted
Share Award Vests, the Restricted Share Agreement will cease to apply to the Restricted Shares. If the Restricted Shares are held
by any person for the benefit of the CFO, that person may transfer the Restricted Shares to or to the order of the CFO.


 


		9	Consequences of lapse for Restricted Share Awards



 


To the extent that the Restricted
Share Award lapses, the CFO will transfer his interest in the Restricted Shares as described in the Restricted Share Agreement.


 


		10	No cash alternative



 


Rule 5.6 of the Plan will not apply.


 


		11	Variations in share capital, rights issues, demergers etc



 


Rule 9 of the Plan will be replaced
by the following:


 


“If there is:


 


		(i)	a variation in the equity share capital of the Company, including a capitalisation or rights issue,
sub-division, consolidation or reduction of share capital; or



 



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		(ii)	a demerger (in whatever form) or exempt distribution by virtue of Section 213 of the Income and
Corporation Taxes Act 1988; or



 


		(iii)	a special dividend or distribution,



 


the CFO will, subject to the Restricted
Share Agreement, have the same rights as any other shareholder in respect of his Restricted Shares. Any shares, securities or rights
allotted to the CFO as a result of such an event shall be:


 


		(a)	treated as if they were awarded to the CFO under this Schedule 1 in the same way and at the same
time as the Restricted Shares in respect of which the rights were conferred; and



 


		(b)	subject to this Schedule 1, the rules of the Plan and the terms of the Restricted Share Agreement.



 


However, securities bought by the
CFO pursuant to a rights issue will not be treated as described in (a) and (b) above except to the extent they are bought using
the proceeds of sale of rights under that rights issue.”


 


		12	Exchange terms



 


Rule 11.2 of the Plan is replaced
by the following:


 


“The CFO may be required
to exchange some or all of his Restricted Shares for other securities or to sell them and use the proceeds to buy other securities
on such terms as the Directors may determine and the rules of the Plan including this Schedule 1 will apply to those other securities
as if they were Restricted Shares.”


 


		13	Documents sent to shareholders



 


Rule 12.2 of the Plan is replaced
by the following:


 


“The Company may, but is
not required, to send to the CFO copies of any documents or notices normally sent to the holders of its Shares at or around the
same time as issuing them to the holders of its Shares.”


 


		14	Definitions



 


“Restricted Shares”
means Shares held in the name of or for the benefit of the CFO subject to the Restricted Share Agreement;


 


“Restricted Share Agreement”
means the agreement referred to in paragraph 1 of this Schedule 1;


 


“Restricted Share Award”
means an award of Restricted Shares granted under this Schedule 1; and


 


“Vesting”
means the restrictions set out in the Restricted Share Agreement between the CFO and the Company, as referred to in paragraph 1
of this Schedule 1, ceasing to have effect.


 



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Schedule 2

Performance Condition for the One Aviva, Twice the Value Award


 


The One Aviva, Twice the Value Award will
vest to the extent shown in the table below, where the Actual Growth Rate is measured by the compound annual growth rate of the
Company’s IFRS total return Earnings Per Share over a 3 year period from 1 January 2010 to 31 December 2012, and the opening
position for 2010 is 49.2 pence per share.


  


	Actual Growth Rate	Thresholds	Vesting Percentage of Award	Number of shares vesting for each share awarded
	Below 14.9%	Below Minimum	0%	0:1
	14.9%	Minimum	10%	0.1:1
	57.5%	Target	100%	1:1
	100%	Maximum	200%	2:1


 


 


If the Actual Growth Rate falls between
14.9% and 57.5%, the vesting percentage will be calculated on a pro rata basis between 10% and 100%.


 


If the Actual Growth Rate falls between
57.5% and 100%, the vesting percentage will be calculated on a pro rata basis between 100% and 200%.


 


 









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