UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Prudential Public Limited Company (Exact Name of Registrant as Specified in Its Charter)

England and Wales Not applicable

(State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.)

12 Arthur Street, London EC4R 9AQ, England

+(44) 20 7220 7588

(Address and Telephone Number of Registrant's Principal Executive Offices)

Jackson National Life Insurance Company

1 Corporate Way Lansing, MI 48951 (517) 887-5049

Attention: General Counsel

(Name, Address and Telephone Number of Agent For Service)

Copies to: Sebastian R. Sperber, Esq. Philip J. Boeckman, Esq. Cleary Gottlieb Steen & Hamilton LLP Cravath, Swaine & Moore LLP City Place House, 55 Basinghall Street CityPoint, One Ropemaker Street London EC2V 5EH, London EC2Y 9HR,

England England

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date of this Registration Statement as determined by market conditions.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. -

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is filed as a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. -

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.

CALCULATION OF REGISTRATION FEE

Title of Each Class Of Securities to be Registered	Amount to be Registered/Proposed Maximum Offering Price per Unit/Proposed Maximum Offering Price Per Unit/Proposed Maximum Aggregate Offering Price/Amount of Registration Fee(1)
Senior Debt Securities
Subordinated Debt Securities
Preference Shares(2)(3)

(1) An indeterminate aggregate initial offering price and number or amount of the securities of each identified class is being registered as may from time to time be sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable upon conversion of, or in exchange for, or upon exercise of, convertible or exchangeable securities. In accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all of the registration fee except, pursuant to Rule 457(p), for US\$186,415, which dollar amount represents registration fees transferred pursuant to Rule 457(p) to Registration Statement No. 333-153367 filed on September 8, 2008 using registration fees associated with unsold securities registered pursuant to Registration Statement No. 333-117208 filed on July 7, 2004.

(2) Also includes such indeterminate amounts of Preference Shares as may be issued upon conversion of or in exchange for any Subordinated Debt Securities that provide for conversion or exchange into Preference Shares.

(3) The Preference Shares will be represented by American Depositary Shares, each of which represents one Preference Share. American Depositary Receipts evidencing American Depositary Shares issuable on deposit of the Preference Shares registered hereby have been registered pursuant to Registration Statement No. 333-117706.

Prospectus

Prudential plc

Senior Debt Securities Subordinated Debt Securities Preference Shares American Depositary Shares

We may from time to time offer to sell:

Senior Debt Securities;
Subordinated Debt Securities;
Preference Shares; and
American Depositary Shares.

This prospectus describes some of the general terms that may apply to these securities and the general manner in which they may be offered. We will provide the specific terms of the securities that we are offering and the manner in which they are offered in supplements to this prospectus. The prospectus supplements will also contain the names of any underwriters, dealers or agents involved in the sale of the securities, together with any applicable commissions or discounts. You should read this prospectus and any accompanying prospectus supplement carefully before you invest in any of these securities.

This prospectus may not be used to sell any securities unless accompanied by a prospectus supplement.

Investing in the securities involves risks. You should carefully consider the risks discussed in Item 3 ''Risk Factors'' of Prudential's most recent annual report on Form 20-F and in any prospectus supplement accompanying this prospectus before you invest in any of these securities.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is September 30, 2011.

	Page
About This Prospectus	1
Financial Information	1
Limitations On Enforcement Of U.S. Laws Against Us, Our Management And Others	1
Exclusive Jurisdiction	2
Where You Can Find More Information	2
Forward-Looking Statements	3
Prudential Plc	5
Use Of Proceeds	6
Ratios Of Earnings To Fixed Charges	7
Description Of The Senior Debt Securities	9
Description Of The Subordinated Debt Securities .	18
Description Of The Preference Shares	28
Description Of The American Depositary Shares	33
Global Securities	42
Clearance And Settlement	47
Taxation .	52
Plan Of Distribution	53
Legal Opinions	54
Experts	54

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the ''SEC'') using the ''shelf'' registration process under the Securities Act of 1933, as amended (the ''Securities Act''). Under the shelf registration process, we may sell the Senior Debt Securities, Subordinated Debt Securities, Preference Shares and American Depositary Shares (collectively, the ''securities'') described in this prospectus in one or more offerings.

This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of the securities. The prospectus supplement may also add to or update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading ''Where You Can Find More Information.''

As used in this prospectus and in your prospectus supplement, the terms ''Prudential,'' ''we,'' ''us'' and ''our'' each refer to Prudential plc.

In connection with any issue of securities through this prospectus, a stabilizing manager or any person acting for it may over-allot or effect transactions with a view to supporting the market price of such securities and any associated securities at a level higher than that which might otherwise prevail for a limited period after the issue date. However, there will be no obligation on the stabilizing manager or any of its agents to do this. Such stabilizing, if commenced, may be discontinued at any time, and must be brought to an end after a limited period.

FINANCIAL INFORMATION

We have derived the financial data set forth in this prospectus from year-end figures in our audited consolidated financial statements and interim figures in our unaudited consolidated financial statements. Both the audited consolidated financial statements and unaudited consolidated financial statements from which such financial data was derived were prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB) and as endorsed by the European Union (EU) (''IFRS''). The condensed financial statement schedule set forth in our most recent annual report on Form 20-F has been prepared in accordance with U.K. generally accepted accounting practice (''U.K. GAAP'').

Our consolidated financial statements are published in pounds sterling. In this prospectus and any prospectus supplement, ''U.S. dollars'' or ''\$'' refers to the U.S. currency, ''pounds sterling,'' ''£'' or ''pence'' refers to the U.K. currency, and ''euro'' or ''e'' refers to the currency established for participating members of the European Union as of the beginning of stage three of the European Monetary Union on January 1, 1999.

LIMITATIONS ON ENFORCEMENT OF U.S. LAWS AGAINST US, OUR MANAGEMENT AND OTHERS

We are an English public limited company. Most of our directors and executive officers (and the experts named in this prospectus or in documents incorporated by reference) are resident outside the United States, and a substantial portion of our assets and the assets of such persons are located outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon these persons or to enforce against them or us in U.S. courts judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States. We have been advised by our English solicitors, Slaughter and May, that there is doubt as to enforceability in England and Wales, in original actions or in actions for enforcement of judgments of U.S. courts, of liabilities predicated solely upon the federal securities laws of the United States. Any final or conclusive judgment for a definitive sum of money obtained in the courts of the United States (or any political subdivision thereof) in any suit, action or proceedings arising out of or in connection therewith, would, however, be enforced by the English courts, without re-examination or re-litigation of the matters adjudicated upon, provided that, among other things:

the judgment was not obtained by fraud;
the enforcement of the judgment would not be contrary to English public policy;
the judgment was not obtained in proceedings contrary to natural justice;
the judgment is not for multiple damages;
the English proceedings were commenced within the relevant limitation period (typically, six years after the date of judgment); or
the judgment is not inconsistent with an English judgment in respect of the same matter.

A foreign judgment may be ''final and conclusive'' though it is subject to appeal. An English court may stay proceedings if concurrent proceedings are being brought elsewhere.

EXCLUSIVE JURISDICTION

Under our Articles of Association, any proceeding, suit or action between a shareholder and Prudential and/or our directors arising out of or in connection with the Articles of Association or otherwise, between Prudential and any of our directors (to the fullest extent permitted by law), between a shareholder and our professional service providers and/or between Prudential and our professional service providers (to the extent such proceeding, suit or action arises in connection with a proceeding, suit or action between a shareholder and such professional service provider) may only be brought in the courts of England and Wales.

WHERE YOU CAN FIND MORE INFORMATION

We file annual reports and special reports and other information with the SEC. You may read and copy any document we file with the SEC at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information on the public reference room. Documents filed with the SEC on or after September 10, 2002 are also available on the website maintained by the SEC at http://www.sec.gov. The address of the SEC's website is provided solely for the information of prospective investors and is not intended to be an active link.

The SEC allows us to ''incorporate by reference'' in this prospectus the information in the documents that we file with it, which means we can disclose important information to you by referring you to those documents. The information incorporated by reference in this prospectus is considered to be an integral part of this prospectus. We incorporate by reference in this prospectus the documents listed below:

our annual report on Form 20-F for the year ended December 31, 2010 (the ''2010 20-F'');
our Half Year Financial Report on Form 6-K furnished to the SEC on September 30, 2011;
any future annual reports on Form 20-F that we may file with the SEC under the Securities Exchange Act of 1934, as amended (the ''Exchange Act''), prior to the termination of any offering contemplated by this prospectus; and
any future reports on Form 6-K that we may furnish to the SEC under the Exchange Act, including future Half Year Financial Reports, but only to the extent that such reports expressly state that we incorporate them by reference herein.

All information appearing in this prospectus is qualified in its entirety by the information and financial statements, including the notes thereto, contained in the documents that we incorporate by reference herein. You may request a copy of these documents at no cost to you by writing or telephoning us at our principal executive offices, located at 12 Arthur Street, London EC4R 9AQ, England, +(44) 20 7220 7588, Attention: Group Secretarial.

Information in this prospectus may be modified by information included in subsequent Exchange Act filings that we incorporate by reference, the result of which is that only the information as modified will be part of this prospectus. Other information in the prospectus will not be affected by the replacement of this superseded information nor will an investor's ability to rely on such superseded information be affected, to the extent such reliance occurs prior to the I delivery of the superseding information.

For further information regarding the ways in which we are regulated, including the details of how our regulatory capital is calculated for the purposes of the U.K. Financial Services Authority (the ''FSA''), please refer to the FSA's website (www.fsa.gov.uk).

FORWARD-LOOKING STATEMENTS

This prospectus, the documents incorporated by reference herein, and any accompanying prospectus supplements may contain ''forward-looking statements'' with respect to certain of Prudential's plans and its goals and expectations relating to its future financial condition, performance, results, strategy and objectives. Statements that are not historical facts, including statements about Prudential's beliefs and expectations, are forward-looking statements. These statements are based on plans, estimates and projections as at the time they are made, and therefore undue reliance should not be placed on them. By their nature, all forward-looking statements involve risk and uncertainty. A number of important factors could cause Prudential's actual future financial condition or performance or other indicated results to differ materially from those indicated in any forward-looking statement. Such factors include, but are not limited to, future market conditions, fluctuations in interest rates and exchange rates, and the performance of financial markets generally; the policies and actions of regulatory authorities, including, for example, new government initiatives related to the financial crisis and the effect of the European Union's ''Solvency II'' requirements on Prudential's capital maintenance requirements; the impact of competition, inflation, and deflation; experience in particular with regard to mortality and morbidity trends, lapse rates and policy renewal rates; the timing, impact and other uncertainties of future acquisitions or combinations within relevant industries; the impact of changes in capital, solvency standards or accounting standards, and tax and other legislation and regulations in the jurisdictions in which Prudential and its affiliates operate; and the impact of legal actions and disputes. These and other important factors may for example result in changes to assumptions used for determining results of operations or re-estimations of reserves for future policy benefits. Further discussion of these and other important factors that could cause Prudential's actual future financial condition or performance or other indicated results to differ, possibly materially, from those anticipated in Prudential's forward-looking statements can be found in Item 3 ''Risk Factors'' of Prudential's most recent annual report on Form 20-F filed with the SEC and in any accompanying prospectus supplements.

Any forward-looking statements contained in this prospectus, the documents incorporated by reference herein, and any accompanying prospectus supplements speak only as of the date on which they are made. Prudential may also make or disclose written and/or oral forward-looking statements in reports filed with or furnished to the SEC, as well as in its annual report and accounts to shareholders, proxy statements, offering circulars, registration statements, prospectuses, prospectus supplements, press releases and other written materials and in oral statements made by directors, officers or employees of Prudential to third parties, including financial analysts. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed in Item 3 ''Risk Factors'' of Prudential's most recent annual report on Form 20-F filed with the SEC and in any accompanying

prospectus supplements. These risk factors are not exhaustive as Prudential operates in a continually changing business environment with new risks emerging from time to time that it may be unable to predict or that it currently does not expect to have a material adverse effect on its business. Prudential undertakes no obligation to update the forward-looking statements contained in this prospectus, the documents incorporated by reference herein, and any accompanying prospectus supplements or any other forward-looking statements it may make, whether as a result of future events, new information or otherwise except as required pursuant to the U.K. Prospectus Rules, the U.K. Listing Rules, the U.K. Disclosure and Transparency Rules, the Hong Kong listing rules, or the SGX-ST listing rules.

PRUDENTIAL PLC

Prudential is an international financial services group with significant operations in Asia, the United States and the United Kingdom. Prudential has been in existence for over 160 years, serves over 25 million customers and has £350 billion of assets under management (as at June 30, 2011). Prudential is not affiliated with Prudential Financial, Inc. or its subsidiary, Prudential Insurance Company of America. Prudential's principal executive offices are located at 12 Arthur Street, London EC4R 9AQ, England and its telephone number at this location is +(44) 20 7220 7588.

USE OF PROCEEDS

Except as otherwise specified in any prospectus supplement, the net proceeds from the sale of the securities described in this prospectus will be used for our operations or for other general corporate purposes.

RATIOS OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for each of the periods indicated using financial information calculated in accordance with IFRS:

	Six Months Ended June 30,			Year Ended December 31,
	2011	2010	2009	2008(5)	2007	2006
			IFRS
Historical Ratio of Earnings(1) to Fixed Charges(2) Supplemental(3) Ratio of Earnings(3) to Fixed	6.3	5.5	4.9	—	2.2	2.9
Charges(4) .	7.6	5.3	3.8	—	4.9	6.1

Notes:

(1) For the purposes of calculating the ratios, earnings on the historical basis represent profit (loss) from continuing operations before tax (being tax attributable to shareholders' and policyholders' returns) and non-controlling interests, plus fixed charges and after deduction of the undistributed income from associates accounted for under the equity method. Accordingly, the profit (loss) before tax and non-controlling interests on each basis has been restated for any business disposals and closures in later years, where applicable. In particular, the profit for 2007 and 2006 as shown in the table above excluded the profit (loss) from the discontinued UK banking operations following the sale on May 1, 2007 of Egg Banking plc. On the other hand, fixed charges, included in the historical ratios, comprise interest from both continuing and discontinued operations.

Profit from continuing operations before tax (being tax attributable to shareholders' and policyholders' returns) is the formal profit before tax measure under IFRS but is not the result attributable to shareholders.

(2) Fixed charges, included in the historical ratios, consist of interest expensed in the income statement and interest payments on lease obligations for land and buildings but exclude interest expense on tax liabilities. Due to the complexity of determining the interest portion of lease payments on land and buildings, one-third of our lease payments on land and buildings has been included in fixed charges to represent a reasonable approximation of interest payments on these obligations. Fixed charges also include product-related charges. Product-related fixed charges consist of interest credited to policyholders on wholesale funding arrangements, Guaranteed Investment Contracts and certain annuity products entered into by Jackson. Further, the fixed charges for 2007 and 2006 include interest of the discontinued UK banking operations (sold in May 2007) comprising interest payable on their structural borrowings, debt held for trading purposes, customer accounts and deposits by banks.
(3) Management believes that the supplemental ratios are more indicative of the ability to cover our fixed charges than the historical ratios. Presentation of the supplemental ratios is neither required nor encouraged by the SEC.

On the supplemental basis, the profit included in earnings represents profit from continuing operations before tax attributable to shareholders.

(4) Fixed charges incorporated in the supplemental ratios are fixed charges explained in (2) above, but exclude product-related fixed charges, fixed charges from discontinued operations, fixed charges on non-recourse borrowings and also those which are borne by the with-profits funds. Our earnings in respect of with-profit funds reflect up to one-ninth of the value of bonuses paid to policyholders, which are not directly affected by the amount of fixed charges incurred by the funds.

Exclusion of fixed charges borne by with-profit funds from those included within supplemental ratios reflects the regulatory structures and accounting bases of profit recognition that attach to these particular types of with-profits business. The nature and operation of the profit sharing arrangement between policyholders and shareholders regarding results of the with-profits funds business is distinctive to the U.K. and certain Asian operations. Separate legally ring-fenced funds are maintained in our group companies having with-profits business. Shareholder funds are only entitled to receive profit distributions from the with-profits funds as a function of profit participation bonuses distributed or credited to policyholders. In the case of the Scottish Amicable Insurance Fund (''SAIF''), shareholders are not entitled to any profit from the fund other than investment management fees. Earnings from with-profits business are recognized only when with-profits bonuses are declared and the shareholders' share of bonuses is transferred to shareholders' equity. Fixed charges incurred by with-profits funds do not directly impact the level of bonuses, and therefore do not directly impact earnings.

An explanation of the basis of profits under IFRS for with-profits business is included in the 2010 Form 20-F incorporated by reference herein under ''Item 5—Operating and Financial Review and Prospects—Factors Affecting Results of Operations— IFRS Critical Accounting Policies—Insurance Contracts'' and ''Item 5—Operating and Financial Review and ProspectsExplanation of Movements in Profits After Tax and Profits Before Shareholder Tax by Reference to the Basis Applied for Segmental Disclosure—Summary by Business Segment and Geographical Region—United Kingdom—Basis of Profits— With-Profits Products.''

Fixed charges on non-recourse borrowings issued by investment subsidiaries managed by PPM America (our U.S. fund management operation) and by the Piedmont trust entity subsidiary (an 80% Jackson-held static trust formed as a result of a securitization of asset-backed securities in 2003) are excluded.

On the supplemental basis, after adjusting for the items described above, fixed charges consist of mainly interest arising on the core structural borrowings of Prudential plc (and related finance subsidiaries) required to support Prudential's main business activities and other borrowings such as commercial paper, floating and medium term notes, which are borrowings that support a short-term fixed income securities reinvestment program.

(5) Net losses meant that earnings were insufficient to cover fixed charges on the historical and supplemental basis for the year ended December 31, 2008 by £2,074 million and £450 million, respectively.

We have not presented a table of combined fixed charges and preference dividends to earnings ratios. There is no difference between the ratios shown in the table of earnings to fixed charges above and those calculated for the ratio of combined fixed charges and preference dividends to earnings as we have not historically paid out any preference dividends.

DESCRIPTION OF THE SENIOR DEBT SECURITIES

As required by U.S. federal law for all bonds and notes of companies that are publicly offered, our senior debt securities (the ''Senior Debt Securities'') will be issued under and governed by a document called an indenture. The senior indenture relating to the Senior Debt Securities is a contract between us, as issuer, and Wilmington Trust Company, as senior trustee. The senior trustee has two main roles:

first, the senior trustee can enforce your rights against us if we default. There are some limitations on the extent to which the senior trustee acts on your behalf, described under ''—Defaults, Remedies and Waivers of Default''; and
second, the senior trustee performs administrative duties for us, such as sending you interest payments and sending you notices.

The senior indenture and its associated documents, including any supplemental indenture relating to a particular series of Senior Debt Securities and the Senior Debt Securities in question, contain the full text of the matters summarized in this section and in your prospectus supplement. The senior indenture has been incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part, and any supplemental indentures relating thereto will be filed as exhibits to future filings with the SEC from time to time. See ''Where You Can Find More Information'' above for information on how to obtain copies.

The statements and descriptions in this prospectus or in any prospectus supplement regarding the provisions of the senior indenture and the Senior Debt Securities are summaries, do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all the provisions of the senior indenture (together with any related amendments or supplements thereto) and the Senior Debt Securities themselves, including the definitions therein of certain terms. Although we will include in a supplement to this prospectus the specific terms of each series of Senior Debt Securities being offered, the senior indenture (together with any related amendments or supplements thereto) and the Senior Debt Securities themselves, and not any summary of the terms thereof, will govern the rights of holders of the Senior Debt Securities.

General

The senior indenture does not limit the aggregate principal amount of Senior Debt Securities that we may issue thereunder. We may issue such securities from time to time in one or more series. All Senior Debt Securities of any one series need not be issued at the same time.

Your prospectus supplement will describe the specific terms of your Senior Debt Securities, including some or all of the following terms:

the designation, authorized denominations and aggregate principal amount of the series of Senior Debt Securities;
the stated maturity of your Senior Debt Securities;
the price or prices at which the Senior Debt Securities will be originally issued, expressed as a percentage or percentages of the principal amount of the Senior Debt Securities of the same series, and the original issue date or dates or periods during which the Senior Debt Securities may be issued;
the date or dates on which (or, if applicable, the range of dates within which) any payment of principal, interest or premium on your Senior Debt Securities will be payable (or the manner of determining the same), and the record date for any such payment;
the place or places at which any payments on your Senior Debt Securities will be payable, where any transfer, conversion or exchange will occur and where notice or demands to or upon us may be served;
if interest is payable, the interest rate or rates, or how the interest rate or rates may be determined;
the terms and conditions of any mandatory or optional redemption, repayment or repurchase of your Senior Debt Securities, including, if applicable, notice requirements, legal and regulatory requirements, redemption, repayment or repurchase dates, periods and prices or amounts;
the manner in which the amount of any payments on your Senior Debt Securities may be determined by reference to an index or formula, or other reference asset or factors;
the currency or currencies in which your Senior Debt Securities are denominated, and in which we will make any payments;
if we or you have the right to elect the currency or currencies in which any payments on your Senior Debt Securities will be made, the currency or currencies that we or you may elect, the terms and conditions applicable to such elections and the time and manner of determining the relevant exchange rate and calculating currency equivalents;
the amount, or how to determine the amount, that we will pay you if your Senior Debt Securities are redeemed before their stated maturity or accelerated;
provisions, if any, for the satisfaction or discharge of the Senior Debt Securities, or a statement that no such provisions apply;
any mandatory or optional sinking funds or analogous provisions;
the terms and conditions, if any, under which your Senior Debt Securities may or will be converted into or exchanged for other specified securities, whether issued by Prudential or otherwise;
if applicable, the circumstances under which we will pay additional amounts on any Senior Debt Securities and under which we may redeem the Senior Debt Securities of the series if we have to pay additional amounts;
any other terms or conditions applicable to payment of any principal, interest or premium on your Senior Debt Securities;
any notices to legal or regulatory authorities or consents from legal and regulatory authorities that comprise part of, or are required in order to give effect to, the terms of the Senior Debt Securities of the series;
any addition to, elimination of or other change in the events of default or other events permitting remedies that apply to your Senior Debt Securities, and the remedies available following the occurrence thereof;
whether the Senior Debt Securities of the series will be issued in whole or in part as one or more global securities and, if so issued, the conditions that must be satisfied before we will issue the Senior Debt Securities in definitive form;
any listing of your Senior Debt Securities on a securities exchange;
the form of the Senior Debt Securities of the series (including the terms and conditions of such Senior Debt Securities);
any restrictions applicable to the offer, sale and delivery of your Senior Debt Securities;
the material tax consequences of acquiring, owning and disposing of your Senior Debt Securities under U.S. federal and U.K. income tax laws; and
any other terms of the series of Senior Debt Securities, including any addition to, elimination of or other change to the definitions or covenants or to any other terms or conditions set forth in the senior indenture.

Unless otherwise indicated in your prospectus supplement, holders of Senior Debt Securities will not be entitled to any voting rights except as otherwise described herein.

Unless otherwise indicated in your prospectus supplement, the provisions of the senior indenture (together with any related amendments or supplements thereto) and the Senior Debt Securities themselves do not afford you protection in the event of a highly leveraged or other transaction involving us that might adversely affect you.

Legal Ownership and Form

Unless the applicable prospectus supplement provides otherwise, we will issue Senior Debt Securities registered in the name of holders as set out in the books of a security registrar (i.e., in ''registered form''). Our obligations, as well as the obligations of the senior trustee and those of any third parties employed by us or the senior trustee, run only to persons who are registered as holders of the Senior Debt Securities.

Investors who hold Senior Debt Securities in accounts with banks or brokers will generally not be recognized by us as legal holders of the Senior Debt Securities. This is called holding in ''street name''. Instead, we would recognize only the bank or broker, or the financial institution the bank or broker uses to hold its Senior Debt Securities, as legal holders. These intermediary banks, brokers and other financial institutions pass along principal, interest and other payments, either because they agree to do so in their customer agreements or because they are legally required to do so. As noted above, we do not have obligations to an investor who holds in street name or other indirect means, either because the investor chooses to hold Senior Debt Securities in that manner or because the Senior Debt Securities are issued in the form of global securities as described below. For example, once we make payment to the registered holder, we have no further responsibility for the payment even if that holder is legally required to pass the payment along to the investor as a street name customer but does not do so.

A global security is a special type of indirectly held security. If Senior Debt Securities in registered form are represented by one or more global securities, we will require that such global securities be registered in the name of a financial institution we select, and not be transferred to the name of any other direct holder unless certain special circumstances described in the section ''Global Securities'' occur. The financial institution that acts as the sole direct holder of the global security is called the depositary. Any person wishing to own a beneficial interest in a global security must do so indirectly by virtue of an account with a broker, bank or other financial institution that in turn has an account with the depositary. The rights of these indirect owners will be governed solely by the applicable procedures of the depositary and its participants. Unless the applicable prospectus supplement provides otherwise, Senior Debt Securities in registered form will be represented by interests in one or more global securities.

Global securities are further discussed in the section ''Global Securities'' in this prospectus.

Please note that when we refer to ''you'' in this ''Description of the Senior Debt Securities'', we mean those who invest in the Senior Debt Securities being offered, whether they are the holders or only indirect owners of those securities. When we refer to ''your Senior Debt Securities'' or words to like effect, we mean the Senior Debt Securities in which you will hold a direct or indirect interest.

Status of the Senior Debt Securities

The Senior Debt Securities will constitute our direct unsubordinated and (subject to the provisions set forth under ''—Senior Debt Securities—Negative Pledge'' below) unsecured obligations. In each case, these obligations shall be without any preference among themselves and will rank at least equally with all of our other unsecured and unsubordinated obligations. This will be subject to such exceptions as are from time to time applicable under the laws of the United Kingdom and to laws or legal procedures of general applicability relating to or affecting creditors' rights. Other unsecured and unsubordinated indebtedness may contain covenants, events of default and other provisions that are different from or which are not contained in the Senior Debt Securities.

Senior Debt Securities—Negative Pledge

So long as any Senior Debt Securities remain outstanding, we will not, and will ensure (so far as we can do so by the proper exercise of our voting and other rights or powers of control exercisable in relation to such company) that the principal subsidiary (as defined below) will not create or permit to exist any mortgage or charge upon the whole or any part of our or its undertaking or assets (other than assets representing the fund or funds we maintain, or as the case may be, the principal subsidiary maintains, in respect of long-term business (as defined in the Financial Services and Markets Act 2000 of the United Kingdom)), present or future, to secure payment of any of our present or future Relevant Indebtedness (as defined below), or the present or future relevant indebtedness (as defined below) of any of our subsidiaries (as defined below), or to secure any guarantee or indemnity in respect thereof, without at the same time securing such outstanding Senior Debt Securities and all amounts payable under the senior indenture in respect thereof equally and ratably with the same security as is created or subsisting to secure any such relevant indebtedness, guarantee or indemnity, or such other security as shall be approved by the holders of at least 75% in principal amount of the outstanding Senior Debt Securities of that series.

''Subsidiary'' means, for the purposes of this ''Senior Debt Securities—Negative Pledge'' section, a company that is a subsidiary of Prudential, within the meaning of Section 1159 of the Companies Act 2006 of Great Britain (''Section 1159''). Section 1159 provides that a company will be our subsidiary where:

we hold the majority of its voting rights,
we are a member of it and have the right to appoint or remove a majority of its board of directors,
we are a member of it and control alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in it, or
such company is a subsidiary of a company that is our subsidiary.

''Principal subsidiary'' means The Prudential Assurance Company Limited for so long as it remains our Subsidiary.

''Relevant indebtedness'' means any indebtedness for borrowed money (other than indebtedness in the form of sterling debenture stock (as defined in the senior indenture) or indebtedness that has a stated maturity not exceeding one year) which is in the form of, or represented or evidenced by, bonds, notes, debentures, loan stock or other securities that, with our agreement or the agreement of any relevant Subsidiary, as the case may be, are quoted, listed, dealt in or traded on a stock exchange or over the counter or other recognized securities market (whether or not distributed by way of private placement), excluding any indebtedness for borrowed money in respect of which the person to whom such indebtedness is owed has no recourse whatsoever to us or the principal subsidiary, as the case may be, for repayment other than recourse for amounts limited to the cash flow or net cash flow (other than historic cash flow or historic net cash flow) from such asset.

Defaults, Remedies and Waivers of Default

Defaults and Remedies

Unless the applicable prospectus supplement provides otherwise, an ''event of default'' with respect to each series of Senior Debt Securities shall result if:

1. we do not pay any principal (or premium, if any) on any Senior Debt Security of that series on the due date for payment, or default is made on the payment of interest, and, in each case, such default continues for a period of 14 days from the due date for payment;
1. any covenant or warranty in the senior indenture (other than as stated above with respect to payments when due) has been breached in any material respect and that breach has not been remedied within 30 days of receipt by us of a written notice from the senior trustee, or receipt by us and the senior trustee of written notice of such breach from holders of at least 25% in aggregate principal amount of the outstanding Senior Debt Securities of that series, requiring that the breach be remedied;
1. either a court of competent jurisdiction issues an order that is not successfully appealed within 30 days, or an effective shareholders' resolution is validly adopted, for our winding up or for the winding up of the principal subsidiary (except, in the case of the principal subsidiary, for the purposes of, or in connection with, a reconstruction or amalgamation the terms of which have previously been approved in writing by the holders of at least 75% in aggregate principal amount of the outstanding Senior Debt Securities of that series or in the event of a voluntary solvent winding up where surplus assets are available for distribution);
1. we or the principal subsidiary stop or threaten to stop payments to creditors generally or we or the principal subsidiary cease or threaten to cease to carry on our or its business or substantially the whole of our or its business (except for the purposes of, or in connection with, a reconstruction or amalgamation the terms of which have previously been approved in writing by the holders of at least 75% in aggregate principal amount of the outstanding Senior Debt Securities of that series or, in the case of the principal subsidiary, in the event of a voluntary solvent winding up where surplus assets are available for distribution);
1. an encumbrancer takes possession or an administrative or other receiver or an administrator is appointed of the whole or any substantial part of our undertaking, property and assets or the whole or substantial part of the undertaking, property and assets of the principal subsidiary, or if a distress or execution is levied or enforced upon or sued out against the whole or any substantial part of our chattels or property or the whole or substantial part of the chattels or property of the principal subsidiary and, in the case of any of the foregoing events, is not discharged within 60 days;
1. we or the principal subsidiary are unable to pay debts within the meaning of Section 123(2) of the Insolvency Act 1986 of the United Kingdom;
1. our indebtedness or the indebtedness of the principal subsidiary for moneys borrowed (as defined below), which indebtedness in respect of any single company has an outstanding aggregate principal amount of at least £30,000,000 (or its equivalent in any other currency or currencies) is not paid on its due date as extended by any applicable grace period and following a demand therefor, or is declared to be or automatically becomes, due and payable prior to its stated maturity by reason of default or if any guarantee or indemnity in respect of indebtedness for moneys borrowed of any third party that we or the principal subsidiary have

given (having in respect of any single company an outstanding aggregate principal amount as aforesaid) is not honored when due and called upon and, in any such case, our liability or the liability of the principal subsidiary, as the case may be, to make payment is not being contested in good faith; or

the principal subsidiary shall cease to be our subsidiary, except pursuant to an amalgamation, reconstruction or winding-up the terms of which have previously been approved in writing by the holders of at least 75% in aggregate principal amount of the outstanding Senior Debt Securities of that series or a voluntary solvent winding-up where surplus assets are available for distribution.

''Indebtedness for moneys borrowed'' means the principal amount of (i) all moneys borrowed and (ii) all debentures (together in each case with any fixed or minimum premium payable on final redemption or repayment) that neither we nor any of our subsidiaries beneficially owns for the time being.

For the purposes of paragraph 8 above and the definition of ''indebtedness for moneys borrowed,'' ''subsidiary'' has the same meaning given to it in ''Senior Debt Securities—Negative Pledge.''

If an event of default occurs and is continuing, the senior trustee or the holders of at least 25% of the aggregate principal amount of the outstanding Senior Debt Securities of that series may declare:

the entire principal amount of (including premium, if any, on) (or, in the case of discounted securities, a lesser amount specified in your prospectus supplement) of all such Senior Debt Securities; and
if specified in your prospectus supplement, any accrued but unpaid interest payments thereon,

to be due and payable immediately. This is called an acceleration of the maturity. If the maturity of any Senior Debt Securities has been accelerated, but a judgment for payment has not yet been obtained, the holders of a majority in aggregate principal amount of the outstanding Senior Debt Securities of the affected series may, under certain circumstances, cancel the acceleration.

If an event of default occurs, the senior trustee will have certain additional duties. In that situation, the senior trustee will be obligated to use its rights and powers under the senior indenture, and in so doing, to use the same degree of care and skill in its exercise of the rights and powers vested in it by the senior indenture as a prudent person would exercise under the circumstances in the conduct of such person's own affairs.

The senior trustee will be under no obligation to exercise any of its rights or powers under the senior indenture at the request of any holder of Senior Debt Securities, unless such holder shall have offered to the senior trustee security and indemnity satisfactory to the senior trustee against any loss, liability or expense, and then only to the extent required by the terms of the senior indenture. Subject to these senior indenture provisions for the indemnification of the senior trustee, the holder(s) of a majority in aggregate principal amount of the outstanding Senior Debt Securities of any series will, subject to certain limitations, have the right to direct the time, method and place of conducting any proceeding seeking any remedy available to the senior trustee.

Before holders are allowed to bypass the senior trustee and bring their own lawsuit or other formal legal action or take other steps to enforce their rights or protect their interests relating to the Senior Debt Securities, all of the following must generally occur:

such holders must give the senior trustee written notice that an event of default has occurred, and the event of default must not have been cured or waived;
holders of at least 25% of the aggregate principal amount of the outstanding Senior Debt Securities of that series must make a written request that the senior trustee take action because

of the event of default, and they or other holders must offer to the trustee indemnity satisfactory to the senior trustee against the cost and other liabilities of taking that action;

the senior trustee must not have taken action for 60 days after the above steps have been taken; and
during those 60 days, the holders of a majority of the aggregate principal amount of the outstanding Senior Debt Securities of that series must not have given the trustee directions that are inconsistent with the written request of the holders of at least 25% of the aggregate principal amount of the outstanding Senior Debt Securities of that series.

You are, however, entitled at any time to institute suit for the enforcement of payment of the principal of (and premium, if any, on) and interest as may be set forth in the applicable prospectus supplement, if any, on such Senior Debt Securities on the respective stated maturities, if any, thereof or on the date any such payment is otherwise due and payable as provided in the senior indenture or the Senior Debt Securities.

The senior trustee will, within 90 days of a default with respect to the Senior Debt Securities of any series, give to each holder of the Senior Debt Securities of the affected series notice of any default it knows about, unless the default has been cured or waived. However, except in the case of a default in the payment of the principal of (or premium, if any), or interest, if any, on the affected Senior Debt Securities, the senior trustee will be entitled to withhold such notice if it determines in good faith that withholding of the notice is in the interest of the holder(s) of such series.

We Will Give the Senior Trustee Information about Defaults Annually

We will furnish the senior trustee with an annual certificate of certain of our officers certifying, to the best of their knowledge, whether we are, or have been, in default and specifying the nature and status of any such default. In addition, we are required to provide the senior trustee with written notice within five days of our becoming aware of any event of default, or event that could mature into an event of default, under the senior indenture.

Waivers of Certain Defaults

The holders of not less than a majority in aggregate principal amount of the outstanding Senior Debt Securities of a particular affected series may generally also waive any events of default. If this happens, the relevant event of default will be treated as if it had not occurred. No one, however, can waive defaults by us in the payment of the principal of (and premium, if any, on) and interest, if any, on any such Senior Debt Securities or in respect of a covenant or a provision that under the senior indenture (together with any related amendments or supplements thereto) cannot be modified or amended without the consent of each holder of the outstanding Senior Debt Securities of such a series.

Consolidation, Merger and Sale or Lease of Assets

Unless otherwise indicated in your prospectus supplement, we may, without the consent of the holders of any Senior Debt Securities, consolidate with or merge into or transfer or lease our properties and assets substantially as an entirety, provided, however, that any successor corporation formed by any such consolidation or merger or any such transferee or lessee of our assets is a corporation or other person organized and validly existing under the laws of a member country of the Organisation for Economic Co-operation and Development that assumes our obligations on the Senior Debt Securities and the senior indenture, and a number of other conditions are met.

securities or assets or another entity, any transaction that involves a change of control of Prudential but in which we do not merge or consolidate, and any transaction in which we sell less than substantially all our assets.

Modifications

Under certain circumstances, we can make changes to the senior indenture and the Senior Debt Securities. The following three types of changes are possible.

Changes Requiring Approval by each Holder

The first type of change comprises changes that cannot be made without the specific approval of each holder of each affected series of Senior Debt Securities. These include changes that:

change the stated maturity of the principal, any installment of principal or any interest on any Senior Debt Security;
reduce the rate or amount of any interest;
reduce the principal or any premium payable on redemption;
change the place or currency of payment;
change the right of holders to waive an existing default by majority vote;
impair the right to sue for payment;
reduce the percentage of holders who must consent to a waiver or amendment of the senior indenture or the waiver of defaults; and
make any change to the list of changes that requires the approval of each holder, including the foregoing.

Changes Requiring 50% Approval

The second type of change comprises changes that require approval by the holders of at least 50% of the aggregate principal amount of the outstanding Senior Debt Securities of each affected series. Most changes fall into this category, except for clarifying changes and other changes that would not adversely affect holders in any material respect.

Changes Not Requiring Approval

The third type of change does not require any approval by holders of Senior Debt Securities. This type is limited to clarifications and other changes that would not adversely affect holders of the Senior Debt Securities in any material respect.

Waivers of Certain Covenants

Our obligations to comply with certain restrictive covenants in the senior indenture pertaining to corporate existence and maintenance of certain agencies or as pertain to the negative pledge covenant described under ''Senior Debt Securities—Negative Pledge'' above may be waived by holders of not less than a majority in aggregate principal amount (or any greater requisite amount, as the case may be) of the outstanding Senior Debt Securities of each affected series. See also the discussion in ''—Defaults, Remedies and Waivers of Default—Waivers'' with respect to the ability of holders to waive events of default.

Further Issuances

We may from time to time, without notice to or the consent of the holders of the outstanding Senior Debt Securities of a series, create and issue under the applicable indenture (together with any related amendments or supplements thereto) further Senior Debt Securities of such series ranking pari passu with such outstanding Senior Debt Securities in all respects (or in all respects except for the payment of interest accruing prior to the issue date of such further Senior Debt Securities or except for the first payment of interest following the issue date of such further Senior Debt Securities) and so that any further Senior Debt Securities of such series shall be consolidated and form a single series with the outstanding Senior Debt Securities of such series and shall have the same terms as to status, redemption or otherwise as such outstanding Senior Debt Securities.

Notices

Notices to holders of Senior Debt Securities in registered form will be given by mail to the addresses of such holders as they appear in the security register.

Title

We, the senior trustee and any of our agents or any agents of the senior trustee may treat the registered owner of any Senior Debt Security in registered form as the absolute owner thereof (whether or not such security shall be overdue and notwithstanding any notice to the contrary) for the purpose of making payment and for all other purposes.

Consent to Service; Jurisdiction

We have appointed Jackson National Life Insurance Company at 1 Corporate Way, Lansing, Michigan 48951, as our authorized agent for service of process in any suit or proceeding to which we are party arising out of or relating to the Senior Debt Securities or the senior indenture that may be instituted in any federal or state court in the Borough of Manhattan in New York City and have submitted to the jurisdiction of those courts. Notwithstanding the foregoing, actions relating to the Senior Debt Securities or the senior indenture may (subject to the limitations on enforcement described in this prospectus and, if applicable, in your prospectus supplement) be instituted by the holder of any Senior Debt Security in any competent court in England and Wales.

Governing Law

The senior indenture and the Senior Debt Securities will be governed by and construed in accordance with the laws of the State of New York.

DESCRIPTION OF THE SUBORDINATED DEBT SECURITIES

As required by U.S. federal law for all bonds and notes of companies that are publicly offered, our subordinated debt securities (the ''Subordinated Debt Securities'') will be issued under and governed by a document called an indenture. The subordinated indenture relating to the Subordinated Debt Securities is a contract between us, as issuer, and Deutsche Bank Trust Company Americas, as subordinated trustee. The subordinated trustee has two main roles:

first, the subordinated trustee can enforce your rights against us if we default. There are some limitations on the extent to which the subordinated trustee acts on your behalf, described under ''—Defaults, Remedies and Waivers of Default''; and
second, the subordinated trustee performs administrative duties for us, such as sending you interest payments and sending you notices.

The subordinated indenture and its associated documents, including any supplemental indenture relating to a particular series of Subordinated Debt Securities and the Subordinated Debt Securities themselves, contain the full text of the matters summarized in this section and your prospectus supplement. The subordinated indenture has been incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part, and any supplemental indentures relating thereto will be filed as exhibits to future filings with the SEC from time to time. See ''Where You Can Find More Information'' above for information on how to obtain copies.

The statements and descriptions in this prospectus or in any prospectus supplement regarding provisions of the subordinated indenture and the Subordinated Debt Securities are summaries, do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all the provisions of the subordinated indenture (together with any related amendments or supplements thereto) and the Subordinated Debt Securities themselves, including the definitions therein of certain terms. Although we will include in a supplement to this prospectus the specific terms of each series of Subordinated Debt Securities being offered, the subordinated indenture (together with any related amendments or supplements thereto) and the Subordinated Debt Securities themselves, and not any summary of the terms thereof, will govern the rights of holders of the Subordinated Debt Securities.

General

The subordinated indenture does not limit the aggregate principal amount of Subordinated Debt Securities that we may issue thereunder. We may issue such securities from time to time in one or more series. All Subordinated Debt Securities of any one series need not be issued at the same time.

Your prospectus supplement will describe the specific terms of your Subordinated Debt Securities, including some or all of the following terms:

the designation, authorized denominations and aggregate principal amount of the series of Subordinated Debt Securities;
whether your Subordinated Debt Securities are dated securities, with a stated maturity or date fixed for redemption (and, if applicable, that stated maturity or date fixed for redemption), or perpetual securities, with no stated maturity or date fixed for redemption;
the subordination provisions applicable to your Subordinated Debt Securities and the ranking of your Subordinated Debt Securities in relation to other senior and subordinated debt securities of Prudential;
the price or prices at which the Subordinated Debt Securities will be originally issued, expressed as a percentage or percentages of the principal amount of the Subordinated Debt Securities of

the same series, and the original issue date or dates or periods during which the Subordinated Debt Securities may be issued;

the date or dates on which (or, if applicable, the range of dates within which) any payment of principal, interest or premium on your Subordinated Debt Securities will be payable (or the manner of determining the same), and the record date for any such payment;
the place or places at which any payments on your Subordinated Debt Securities will be payable, where any transfer, conversion or exchange will occur and where notice or demands to or upon us may be served;
if interest is payable, the interest rate or rates, or how the interest rate or rates may be determined;
the terms and conditions, if any, under which interest or other payments may or will be deferred or cancelled;
the terms and conditions, if any, under which interest or other payments may or will be paid through the direct issuance or grant of other specified securities, whether issued by Prudential or otherwise, or by using funds raised through the issuance of Prudential's ordinary shares or other specified securities;
the terms and conditions of any mandatory or optional redemption, repayment or repurchase of your Subordinated Debt Securities, including, if applicable, notice requirements, legal and regulatory requirements, redemption, repayment or repurchase dates, periods and prices or amounts;
the manner in which the amount of any payments on your Subordinated Debt Securities may be determined by reference to an index or formula, or other reference asset or factors;
the currency or currencies in which your Subordinated Debt Securities are denominated, and in which we will make any payments;
if we or you have the right to elect the currency or currencies in which any payments on your Subordinated Debt Securities will be made, the currency or currencies that we or you may elect, the terms and conditions applicable to such elections and the time and manner of determining the relevant exchange rate and calculating currency equivalents;
the amount, or how to determine the amount, that we will pay you if your Subordinated Debt Securities are redeemed before their stated maturity or accelerated;
provisions, if any, for the satisfaction or discharge of the Subordinated Debt Securities, or a statement that no such provisions apply;
any mandatory or optional sinking funds or analogous provisions;
the terms and conditions, if any, under which your Subordinated Debt Securities may or will be converted into or exchanged for Preference Shares or other specified securities, whether issued by Prudential or otherwise;
the terms and conditions, if any, under which we may elect to vary the terms of your Subordinated Debt Securities;
any mechanism to effect a temporary or permanent reduction in the principal amount outstanding of the Subordinated Debt Securities of that series;
if applicable, the circumstances under which we will pay additional amounts on any Subordinated Debt Securities and under which we may redeem the Subordinated Debt Securities of the series if we have to pay additional amounts;
any other terms or conditions applicable to payment of any principal, interest or premium on your Subordinated Debt Securities;
any notices to legal or regulatory authorities or consents from legal and regulatory authorities that comprise part of, or are required in order to give effect to, the terms of the Subordinated Debt Securities of the series;
any events of default, defaults, solvency events or other events permitting remedies that apply to the Subordinated Debt Securities of the series, and the remedies available following the occurrence thereof;
whether the Subordinated Debt Securities of the series will be issued in whole or in part as one or more global securities and, if so issued, the conditions that must be satisfied before we will issue the Subordinated Debt Securities in definitive form;
any listing of your Subordinated Debt Securities on a securities exchange;
the form of the Subordinated Debt Securities of the series (including the terms and conditions of such Subordinated Debt Securities);
any restrictions applicable to the offer, sale and delivery of your Subordinated Debt Securities;
the material tax consequences of acquiring, owning and disposing of your Subordinated Debt Securities under U.S. federal and U.K. income tax laws;
any limitations on the payment of principal, interest or premium imposed by legal or regulatory requirements and/or any legal or regulatory approvals that may be required for any such payment; and
any other terms of the series of Subordinated Debt Securities, including any addition to, elimination of or other change to the definitions or covenants or to any other terms or conditions set forth in the subordinated indenture.

Unless otherwise indicated in your prospectus supplement, holders of Subordinated Debt Securities will not be entitled to any voting rights except as otherwise described herein.

Unless otherwise indicated in your prospectus supplement, the provisions of the subordinated indenture (together with any related amendments or supplements thereto) and the Subordinated Debt Securities themselves do not afford you protection in the event of a highly leveraged or other transaction involving us that might adversely affect you.

Legal Ownership and Form

Unless the applicable prospectus supplement provides otherwise, we will issue Subordinated Debt Securities registered in the name of holders as set out in the books of a security registrar (i.e., in ''registered form''). Our obligations, as well as the obligations of the subordinated trustee and those of any third parties employed by us or the subordinated trustee, run only to persons who are registered as holders of the Subordinated Debt Securities.

Investors who hold Subordinated Debt Securities in accounts with banks or brokers will generally not be recognized by us as legal holders of the Subordinated Debt Securities. This is called holding in ''street name''. Instead, we would recognize only the bank or broker, or the financial institution the bank or broker uses to hold its Subordinated Debt Securities, as legal holders. These intermediary banks, brokers and other financial institutions pass along principal, interest and other payments, either because they agree to do so in their customer agreements or because they are legally required to do so. As noted above, we do not have obligations to an investor who holds in street name or other indirect means, either because the investor chooses to hold Subordinated Debt Securities in that manner or

because the Subordinated Debt Securities are issued in the form of global securities as described below. For example, once we make payment to the registered holder, we have no further responsibility for the payment even if that holder is legally required to pass the payment along to the investor as a street name customer but does not do so.

A global security is a special type of indirectly held security. If Subordinated Debt Securities in registered form are represented by one or more global securities, we will require that such global securities be registered in the name of a financial institution we select, and not be transferred to the name of any other direct holder unless certain special circumstances described in the section ''Global Securities'' occur. The financial institution that acts as the sole direct holder of the global security is called the depositary. Any person wishing to own a beneficial interest in a global security must do so indirectly by virtue of an account with a broker, bank or other financial institution that in turn has an account with the depositary. The rights of these indirect owners will be governed solely by the applicable procedures of the depositary and its participants. Unless the applicable prospectus supplement provides otherwise, Subordinated Debt Securities in registered form will be represented by interests in one or more global securities.

Global securities are further discussed in the section ''Global Securities'' in this prospectus.

Please note that when we refer to ''you'' in this ''Description of the Subordinated Debt Securities'', we mean those who invest in the Subordinated Debt Securities being offered, whether they are the holders or only indirect owners of those securities. When we refer to ''your Subordinated Debt Securities'' or words to like effect, we mean the Subordinated Debt Securities in which you will hold a direct or indirect interest.

Status of the Subordinated Debt Securities

The Subordinated Debt Securities will constitute our direct, subordinated and unsecured obligations. If we become bankrupt or are wound-up or liquidated in England and Wales, the rights of the holders of Subordinated Debt Securities of a particular series will be subordinate in right of payment to the prior payment in full of all claims of ''senior creditors'' in respect of that series. Unless otherwise specified in your prospectus supplement, the Subordinated Debt Securities do not have the benefit of any negative pledge covenant.

The term ''senior creditors'' includes all holders of our unsubordinated obligations (including all Senior Debt Securities). It may also include holders of Subordinated Debt Securities of different series, holders of our other subordinated obligations (whether actual of contingent) and holders of certain classes of our share capital. Your prospectus supplement will define ''senior creditors'' for the series of Subordinated Debt Securities to which it relates.

As a result of the foregoing, in the event of any such bankruptcy, winding up or liquidation in England and Wales, our claimants who hold the more senior claims described above may recover more, ratably, than holders of your Subordinated Debt Securities. You should be aware that there are currently no limitations on our ability to issue or guarantee indebtedness that would constitute claims of ''senior creditors''.

Defaults, Remedies and Waivers of Default

Defaults and Remedies

If any ''event of default'' that applies to your series of Subordinated Debt Securities occurs and is continuing, the subordinated trustee or the holders of at least 25% of the aggregate principal amount of the outstanding Subordinated Debt Securities of that series may declare:

the entire principal amount of (including premium, if any, on) (or, in the case of Discounted Securities, a lesser amount specified in your prospectus supplement) of all such Subordinated Debt Securities; and
if specified in your prospectus supplement, any accrued but unpaid interest payments (including, if so specified, any deferred interest) thereon,

to be due and payable immediately. This is called an acceleration of the maturity. If the maturity of any Subordinated Debt Securities has been accelerated, but a judgment for payment has not yet been obtained, the holders of a majority in aggregate principal amount of the outstanding Subordinated Debt Securities of the affected series may, under certain circumstances, cancel the acceleration.

Unless otherwise indicated in your prospectus supplement, no event or circumstance relating to our payment obligations on your Subordinated Debt Securities, including any failure or inability on our part to make such payments when due and payable, will constitute an ''event of default'' or permit the subordinated trustee or any holders thereof to accelerate the maturity of your Subordinated Debt Securities in the manner discussed above. Your prospectus supplement will specify whether one or more events of default apply to your Subordinated Debt Securities and describe those events of default, if any.

Events or circumstances relating to our payment obligations on any series of Subordinated Debt Securities that may permit the subordinated trustee or the holders of the Subordinated Debt Securities to exercise remedies against us will be referred to in the related prospectus supplement using a term or terms other than ''event of default''. In general, we expect that such events or circumstances will fall into one of two categories:

those which may, if specified conditions are met, permit the subordinated trustee or holders of the Subordinated Debt Securities to commence a proceeding in England and Wales (but not elsewhere) for our winding-up and/or a proceeding for the collection of the sums due and unpaid; or
those which may, if specified conditions are met, permit the subordinated trustee or holders of the Subordinated Debt Securities to commence a proceeding in England and Wales (but not elsewhere) for our winding-up, but to exercise no other legal remedy.

In this prospectus, we refer to the first type of event or circumstance as a ''default'' and to the second type of event or circumstance as a ''solvency event''. We may use different terms to describe defaults and solvency events in your prospectus supplement, including, in the case of defaults, ''payment defaults'', ''dated security defaults'', ''perpetual security defaults'', ''capital defaults'' or ''capital security defaults'', or other like terms, and, in the case of solvency events, ''payment events'', ''capital events'' or ''subordinated capital events'', or other like terms.

Your prospectus supplement will specify whether one more defaults or solvency events apply to your Subordinated Debt Securities and describe those defaults and/or solvency events, if any, as well as the remedies available following the occurrence thereof.

Notwithstanding the above, it will not be a default or solvency event in respect of a series of Subordinated Debt Securities if a payment of principal or interest is not made:

in order to comply with a statute, regulation or order of any court of competent jurisdiction; or
where there is doubt as to the validity or applicability of any such statute, regulation or order, if we act on the advice given to us and to the subordinated trustee, in the form of a legal opinion acceptable to the subordinated trustee.

In the second case, however, the subordinated trustee may, by notice to us, require us to take action, including proceedings for a court declaration, to resolve the doubt, if counsel advises that the action is appropriate and reasonable. In this case, we will proceed with the action promptly and be bound by any final resolution of the doubt. If the action results in a determination that we can make the relevant payment without violating any statute, regulation or order then the payment shall become due and payable immediately after the subordinated trustee gives us written notice informing it of the determination.

If an event of default, default or solvency event occurs, the subordinated trustee will have certain additional duties. In those situations, the subordinated trustee will be obligated to use its rights and powers under the subordinated indenture, and in so doing, to use the same degree of care and skill in its exercise of the rights and powers vested in it by the subordinated indenture as a prudent person would exercise under the circumstances in the conduct of such person's own affairs.

The subordinated trustee will be under no obligation to exercise any of its rights or powers under the subordinated indenture at the request of any holder of Subordinated Debt Securities, unless such holder shall have offered to the subordinated trustee security and indemnity satisfactory to the subordinated trustee against any loss, liability or expense, and then only to the extent required by the terms of the subordinated indenture. Subject to these subordinated indenture provisions for the indemnification of the subordinated trustee, the holder(s) of a majority in aggregate principal amount of the outstanding Subordinated Debt Securities of any series will, subject to certain limitations, have the right to direct the time, method and place of conducting any proceeding seeking any remedy available to the subordinated trustee.

Before holders are allowed to bypass the subordinated trustee and bring their own lawsuit or other formal legal action or take other steps to enforce their rights or protect their interests relating to the Subordinated Debt Securities, all of the following must generally occur:

such holders must give the subordinated trustee written notice that an event of default, default or solvency event has occurred, and such event of default, default or solvency event must not have been cured or waived;
holders of at least 25% of the aggregate principal amount of the outstanding Subordinated Debt Securities of that series must make a written request that the subordinated trustee take action because of the event of default, default or solvency event and they or other holders must offer to the trustee indemnity satisfactory to the subordinated trustee against the cost and other liabilities of taking that action;
the subordinated trustee must not have taken action for 60 days after the above steps have been taken; and
during those 60 days, the holders of a majority of the aggregate principal amount of the outstanding Subordinated Debt Securities of that series must not have given the trustee directions that are inconsistent with the written request of the holders of at least 25% of the aggregate principal amount of the outstanding Subordinated Debt Securities of that series.

However, if we fail to perform or observe any of our obligations or covenants under any series of Subordinated Debt Securities or the subordinated indenture (other than any obligation or covenant (i) with respect to the payment of any principal or interest on the Subordinated Debt Securities of such series or (ii) which has expressly been included in the subordinated indenture solely for the benefit of Subordinated Debt Securities other than the Subordinated Debt Securities of such series) and such failure continues for a period of 30 days after the date on which there has been given, by registered or certified mail, to us by the subordinated trustee or to us and the subordinated trustee by the holders of at least 25% in aggregate principal amount of the outstanding Subordinated Debt Securities of such series a written notice specifying such default or breach and requiring it to be remedied, then the subordinated trustee or the holders of at least 25% in aggregate principal amount of the outstanding Subordinated Debt Securities of such series may institute such proceedings or take such other actions as they shall determine in their sole discretion to enforce such obligation or covenant; provided that we shall not as a consequence of such proceedings or other actions be obliged to pay any sum or sums representing or measured by reference to the principal or interest in respect of the Subordinated Debt Securities of such series sooner than the same would otherwise have been due and payable.

You are, moreover, entitled at any time to institute suit for the enforcement of payment of the principal of (and premium, if any, on) and interest as may be set forth in the applicable prospectus supplement, if any, on such Subordinated Debt Securities on the respective stated maturities, if any, thereof or on the date any such payment is otherwise due and payable as provided in the subordinated indenture or the Subordinated Debt Securities. Notwithstanding the foregoing, following delivery of a deferral notice in the circumstances and to the extent provided for in the applicable prospectus supplement, we will be entitled to defer the due date for payment of any principal (or premium, if any, on) or interest in respect of any series of Subordinated Debt Securities. As a result, we will not have to make that payment on the date that it would otherwise have become due and payable.

The subordinated trustee will, within 90 days of an event of default, default or solvency event with respect to Subordinated Debt Securities of any series, give to each holder of the Subordinated Debt Securities of the affected series notice of any such event of default, default or solvency event it knows about, unless such event of default, default or solvency event has been cured or waived. However, except in the case of a default in the payment of the principal of (or premium, if any), or interest, if any, on the affected Subordinated Debt Securities, the subordinated trustee will be entitled to withhold such notice if it determines in good faith that withholding of the notice is in the interest of the holder(s) of such series.

No Set-off or Counterclaim

By acceptance of the Subordinated Debt Securities, holders of the Subordinated Debt Securities and the subordinated trustee, on behalf of such holders, will be deemed to have waived any right of set-off or counterclaim that such holders might otherwise have against us whether prior to or in any bankruptcy or winding up. Notwithstanding the preceding sentence, if any of the rights and claims of any holder of Subordinated Debt Securities are discharged by set-off, such holder will immediately pay an amount equal to the amount of such discharge to us or, if applicable, the liquidator or subordinated trustee or receiver in our bankruptcy and, until such time as payment is made, will hold a sum equal to such amount in trust for us or, if applicable, the liquidator or subordinated trustee or receiver in our bankruptcy. Accordingly, such discharge will be deemed not to have taken place.

We Will Give the Subordinated Trustee Information about Defaults Annually

We will furnish the subordinated trustee with an annual certificate of certain of our officers certifying, to the best of their knowledge, whether we are, or have been, in default and specifying the nature and status of any such default. In addition, we are required to provide the subordinated trustee with written notice within five days of our becoming aware of any event of default, or event that could mature into an event of default, under the subordinated indenture.

Waivers of Certain Defaults

The holders of not less than a majority in aggregate principal amount of the outstanding Subordinated Debt Securities of a particular affected series may generally also waive any events of default, defaults and solvency events. If this happens, the relevant event of default, default or solvency event will be treated as if it had not occurred. No one, however, can waive defaults by us in the payment of the principal of (and premium, if any, on) and interest, if any, on any such Subordinated Debt Securities or in respect of a covenant or a provision that under the subordinated indenture (together with any related amendments or supplements thereto) cannot be modified or amended without the consent of each holder of the outstanding Subordinated Debt Securities of such a series.

Consolidation, Merger and Sale or Lease of Assets

Unless otherwise indicated in your prospectus supplement, we may, without the consent of the holders of any Subordinated Debt Securities, consolidate with or merge into or transfer or lease our properties and assets substantially as an entirety, provided, however, that any successor corporation formed by any such consolidation or merger or any such transferee or lessee of our assets is a corporation or other person organized and validly existing under the laws of a member country of the Organisation for Economic Co-operation and Development that assumes our obligations on the Subordinated Debt Securities and the subordinated indenture, and a number of other conditions are met.

Note that any such conditions will apply only if we wish to merge or consolidate with another entity or sell our assets substantially as an entirety to another entity. We will not need to satisfy these conditions if we enter into other types of transactions, including any transaction in which we acquire the securities or assets or another entity, any transaction that involves a change of control of Prudential but in which we do not merge or consolidate, and any transaction in which we sell less than substantially all our assets.

Modifications

Under certain circumstances, we can make changes to the subordinated indenture and the Subordinated Debt Securities. The following three types of changes are possible.

Changes Requiring Approval by each Holder

The first type of change comprises changes that cannot be made without the specific approval of each holder of each affected series of Subordinated Debt Securities. Unless your prospectus supplement provides otherwise, these include changes that:

change the stated maturity of the principal or any interest on any Subordinated Debt Security;
add a stated maturity to perpetual Subordinated Debt Securities with no stated maturity;
reduce the rate or amount of any interest;
reduce the principal or any premium payable on redemption;
change redemption dates to the detriment of any holder;
change the place or currency of payment;
change the right of holders to waive an existing default by majority vote;
impair the right to sue for payment;
reduce the percentage of holders who must consent to a waiver or amendment of the subordinated indenture or the waiver of defaults;
modify the provisions of the subordinated indenture with respect to the subordination of the Subordinated Debt Securities in a manner adverse to any holder; and
make any change to the list of changes that requires the approval of each holder, including the foregoing.

Changes Requiring 50% Approval

The second type of change comprises changes that require approval by the holders of at least 50% of the aggregate principal amount of the outstanding Subordinated Debt Securities of each affected series. Most changes fall into this category, except for clarifying changes and other changes that would not adversely affect holders in any material respect.

Changes Not Requiring Approval

The third type of change does not require any approval by holders of Subordinated Debt Securities. This type is generally limited to clarifications and other changes that would not adversely affect holders of the debt securities in any material respect. We may, however, be permitted to materially vary the terms of the Subordinated Debt Securities without any requirement for the consent or approval of any holder in certain circumstances. If we have such an option, your prospectus supplement will include the relevant terms and conditions applicable thereto.

FSA Approvals

In addition to the foregoing, a variation in the terms and conditions of the Subordinated Debt Securities of any series, which may include modifications relating to the status, subordination, redemption, repurchase, events of default, defaults or solvency events, with respect to such Subordinated Debt Securities, may require prior notice of the proposed modification to, and the consent or approval of, the FSA.

Waivers of Certain Covenants

Our obligations to comply with certain restrictive covenants in the subordinated indenture pertaining to corporate existence and maintenance of certain agencies may be waived by holders of not less than a majority in aggregate principal amount of the outstanding Subordinated Debt Securities of each affected series. See also the discussion in ''—Defaults, Remedies and Waivers of Default—Waivers'' with respect to the ability of holders to waive events of default, defaults and solvency events.

Further Issuances

We may from time to time, without notice to or the consent of the holders of the outstanding Subordinated Debt Securities of a series, create and issue under the applicable indenture (together with any related amendments or supplements thereto) further Subordinated Debt Securities of such series ranking pari passu with such outstanding Subordinated Debt Securities in all respects (or in all respects except for the payment of interest accruing prior to the issue date of such further Subordinated Debt Securities or except for the first payment of interest following the issue date of such further Subordinated Debt Securities) and so that any further Subordinated Debt Securities of such series shall be consolidated and form a single series with the outstanding Subordinated Debt Securities of such series and shall have the same terms as to status, redemption or otherwise as such outstanding Subordinated Debt Securities.

Notices

Notices to holders of Subordinated Debt Securities in registered form will be given by mail to the addresses of such holders as they appear in the security register.

Title

We, the subordinated trustee and any of our agents or any agents of the subordinated trustee may treat the registered owner of any Subordinated Debt Security in registered form as the absolute owner thereof (whether or not such security shall be overdue and notwithstanding any notice to the contrary) for the purpose of making payment and for all other purposes.

Consent to Service; Jurisdiction

We have appointed Jackson National Life Insurance Company at 1 Corporate Way, Lansing, Michigan 48951, as our authorized agent for service of process in any suit or proceeding to which we are party arising out of or relating to the Subordinated Debt Securities or the subordinated indenture that may be instituted in any federal or state court in the Borough of Manhattan in New York City and have submitted to the jurisdiction of those courts. Notwithstanding the foregoing, actions relating to the Subordinated Debt Securities or the subordinated indenture may (subject to the limitations on enforcement described in this prospectus and, if applicable, in your prospectus supplement) be instituted by the holder of any Subordinated Debt Security in any competent court in England and Wales.

Governing Law

In accordance with the guidelines of the FSA, the subordination provisions in the subordinated indenture and with respect to the Subordinated Debt Securities will be governed by and construed in accordance with English law, with the intention that such provisions be given full effect in any insolvency proceeding relating to us in England and Wales. All other provisions in the subordinated indenture and the Subordinated Debt Securities will be governed by and construed in accordance with the laws of the State of New York.

DESCRIPTION OF THE PREFERENCE SHARES

The following is a summary of the general terms of the preference shares of any series that may be offered pursuant to this prospectus, including any preference shares that may be issuable upon conversion or exchange of a class of Subordinated Debt Securities (any such preference shares, the ''Preference Shares''). The Preference Shares will be offered in the form of American depositary shares (''ADSs''). The general terms of a particular series of Preference Shares will be summarized in the prospectus supplement relating to the series of Preference Shares or the Subordinated Debt Securities that are convertible or exchangeable into Preference Shares of that series. The general terms of a particular series of Preference Shares may differ from the terms stated below, which will be indicated in the relevant prospectus supplement. This summary does not purport to be complete and is subject to, and qualified by, our Articles and any resolutions passed by our board of directors or a committee thereof in connection with an issuance of Preference Shares. A copy of the Articles has been filed as exhibit to the registration statement and copies of the relevant resolutions will be filed in connection with the applicable prospectus supplement. Currently, we do not have outstanding any series of Preference Shares.

General

Under our Articles, our board of directors or a committee authorized by it can authorize the issuance of one or more series of Preference Shares with such dividend rights, liquidation value per share, redemption provisions, voting rights and other rights, preferences, privileges, limitations and restrictions as it sees fit, including dollar-denominated Preference Shares with a nominal value of \$0.01 per share (the ''dollar Preference Shares''), pounds sterling- denominated Preference Shares with a nominal value of £0.01 per share (the ''sterling Preference Shares'') or euro-denominated Preference Shares with a nominal value of e0.01 per share (the ''euro Preference Shares''), subject to the limitations set out in our Articles. For each Preference Share of a particular series that is issued, an amount equal to the share's nominal value will be credited to our issued share capital account, and an amount equal to the difference, if any, between the share's issue price and its nominal value in general will be credited to our share premium account.

Unless otherwise provided in the applicable prospectus supplement, the Preference Shares of a series will be dollar Preference Shares with a nominal value per share, dividend rights, redemption price and liquidation value per share stated in U.S. dollar-denominated terms, and will be issued only in fully paid form.

Unless otherwise provided in the applicable prospectus supplement, the Preference Shares of any series will initially be issued in bearer form and deposited with Citibank, N.A. (the ''depositary bank''), against the issuance of ADSs, evidenced by American Depositary Receipts (''ADRs''), upon receipt of payment for the Preference Shares. The Preference Shares of a particular series deposited under the deposit agreement will be represented by ADSs of a corresponding series. Preference Shares of any series withdrawn from deposit under the deposit agreement will be represented by share certificates in registered form without dividend coupons. These share certificates will be delivered at the time of withdrawal. The certificate will be delivered at the time of withdrawal and may be exchanged by the holder for separate share certificates in registered form, without dividend coupons, representing the Preference Shares of that series. Preference Shares of each series that are withdrawn from deposit will be transferable separately. See ''Description of American Depositary Shares.''

The holder may transfer title to Preference Shares of any series in registered form only by transfer and registration on the register for the Preference Shares of the relevant series. Preference Shares of any series in registered form may not be exchanged, in whole or in part, for Preference Shares of the series in bearer form. The registration of transfer of Preference Shares of any series may be made only on the register for the Preference Shares of the series kept by the registrar at its office in the United

Kingdom. See ''Registrar and Paying Agent'' below. The registrar will not charge the person requesting the registration a fee. However, the person requesting registration will be liable for any taxes, stamp duties or other governmental charges that must be paid in connection with the registration. English law does not currently limit the right of non-resident or foreign owners to acquire freely Preference Shares of any series or, when entitled to vote Preference Shares of a particular series, vote freely the Preference Shares. There are currently no English laws or regulations that would restrict the remittance of dividends or other payments to non-resident holders of Preference Shares of any series.

The Preference Shares of any series will have the dividend rights, rights upon liquidation, redemption provisions and voting rights summarized below, unless the prospectus supplement relating to the Preference Shares of a particular series states otherwise. The holder of the Preference Shares should pay particular attention to the following specific terms relating to his or her particular series of shares, including:

the designation of the Preference Shares of the series and number of shares offered in the form of ADSs;
the liquidation value per share of the Preference Shares of the series;
the price at which the Preference Shares of the series will be issued;
the dividend rate (or method of calculation of the dividend) and the dates on which dividends will be payable;
any redemption provisions; and
any other rights, preferences, privileges, limitations and restrictions related to the Preference Shares of the series.

Dividends

The holders of the Preference Shares of a particular series will be entitled to receive any cash dividends declared by us out of the profits available for distribution (which will be determined in accordance with the Articles and the Companies Act 2006) on the dates and at the rates or amounts stated, or as determined by the method of calculation described in the prospectus supplement relating to that series.

The prospectus supplement relating to each series of Preference Shares (or, in the case of Subordinated Debt Securities convertible or exchangeable into Preference Shares, the prospectus supplement relating to such Subordinated Debt Securities) shall designate whether dividends on the Preference Shares to be issued, either directly or upon conversion or exchange, are cumulative or non-cumulative.

Unless the prospectus supplement relating to the Preference Shares of a particular series states otherwise, if the profits available to us to distribute as dividends are, in our board of directors' opinion, not sufficient to enable us to pay in full on the same date both dividends on the Preference Shares of the series and the dividends on any other shares that have an equal right to dividends as the Preference Shares of that series, we are required first, to pay in full, or to set aside an amount equal to, all dividends scheduled to be paid on or before that dividend payment date on any shares with a right to dividends ranking in priority to that of the Preference Shares, and second, to pay dividends on the Preference Shares of the series and any other shares ranking equally with the Preference Shares of that series as to participation in profits pro rata to the amount of the cash dividend scheduled to be paid to them. The amount scheduled to be paid will include the amount of any dividend payable on that date and, in the event that we issue cumulative Preference Shares, any arrears on past cumulative dividends on any shares ranking equally in the right to dividends with the Preference Shares of that series. In

accordance with the Companies Act 2006, the profits available to us for distribution are, in general and with some adjustments, equal to our accumulated, realized profits less our accumulated, realized losses.

The dividend will be calculated by annualizing the applicable dividend amount or rate and dividing by the number of dividend periods in a year. Unless the prospectus supplement relating to the Preference Shares of a particular series states otherwise, the dividends to be paid will be computed on the basis of a 360-day year of twelve 30-day months for any dividend period that is shorter or longer than a full dividend period and on the basis of the actual number of days elapsed for any partial month.

In the case of Preference Shares of any series that we designate as non-cumulative, if a dividend, or a portion of it, on the Preference Shares of such series is not required to be paid and is not paid on the relevant date scheduled for payment, then holders of Preference Shares of such series will lose the right they had to a dividend and will not earn any interest on the unpaid amount, regardless of whether dividends on the Preference Shares of such series are paid for any future dividend period.

We will fix a date to pay dividends on the Preference Shares of any series to the record holders who are listed on the register as the holders of the Preference Shares on the relevant record date. The relevant record date will be between 15 and 60 days prior to the relevant dates for dividend payment fixed by us. Unless the law requires otherwise, we will pay the dividend in the form of a U.S. dollar check drawn on a bank in London or New York City and mailed to the holder at the address that appears on the register for the Preference Shares. If the date we have scheduled to pay dividends on the Preference Shares of any series is not a day on which banks in London and New York City are open for business and on which foreign exchange dealings can be conducted in London and in New York City, then the dividend will be paid on the following business day, and we will not be required to pay any interest or other payment because of the delay. Dividends declared but not yet paid do not bear interest. For a description of how dividends will be distributed to holders of ADSs, see ''Description of American Depositary Shares—Dividends and Other Distributions.''

Unless the prospectus supplement relating to the Preference Shares of a particular series states otherwise, if we have not paid the dividend payable, if any, on our Preference Shares of any series in full on the most recent date scheduled for dividend payment in respect of a dividend period, we will not be permitted to declare or pay dividends or distributions on any class of our shares ranking junior to, or pari passu with, in the right to dividends our Preference Shares of any series, unless we pay in full, or set aside an amount to provide for payment in full of, the dividends payable, if any, on our Preference Shares of such series and those ranking equally as to dividends with the Preference Shares of such series for the same dividend period or for such other additional periods as may be specified in the prospectus supplement relating to Preference Shares of that series.

Except as provided in this prospectus and in the prospectus supplement relating to the Preference Shares of a particular series, the holders of the Preference Shares of any series do not have the right to share in our profits.

Liquidation Rights

On a return of capital on a winding-up or otherwise (but not, unless otherwise specified in the prospectus supplement relating to the Preference Shares of a particular series, on a redemption, purchase by us or reduction of any of our share capital), the holders of the dollar Preference Shares of a particular series that are outstanding at the time and the holders of any other of our shares ranking equal to or in priority to the series will be entitled to receive payment in U.S. dollars out of any assets available for distribution to shareholders. This distribution will be made in priority to any distribution of assets to holders of any class of our shares ranking below the Preference Shares of the series. Preference Shareholders will be entitled to a payment equal to the amount paid up (or credited as paid up) on each Preference Share together with any premium on such share as may be determined in accordance with the prospectus supplement relating to such Preference Share plus, in the case of any

series of cumulative Preference Shares, if any, accrued dividends unless there are insufficient assets available for distribution in which case Preference Shareholders will be entitled to share ratably in any distribution of our assets in proportion to the full respective amounts to which they are entitled. Preference Shareholders will have no further right to participate in a return of capital.

Redemption and Purchase

Unless the relevant prospectus supplement specifies otherwise and subject to the Companies Act 2006, we will have the right, at our option, to redeem the whole or any part of any series of Preference Shares at certain times determined in accordance with our Articles and specified in the relevant prospectus supplement. In respect of each dollar Preference Share redeemed, we shall pay in U.S. dollars the aggregate of the nominal value of such Preference Share and any premium credited as paid up on such share at the time it was issued, together with accrued dividends as at the date of redemption and a redemption premium calculated pursuant to a formula set forth in the applicable prospectus supplement, which formula shall be chosen by us from among several possible formulas set forth in our Articles.

If we wish to redeem Preference Shares of any series, we must provide notice to the depositary bank and each record holder of the Preference Shares to be redeemed, between 30 and 60 days prior to the date fixed for redemption. The notice of redemption must state:

the redemption date,
the particular Preference Shares to be redeemed,
the redemption price (including, in the case of any series of cumulative Preference Shares, if any, details of any accrued dividends to be included and stating that dividends on the Preference Shares will cease to accrue on redemption), and
the place or places where documents of title relating to the Preference Shares are to be presented for redemption and payment for them will be made.

The redemption process will not be considered invalid due to a defect in the notice of redemption or in the mailing. The dividend on the Preference Shares due for redemption will cease accruing on the relevant redemption date. Subject to any applicable fiscal or other laws and regulations, we will make the redemption payment by a U.S. dollar check drawn on, or, if the holder requests, by transfer to a dollar account maintained by the person to be paid with, a bank in London or New York City. The holder of the Preference Shares to be redeemed must deliver to us the relevant share certificates at the place specified in the notice of redemption. In the event that any date on which any payment relating to the redemption of Preference Shares of any series is to be made is not a business day, then payment of the redemption price payable on that date will be made on the following business day, with no interest or other additional payment payable in these circumstances. Preference Shares will only be treated as redeemed when, and dividends will continue to accrue until, all redemption payments together with all accrued dividends have been paid. For information regarding redemption of Preference Shares represented by ADSs, see ''Description of American Depositary Shares—Redemption of ADSs.''

We may, unless the relevant prospectus supplement specifies otherwise, at any time purchase outstanding Preference Shares of any series in the open market, by tender to all holders of Preference Shares of that series alike or by private agreement. These purchases will be made in accordance with the Articles, applicable law (including the Companies Act 2006 and U.S. federal securities laws) and applicable regulations of the FSA in its capacity as the United Kingdom Listing Authority. Any Preference Shares of any series purchased or redeemed by us for our own account (other than in the ordinary course of the business of dealing in securities) will be cancelled by us and will no longer be issued and outstanding. Under existing requirements of the FSA and except as may be otherwise indicated to us by the FSA, we can redeem or purchase Preference Shares of any series only if we have given at least six

months' notice to the FSA and the FSA has consented to such redemption (including consent in the form of the grant of a waiver) prior to such redemption date.

Voting Rights

The holders of the Preference Shares having a registered address within the United Kingdom will be entitled to receive notice of our general meetings but will not be entitled to attend or vote at those meetings, except as otherwise set forth in the prospectus supplement relating to any particular series of Preference Shares.

Holders of the Preference Shares may have the right to vote separately as a class in the circumstances described below under the heading ''Variation of Rights.''

Variation of Rights

The rights, preferences or restrictions attached to the Preference Shares may be varied by the consent in writing of the holders of at least three-quarters of the Preference Shares of all series in issue or by the sanction of an extraordinary resolution passed at a separate general meeting of the holders of Preference Shares as a single class regardless of series.

The rights, preferences or restrictions of any particular series of Preference Shares may be varied on a different basis to other series of Preference Shares by the consent in writing of the holders of at least three-quarters of the Preference Shares of that particular series or by the sanction of an extraordinary resolution passed at a separate general meeting of the holders of Preference Shares of that series.

An extraordinary resolution requires the approval of at least three-quarters of those shareholders who are entitled to attend and vote in respect of the resolution. Two persons holding or representing by proxy at least one-third of the outstanding Preference Shares of any series must be present for the meeting to be valid. An adjourned meeting will be valid when any one holder is present in person or by proxy.

We may create or issue any shares of any class, or any securities convertible or exchangeable into shares of any class, that rank equally with the Preference Shares of any series in the right to share in our profits or assets, whether the rights attaching to such shares are identical to or differ in any respect from the Preference Shares, without the rights of the Preference Shares of any series being deemed to be varied or abrogated.

The rights attached to the Preference Shares will not be deemed to be varied or abrogated by any purchase by us or redemption of any of our share capital in each case ranking as regards participation in the profits and assets of the company in priority to or equally with or after such Preference Shares.

Registrar and Paying Agent

Our registrar, Equiniti, presently located at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom, will act as registrar and paying agent for the Preference Shares of each series.

DESCRIPTION OF THE AMERICAN DEPOSITARY SHARES

Citibank, N.A. has agreed to act as the depositary bank for the American Depositary Shares. Citibank's depositary offices are located at 388 Greenwich Street, 14th Floor, New York, New York 10013. American Depositary Shares are frequently referred to as ''ADSs'' and represent ownership interests in securities that are on deposit with the depositary bank. ADSs are normally represented by certificates that are commonly known as ''American Depositary Receipts'' or ''ADRs.'' The depositary bank typically appoints a custodian to safekeep the securities on deposit. In this case, the custodian is Citibank, N.A. London, located at Citigroup Centre, 25 Canada Square, London, E14 5LB.

We appointed Citibank as depositary bank pursuant to a deposit agreement. A copy of the deposit agreement is on file with the SEC under cover of a Registration Statement on Form F-6. You may obtain a copy of the deposit agreement from the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 and from the SEC's website (www.sec.gov). Please refer to Registration Number 333-117706 when retrieving such copy.

This is a summary description of the material terms of the ADSs and of the material rights of an owner of ADSs. Please remember that summaries by their nature lack the precision of the information summarized and that a holder's rights and obligations as an owner of ADSs will be determined by reference to the terms of the deposit agreement and not by this summary. We urge you to review the deposit agreement in its entirety.

Each ADS represents the right to receive one Preference Share on deposit with the custodian. An ADS will also represent the right to receive any other property received by the depositary bank or the custodian on behalf of the owner of the ADS but that has not been distributed to the owners of ADSs because of legal restrictions or practical considerations.

If you become an owner of ADSs, you will become a party to the deposit agreement and therefore will be bound to its terms and to the terms of the ADR that represents your ADSs. The deposit agreement and the ADR specify our rights and obligations as well as your rights and obligations as owner of ADSs and those of the depositary bank. As an ADS holder you appoint the depositary bank to act on your behalf in certain circumstances. The deposit agreement and the ADRs are governed by New York law. However, our obligations to the holders of Preference Shares will continue to be governed by the laws of England and Wales, which may be different from the laws in the United States.

As an owner of ADSs, you may hold your ADSs either by means of an ADR registered in your name, through a brokerage or safekeeping account, or through an account established by the depositary bank in your name reflecting the registration of uncertificated ADSs directly on the books of the depositary bank (commonly referred to as the ''direct registration system'' or ''DRS''). The direct registration system reflects the uncertificated (book-entry) registration of ownership of ADSs by the depositary bank. Under the direct registration system, ownership of ADSs is evidenced by periodic statements issued by the depositary bank to the holders of the ADSs. The direct registration system includes automated transfers between the depositary bank and The Depository Trust Company (''DTC''), the central book-entry clearing and settlement system for equity securities in the United States. If you decide to hold your ADSs through your brokerage or safekeeping account, you must rely on the procedures of your broker or bank to assert your rights as ADS owner. Banks and brokers typically hold securities such as the ADSs through clearing and settlement systems such as DTC. The procedures of such clearing and settlement systems may limit your ability to exercise your rights as an owner of ADSs. Please consult with your broker or bank if you have any questions concerning these limitations and procedures. This summary description assumes you have opted to own the ADSs directly by means of an ADS registered in your name and, as such, we will refer to you as the ''holder.'' When we refer to ''you,'' we assume the reader owns ADSs and will own ADSs at the relevant time.

Dividends and Distributions

As a holder, you generally have the right to receive the distributions we make on the securities deposited with the custodian bank. Your receipt of these distributions may be limited, however, by practical considerations and legal limitations. Holders will receive such distributions under the terms of the deposit agreement in proportion to the number of ADSs held as of a specified record date.

Distributions of Cash

Whenever we make a cash distribution for the securities on deposit with the custodian, we will deposit the funds with the Custodian. Upon receipt of confirmation of the deposit of the requisite funds, the depositary bank will arrange for the funds to be converted into U.S. dollars and for the distribution of the U.S. dollars to the holders, subject to the laws and regulations of England and Wales.

The conversion into U.S. dollars will take place only if practicable and if the U.S. dollars are transferable to the United States. The amounts distributed to holders will be net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. The depositary will apply the same method for distributing the proceeds of the sale of any property (such as undistributed rights) held by the custodian in respect of securities on deposit.

The distribution of cash will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement.

Distributions of Shares

Whenever we make a free distribution of Preference Shares for the securities on deposit with the custodian, we will deposit the applicable number of Preference Shares with the custodian. Upon receipt of confirmation of such deposit, the depositary bank will either distribute to holders new ADSs representing the Preference Shares deposited or modify the ADS-to-Preference Shares ratio, in which case each ADS you hold will represent rights and interests in the additional Preference Shares so deposited. Only whole new ADSs will be distributed. Fractional entitlements will be sold and the proceeds of such sale will be distributed as in the case of a cash distribution.

The distribution of new ADSs or the modification of the ADS-to-Preference Shares ratio upon a distribution of Preference Shares will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes or governmental charges, the depositary bank may sell all or a portion of the new Preference Shares so distributed.

No such distribution of new ADSs will be made if it would violate a law (e.g., the U.S. securities laws) or if it is not operationally practicable. If the depositary bank does not distribute new ADSs as described above, it may sell the Preference Shares received upon the terms described in the deposit agreement and will distribute the proceeds of the sale as in the case of a distribution of cash.

Distribution of Rights

Whenever we intend to distribute rights to purchase additional Preference Shares, we will give prior notice to the depositary bank and we will assist the depositary bank in determining whether it is lawful and reasonably practicable to distribute rights to purchase additional ADSs to holders.

The depositary bank will establish procedures to distribute rights to purchase additional ADSs to holders and to enable such holders to exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs, and if we provide all of the documentation contemplated in the deposit agreement (such as opinions to address the lawfulness of the transaction). You may have to pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the

exercise of your rights. The depositary bank is not obligated to establish procedures to facilitate the distribution and exercise by holders of rights to purchase new Preference Shares other than in the form of ADSs.

The depositary bank will not distribute the rights to you if:

we do not timely request that the rights be distributed to you or we request that the rights not be distributed to you; or
we fail to deliver satisfactory documents to the depositary bank; or
it is not reasonably practicable to distribute the rights.

The depositary bank will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of such sale will be distributed to holders as in the case of a cash distribution. If the depositary bank is unable to sell the rights, it will allow the rights to lapse.

Elective Distributions

Whenever we intend to distribute a dividend payable at the election of shareholders either in cash or in additional shares, we will give prior notice thereof to the depositary bank and will indicate whether we wish the elective distribution to be made available to you. In such case, we will assist the depositary bank in determining whether such distribution is lawful and reasonably practicable.

The depositary bank will make the election available to you only if it is reasonably practical and if we have provided all of the documentation contemplated in the deposit agreement. In such case, the depositary bank will establish procedures to enable you to elect to receive either cash or additional ADSs, in each case as described in the deposit agreement.

If the election is not made available to you, you will receive either cash of additional ADSs, depending on what a shareholder in England would receive upon failing to make an election, as more fully described in the deposit agreement.

Other Distributions

Whether we intend to distribute property other than cash, Preference Shares or rights to purchase additional Preference Shares, we will notify the depositary bank in advance and will indicate whether we wish such distribution to be made to you. If so, we will assist the depositary bank in determining whether such distribution to holders is lawful and reasonably practicable.

If it is reasonably practicable to distribute such property to you and if we provide all of the documentation contemplated in the deposit agreement, the depositary bank will distribute the property to the holders in a manner it deems practicable.

The distribution will be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes and governmental charges, the depositary bank may sell all or a portion of the property received.

The depositary bank will not distribute the property to you and will sell the property if:

we do not request that the property be distributed to you or if we ask that the property not be distributed to you; or
we do not deliver satisfactory documents to the depositary bank; or
the depositary bank determines that all or a portion of the distribution to you is not reasonably practicable.

The proceeds of such sale will be distributed to holders as in the case of a cash distribution.

Redemption

Whenever we decide to redeem any of the securities on deposit with the custodian, we will notify the depositary bank. If it is reasonably practicable and if we provide all of the documentation contemplated in the deposit agreement, the depositary bank will mail notice of the redemption to the holders.

The custodian will be instructed to surrender the shares being redeemed against payment of the applicable redemption price. The depositary bank will convert the redemption funds received into U.S. dollars upon the terms of the deposit agreement and will establish procedures to enable holders to receive the net proceeds from the redemption upon surrender of their ADSs to the depositary bank. You may have to pay fees, expenses, taxes and other governmental charges upon the redemption of your ADSs. If less than all ADSs are being redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as the depositary bank may determine.

Changes Affecting Preference Shares

The Preference Shares held on deposit for your ADSs may change from time to time. For example, there may be a change in nominal or par value, a split-up, cancellation, consolidation or reclassification of such Preference Shares or a recapitalization, reorganization, merger, consolidation or sale of assets.

If any such change were to occur, your ADSs would, to the extent permitted by law, represent the right to receive the property received or exchanged in respect of the Preference Shares held on deposit. The depositary bank may in such circumstances deliver new ADSs to you or call for the exchange of your existing ADSs for new ADSs. If the depositary bank may not lawfully distribute such property to you, the depositary bank may sell such property and distribute the net proceeds to you as in the case of a cash distribution.

Issuance of ADSs upon Deposit of Preference Shares

The depositary bank may create ADSs on your behalf if you or your broker deposit Preference Shares with the custodian. The depositary bank will deliver these ADSs to the person you indicate only after you pay any applicable issuance fees and any charges and taxes payable for the transfer of the Preference Shares to the custodian. Your ability to deposit Preference Shares and receive ADSs may be limited by legal considerations in the United States and England and Wales applicable at the time of deposit.

The issuance of ADSs may be delayed until the depositary bank or the custodian receives confirmation that all required approvals have been given and that the Preference Shares have been duly transferred to the custodian. The depositary bank will only issue ADSs in whole numbers.

When you make a deposit of Preference Shares, you will be responsible for transferring good and valid title to the depositary bank. As such, you will be deemed to represent and warrant that:

the Preference Shares are duly authorized, validly issued, fully paid, non-assessable and legally obtained;
all preemptive (and similar) rights, if any, with respect to such Preference Shares have been validly waived or exercised;
you are duly authorized to deposit the Preference Shares;
the Preference Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, ''restricted securities'' (as defined in the deposit agreement); and
the Preference Shares presented for deposit have not been stripped of any rights or entitlements.

If any of the representations or warranties are incorrect in any way, we and the depositary bank may, at your cost and expense, take any and all actions necessary to correct the consequences of the misrepresentations.

Transfer, Combination and Split Up of ADRs

As an ADR holder, you will be entitled to transfer, combine or split up your ADRs and the ADSs evidenced thereby. For transfer of ADRs, you will have to surrender the ADRs to be transferred to the depositary bank and also must:

ensure that the surrendered ADR certificate is properly endorsed or otherwise in proper form for transfer;
provide such proof of identity and genuineness of signatures as the depositary bank deems appropriate;
provide any transfer stamps required by the State of New York or the United States; and
pay all applicable fees, charges, expenses, taxes and other government charges payable by ADR holders pursuant to the terms of the deposit agreement, upon the transfer of ADRs.

To have your ADRs either combined or split up, you must surrender the ADRs in question to the depositary bank with your request to have them combined or split up, and you must pay all applicable fees, charges and expenses payable by ADR holders, pursuant to the terms of the deposit agreement, upon a combination or split up of ADRs.

Withdrawal of Shares Upon Cancellation of ADSs

As a holder, you will be entitled to present your ADSs to the depositary bank for cancellation and then receive the corresponding number of underlying Preference Shares at the custodian's offices. Your ability to withdraw the Preference Shares may be limited by U.S. and English and Welsh considerations applicable at the time of withdrawal. In order to withdraw the Preference Shares represented by your ADSs, you will be required to pay to the depositary the fees for cancellation of ADSs and any charges and taxes payable upon the transfer of the Preference Shares being withdrawn. You assume the risk for delivery of all funds and securities upon withdrawal. Once canceled, the ADSs will not have any rights under the deposit agreement.

If you hold ADSs registered in your name, the depositary bank may ask you to provide proof of identity and genuineness of any signature and such other documents as the depositary bank may deem appropriate before it will cancel your ADSs. The withdrawal of the Preference Shares represented by your ADSs may be delayed until the depositary bank receives satisfactory evidence of compliance with all applicable laws and regulations. Please keep in mind that the depositary bank will only accept ADSs for cancellation that represent a whole number of securities on deposit.

You will have the right to withdraw the securities represented by your ADSs at any time except for:

temporary delays that may arise because (i) the transfer books for the Preference Shares or ADSs are closed, or (ii) Preference Shares are immobilized on account of a shareholders' meeting or a payment of dividends;
obligations to pay fees, taxes and similar charges; and
restrictions imposed because of laws or regulations applicable to ADSs or the withdrawal of securities on deposit.

The deposit agreement may not be modified to impair your right to withdraw the securities represented by your ADSs except to comply with mandatory provisions of law.

Voting Rights

As a holder, you generally have the right under the deposit agreement to instruct the depositary bank to exercise the voting rights for the Preference Shares represented by your ADSs. The voting rights of holders of Preference Shares are described in ''Description of Preference Shares—Voting Rights''.

At our request, the depositary bank will distribute to you any notice of shareholders' meeting received from us together with information explaining how to instruct the depositary bank to exercise the voting rights of the securities represented by the ADSs.

If the depositary bank timely receives voting instructions from a holder of ADSs, it will endeavor to vote the securities represented by the holder's ADSs in accordance with such voting instructions.

Please note that the ability of the depositary bank to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. We cannot assure you that you will receive voting materials in time to enable you to return voting instructions to the depositary bank in a timely manner. Securities for which no voting instructions have been received will not be voted.

Fees and Charges

As an ADS holder, you will be required to pay the following service fees to the depositary bank:

Up to U.S. 5¢ per ADS canceled

No fee (so long as prohibited by NYSE)
No fee (so long as prohibited by NYSE)

Up to U.S. 5¢ per share (or share equivalent)
To the extent permitted by the exchange upon which ADSs are listed, annually up to U.S. 2¢ per ADS held at the end of each calendar year, except to the extent of any cash dividend fee(s) charged during such calendar

As an ADS holder you will also be responsible to pay certain fees and expenses incurred by the depositary bank and certain taxes and governmental charges such as:

fees for the transfer and registration of Preference Shares charged by the registrar and transfer agent for the Preference Shares in England (i.e., upon deposit and withdrawal of Preference Shares);
expenses incurred for converting foreign currency into U.S. dollars;
expenses for the cable, telex and fax transmissions and for delivery of securities;
taxes and duties upon the transfer of securities (i.e., when Preference Shares are deposited or withdrawn from deposit); and
fees and expenses incurred in connection with the delivery or servicing of Preference Shares on deposit.

We have agreed to pay certain other charges and expenses of the depositary bank. Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary bank. You will receive prior notice of such changes.

Amendments and Termination

We may agree with the depositary bank to modify the deposit agreement at any time without your consent. We undertake to give holders 30 days' prior notice of any modifications that would materially prejudice any of their substantial rights under the deposit agreement. We will not consider to be materially prejudicial to your substantial rights any modifications or supplements that are reasonably necessary for the ADSs to be registered under the Securities Act or to be eligible for book-entry settlement, in each case without imposing or increasing the fees and charges you are required to pay. In addition, we may not be able to provide you with prior notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law.

You will be bound by the modifications to the deposit agreement if you continue to hold your ADSs after the modifications to the deposit agreement become effective. The deposit agreement cannot be amended to prevent you from withdrawing the Preference Shares represented by your ADSs (except as permitted by law).

We have the right to direct the depositary bank to terminate the deposit agreement. Similarly, the depositary bank may in certain circumstances on its own initiative terminate the deposit agreement. In either case, the depositary bank must give notice to the holders at least 30 days before termination.

Upon termination, the following will occur under the deposit agreement:

for a period of six months after termination, you will be able to request the cancellation of your ADSs and the withdrawal of the Preference Shares represented by your ADSs and the delivery of all other property held by the depositary bank in respect of those Preference Shares on the same terms as prior to the termination. During such six-month period the depositary bank will continue to collect all distributions received on the Preference Shares on deposit (i.e., dividends) but will not distribute any such property to you until you request the cancellation of your ADSs; and
after the expiration of such six months' period, the depositary bank may sell the securities held on deposit. The depositary bank will hold the proceeds from such sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the depositary bank will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding.

Books of Depositary

The depositary bank will maintain ADS holder records at its depositary office. You may inspect such records at such office during regular business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the ADSs and the deposit agreement.

The depositary bank will maintain in New York facilities to record and process the issuance, cancellation, combination, split-up and transfer of ADRs. These facilities may be closed from time to time, to the extent not prohibited by law.

Limitations on Obligations and Liabilities

The deposit agreement limits our obligations and the depositary bank's obligations to you. Please note the following:

we and the depositary bank are obligated only to take the actions specifically stated in the depositary agreement without negligence or bad faith;
the depositary bank disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the deposit agreement;
the depositary bank disclaims any liability for any failure to determine the lawfulness or practicality of any action, for the content of any document forwarded to you on our behalf or for the accuracy of any translation of such a document, for the investment risks associated with investing in Preference Shares, for the validity or worth of the Preference Shares, for any tax consequences that result from the ownership of ADSs, for the credit-worthiness of any third party, for allowing any rights to lapse under the terms of the deposit agreement, for the timeliness of any of our notices or for our failure to give notice;
we and the depositary bank will not be obligated to perform any act that is inconsistent with the terms of the deposit agreement;
we and the depositary bank disclaim any liability if we are prevented or forbidden from acting on account of any law or regulation, any provision of our Memorandum and Articles of Association, any provision of any securities on deposit or by reason of any act of God or war or other circumstances beyond our control;
we and the depositary bank disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for the deposit agreement or in our Memorandum and Articles of Association or in any provisions of securities on deposit;
we and the depositary bank further disclaim any liability for any action or inaction in reliance on the advice or information received from legal counsel, accountants, any person presenting Preference Shares for deposit, any holder of ADSs or authorized representatives thereof, or any other person believed by either of us in good faith to be competent to give such advice or information;
we and the depositary bank also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or other benefit which is made available to holders of Preference Shares but is not, under the terms of the deposit agreement, made available to you;
we and the depositary bank may rely without any liability upon any written notice, request or other document believed to be genuine and to have been signed or presented by the proper parties; and
we and the depositary bank also disclaim any liability for any consequential or punitive damages for any breach of the terms of the deposit agreement.

Pre-Release Transactions

The depositary bank may, in certain circumstances, issue ADSs before receiving a deposit of Preference Shares or release Preference Shares before receiving ADSs for cancellation. These transactions are commonly referred to as ''pre-release transactions.'' The deposit agreement limits the aggregate size of pre-release transactions and imposes a number of conditions on such transactions (i.e., the need to receive collateral, the type of collateral required, the representations required from brokers, etc.). The depositary bank may retain the compensation received from the pre-release transactions.

Taxes

You will be responsible for the taxes and other governmental charges payable on the ADSs and the securities represented by the ADSs. We, the depositary bank and the custodian may deduct from any distribution the taxes and governmental charges payable by holders and may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do not cover the taxes that are due.

The depositary bank may refuse to issue ADSs, to deliver, transfer, split and combine ADRs or to release securities on deposit until all taxes and charges are paid by the applicable holder. The depositary bank and the custodian may take reasonable administrative actions to obtain tax refunds and reduced tax withholding for any distributions on your behalf. However, you may be required to provide to the depositary bank and to the custodian proof of taxpayer status and residence and such other information as the depositary bank and the custodian may require to fulfill legal obligations. You are required to indemnify us, the depositary bank and the custodian for any claims with respect to taxes based on any tax benefit obtained for you.

Foreign Currency Conversion

The depositary bank will arrange for the conversion of all foreign currency received into U.S. dollars if such conversion is practical, and it will distribute the U.S. dollars in accordance with the terms of the deposit agreement. You may have to pay fees and expenses incurred in converting foreign currency, such as fees and expenses incurred in complying with currency exchange controls and other governmental requirements.

If the conversion of foreign currency is not practical or lawful, or if any required approvals are denied or not obtainable at a reasonable cost or within a reasonable period, the depositary bank may take the following actions in its discretion:

convert the foreign currency to the extent practical and lawful and distribute the U.S. dollars to the holders for whom the conversion and distribution is lawful and practical;
distribute the foreign currency to holders for whom the distribution is lawful and practical; or
hold the foreign currency (without liability for interest) for the applicable holders.

GLOBAL SECURITIES

What is a Global Security?

A global security may represent one or any other number of individual securities. Generally, all securities represented by the same global security will have the same terms. We may, however, issue a global security that represents multiple securities of the same kind, such as, for example, Senior Debt Securities, that have different terms and are issued at different times. We call this kind of global security a master global security. Your prospectus supplement will not indicate whether your securities are represented by a master global security.

A global security may not be transferred to or registered in the name of anyone other than the depositary or its nominee, unless special termination situations arise. We describe those situations below under ''—Special Situations When a Global Security Will Be Terminated.''

As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all securities represented by a global security, and investors will be permitted to own only indirect interests in a global security. Indirect interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented by a global security will not be a holder of the security, but only an indirect owner of an interest in the global security. If the prospectus supplement for a particular security indicates that the security will be issued in global form only, then the security will be represented by a global security at all times unless and until the global security is terminated. We describe the situations in which this can occur below under ''—Special Situations When a Global Security Will Be Terminated.'' If termination occurs, we may issue the securities through another book-entry clearing system or decide that the securities may no longer be held through any book-entry clearing system.

Depositary Arrangements

The Senior Debt Securities of a series and the Subordinated Debt Securities of a series may be represented in whole or in part by one or more global securities that will be registered in the name of, or in the name of a nominee of, and deposited with, or on behalf of, DTC or a common depositary for Euroclear and Clearstream (the ''depositary''). Global securities will be issued in registered form unless your prospectus supplement provides otherwise. Unless and until it is exchanged for securities in definitive form, any such global security may not be transferred except as a whole by the relevant depositary to its nominee, or vice versa, or by a nominee to another nominee of such depositary or, in either case, to a successor of such depositary or a nominee of such successor.

The specific terms of the depositary arrangement with respect to a series of Senior Debt Securities and Subordinated Debt Securities will be described in the related prospectus supplement. We anticipate that the following provisions will apply to all depositary arrangements.

Upon the issuance of a global security, the depositary for such global security or its nominee will credit the accounts of persons entitled thereto with the respective beneficial interests in the principal amounts of the debt securities represented by such global security. Such accounts shall be designated by the underwriters, dealers or agents with respect to the Senior Debt Securities or Subordinated Debt Securities, or by us if we offer and sell the Senior Debt Securities or Subordinated Debt Securities directly. Ownership of beneficial interests in a global security will be limited to persons that have accounts with the depositary for such global security or its nominee (such persons, ''participants'') or persons that may hold interests through participants. Ownership of beneficial interests in the global security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the depositary or its nominee (with respect to interests of participants) for such global

security and on the records of participants (with respect to interests of persons who hold interests through participants).

So long as the relevant depositary, or its nominee, is the registered owner of such global security, it will be considered the sole owner or holder of the relevant Senior Debt Securities and/or Subordinated Debt Securities represented by such global security for all purposes under the senior indenture and/or subordinated indenture. Except as provided below, owners of beneficial interests in a global security will not be entitled to have securities of the series represented by such global security registered in their names, will not receive or be entitled to receive physical delivery of securities of such series in definitive form and will not be considered the owners or holders thereof. Such owners of beneficial interests will not have the direct right to act upon any solicitation for actions from holders of the securities and will be permitted to act only to the extent appropriate proxies to do so from DTC, Euroclear or Clearstream, as applicable, have been received. Similarly, upon the occurrence of an event of default under the Senior Debt Securities or an event of default, default or solvency event under the Subordinated Debt Securities, unless and until securities in definitive form are issued, owners of beneficial interests in global securities will be restricted to acting only to the extent appropriate proxies have been received from DTC, Euroclear or Clearstream, as applicable.

Any payments of principal, interest or premium on Senior Debt Securities or Subordinated Debt Securities registered in the name of a depositary or its nominee will be made to it as the registered owner of the global security representing such securities. Neither we, nor any of the applicable trustees, paying agents or security registrars for such securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a global security for such securities or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

We expect that the depositary for a global security or its nominee, upon receipt of any payment of principal, interest or premium, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the debt securities of such series represented by such global security as shown on the records of such depositary or its nominee. We also expect that payments by participants to owners of beneficial interests in such global security held through such participants will be governed by standing instructions and customary practices, as is now the case with securities payable to bearer or registered in ''street name,'' and will be the responsibility of such participants.

Special Investor Considerations for Global Securities

As an indirect owner, an investor's rights relating to a global security will be governed by the account rules of the depositary and those of the investor's financial institution or other intermediary through which it holds its interest (e.g., Euroclear or Clearstream, if DTC is the depositary), as well as general laws relating to securities transfers. As discussed above, we do not recognize this type of investor or any intermediary as a holder of securities and instead deal only with the depositary that holds the global security.

Investors holding indirect interests in global securities should be aware of the following:

an investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below or as may be set forth in your prospectus supplement;
the laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair your ability to transfer beneficial interests in a global security;
an investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating to the securities;
an investor may not be able to sell interests in the securities to some insurance companies and other institutions that are required by law to own their securities in non-book-entry form or as may be described in your prospectus supplement;
in addition to restrictions imposed by applicable law, an investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;
the depositary's policies will govern payments, deliveries, transfers, exchanges, notices and other matters relating to an investor's interest in a global security, and those policies may change from time to time. We, the trustee and other agents will have no responsibility for any aspect of the depositary's policies, actions or records of ownership interests in a global security. We, the trustee and other agents also do not supervise the depositary in any way;
the depositary will require that those who purchase and sell interests in a global security within its book-entry system use immediately available funds and your broker or bank may require you to do so as well; and
financial institutions that participate in the depositary's book-entry system and through which an investor holds its interest in the global securities, directly or indirectly, may also have their own policies affecting payments, deliveries, transfers, exchanges, notices and other matters relating to the securities, and those policies may change from time to time. For example, if you hold an interest in a global security through Euroclear or Clearstream, when DTC is the depositary, Euroclear or Clearstream, as applicable, will require those who purchase and sell interests in that security through them to use immediately available funds and comply with other policies and procedures, including deadlines for giving instructions as to transactions that are to be effected on a particular day. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the policies or actions or records of ownership interests of any of those intermediaries.

Special Situations When a Global Security Will Be Terminated

If a depositary for a global security in respect of a series of Senior Debt Securities or Subordinated Debt Securities is at any time unwilling or unable to continue as depositary, and we do not appoint a successor depositary within 120 days, or in the event of our winding up we fail to make any payment on any Senior Debt Securities or Subordinated Debt Securities when due, and the applicable trustee has received notice from the registered owner of such global security requesting the exchange of a specified amount of such Senior Debt Securities or Subordinated Debt Securities for securities in definitive form, we will issue registered securities in respect of the Senior Debt Securities or Subordinated Debt Securities of such series in definitive form in exchange for the global security representing such series of Senior Debt Securities or Subordinated Debt Securities.

We may also at any time and in our sole discretion determine that the Senior Debt Securities or Subordinated Debt Securities of any series represented by one or more global securities shall no longer be represented by such global security or securities. In such event, we will issue registered securities in respect of the Senior Debt Securities or Subordinated Debt Securities of such series in definitive form. Further, if we so specify with respect to the Senior Debt Securities or Subordinated Debt Securities of a series, you may, on terms acceptable to us and the depositary for such global security, receive registered securities of such series in definitive form.

In any such instance, you will be entitled to physical delivery in definitive form of registered securities of the series of Senior Debt Securities or Subordinated Debt Securities represented by such global security, equal in principal amount to your beneficial interest, and to have such securities registered in your name.

Senior Debt Securities or Subordinated Debt Securities of any series so issued in definitive form will only be issued as registered securities in authorized minimum denominations and bearing any applicable restrictive legend. We believe that, for holders resident in the United States for tax purposes, there should be no tax consequences associated with an exchange of registered securities in global form for registered securities in definitive form.

If we issue Senior Debt Securities or Subordinated Debt Securities in definitive form in exchange for a particular global security, the relevant depositary, as holder of that global security, will surrender it against receipt of the Senior Debt Securities or Subordinated Debt Securities in definitive form, cancel the book-entry Senior Debt Securities or Subordinated Debt Securities of that series, and distribute through DTC, Euroclear or Clearstream, as the case may be, the Senior Debt Securities or Subordinated Debt Securities in definitive form of that series to the persons and in the amounts specified by DTC, Euroclear or Clearstream, as the case may be.

To the extent permitted by law, we, the applicable trustees, paying agents or security registrars shall be entitled to treat the person in whose name any Senior Debt Security or Subordinated Debt Security in definitive form is registered as the absolute owner. Payments in respect of a Senior Debt Security or Subordinated Debt Security in definitive form will be made to the person in whose name the definitive Senior Debt Security or Subordinated Debt Security is registered as it appears in the register for that series. They will be made by check mailed or delivered to the address of the person entitled thereto as such address shall appear in the security register or by wire transfer to an account maintained by the person entitled thereto as specified in the security register. In the event of a redemption, Senior Debt Securities or Subordinated Debt Securities issued in definitive form should be presented to the applicable paying agent for redemption.

Holders of Senior Debt Securities or Subordinated Debt Securities in definitive form will have the direct right to act upon any solicitation for actions from holders of the Senior Debt Securities or Subordinated Debt Securities, including upon the occurrence of an event of default under the Senior Debt Securities or an event of default, default or solvency event under the Subordinated Debt Securities, and will not be required to rely upon receipt of proxies from DTC, Euroclear or Clearstream.

Securities in registered form may be broken into more securities of smaller denominations (but not into denominations smaller than any minimum denomination applicable to the securities) or combined into fewer securities of larger denominations, as long as the total principal amount is not changed. This is called an ''exchange.'' Senior Debt Securities or Subordinated Debt Securities of any series issued in definitive form will be exchangeable for other Senior Debt Securities or Subordinated Debt Securities of the same series, of a like aggregate principal amount and tenor and of different authorized denominations. A Senior Debt Security or Subordinated Debt Security issued in definitive form may be presented for registration of transfer (with the form of transfer duly executed), at the office of the security registrar or at the office of any transfer agent we designate for such purpose with respect to any series of debt securities and referred to in an applicable prospectus supplement, without service charge but subject to payment of any taxes and other governmental charges as described in the applicable indenture. Such transfer or exchange will be effected after the security registrar or transfer agent, as the case may be, is satisfied with the documents of title and identity of the person making the request. We have initially appointed the senior trustee and the subordinated trustee as the security registrars under the relevant indentures. If a prospectus supplement refers to any transfer agents (in addition to the security registrar) that we have initially designated with respect to any series of debt securities, we may at any time rescind the designation of any such transfer agent or approve a change in the location through which any such transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for such series. We may at any time designate additional transfer agents with respect to any series of debt securities.

If the Senior Debt Securities of a series or the Subordinated Debt Securities of a series are redeemed in part, we will not be required to:

issue, register the transfer of or exchange the securities of any such series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of securities of that series selected to be redeemed and ending at the close of business on the day of mailing of the relevant notice of redemption or
register the transfer of or exchange any registered security, or portion thereof, called for redemption, except the unredeemed portion of any registered security being redeemed in part.

CLEARANCE AND SETTLEMENT

Senior Debt Securities or Subordinated Debt Securities we issue may be held through one or more international and domestic clearing systems. The principal clearing systems we will use are the book-entry systems operated by DTC, Clearstream and Euroclear. These systems have established electronic securities and payment transfer, processing, depositary and custodial links among themselves and others, either directly or through custodians and depositaries. These links allow securities to be issued, held and transferred among the clearing systems without the physical transfer of certificates.

Special procedures to facilitate clearance and settlement have been established among these clearing systems to trade securities across borders in the secondary market. Where payments for debt securities we issue in global form will be made in U.S. dollars, these procedures can be used for crossmarket transfers and the debt securities will be cleared and settled on a delivery against payment basis.

Global securities will be registered in the name of and deposited with a nominee for, and accepted for settlement and clearance by, one or more of DTC and a common depositary for Euroclear and Clearstream, and any other clearing system identified in the applicable prospectus supplement.

Cross-market transfers of securities that are not in global form may be cleared and settled in accordance with other procedures that may be established among the clearing systems for these securities. Investors in debt securities that are issued outside of the United States, its territories and possessions must initially hold their interests through Euroclear, Clearstream or the clearing system that is described in the applicable prospectus supplement. The policies of DTC, Euroclear and Clearstream will govern payments, transfers, exchange and other matters relating to the investor's interest in debt securities held by them. This is also true for any other clearing system that may be named in a prospectus supplement.

The policies of DTC, Euroclear and Clearstream will govern payments, transfers, exchange and other matters relating to investors' interests in debt securities held by them. This is also true for any other clearing system that may be named in a prospectus supplement.

Neither we, nor any trustee, paying agent or registrar have any responsibility for any aspect of the actions of DTC, Euroclear and Clearstream or any of their direct or indirect participants or accountholders. Neither we, nor any trustee, paying agent or registrar have any responsibility for any aspect of the records kept by DTC, Euroclear and Clearstream or any of their direct or indirect participants or accountholders. Neither we, nor any trustee, paying agent or registrar supervise these systems in any way. This is also true for any other clearing system indicated in a prospectus supplement.

DTC, Euroclear and Clearstream and their participants and accountholders perform these clearance and settlement functions under agreements they have made with one another or with their customers. You should be aware that they are not obligated to perform these procedures and may modify them or discontinue them at any time.

The description of the clearing systems in this section reflects our understanding of the rules and procedures of DTC, Clearstream and Euroclear as they are currently in effect. Those systems could change their rules and procedures at any time.

The Clearing Systems

DTC

DTC has advised us as follows:

DTC is:
(a) a limited purpose trust company organized under the laws of the State of New York,
(b) a ''banking corporation'' within the meaning of New York Banking Law,
(c) a member of the Federal Reserve System,
(d) a ''clearing corporation'' within the meaning of the Uniform Commercial Code and
(e) a ''clearing agency'' registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.
DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes to accounts of its participants. This eliminates the need for physical movement of certificates.
Participants in DTC include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. DTC is partially owned by some of these participants or their representatives.
Indirect access to the DTC system is also available to banks, brokers, dealers and trust companies that have relationships with participants.
The rules applicable to DTC and DTC participants are on file with the SEC.

Clearstream

Clearstream has advised us as follows:

Clearstream is a duly licensed bank organized as a societ´ e anonyme incorporated under the laws ´ of Luxembourg and is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier).
Clearstream holds securities for its customers and facilitates the clearance and settlement of securities transactions among them. It does so through electronic book-entry charges to the accounts of its customers. This eliminates the need for physical movement of certificates.
Clearstream provides other services to its accountholders, including safekeeping, administration, clearance and settlement of internationally traded securities and lending and borrowing of securities.
Clearstream's customers include worldwide securities brokers and dealers, banks, trust companies and clearing corporations and may include professional financial intermediaries. Its U.S. customers are limited to securities brokers and dealers and banks.
Indirect access to the Clearstream system is also available to others that clear through Clearstream customers or that have custodial relationships with its customers, such as banks, brokers, dealers and trust companies.

Euroclear

Euroclear has advised us as follows:

Euroclear is incorporated under the laws of Belgium as a bank and is subject to regulation by the Belgian Banking and Finance Commission (Commission Bancaire et Financiere ` ) and the National Bank of Belgium (Banque Nationale de Belgique).
Euroclear holds securities for its customers and facilitates the clearance and settlement of securities transactions among them. It does so through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates.
Euroclear provides other services to its customers, including credit custody, lending and borrowing of securities and tri-party collateral management. It interfaces with the domestic markets of several other countries.
Euroclear customers include banks, including central banks, securities brokers and dealers, trust companies and clearing corporations and may include certain other professional financial intermediaries.
Indirect access to the Euroclear system is also available to others that clear through Euroclear customers or that have relationships with Euroclear accountholders.
All securities in Euroclear are held on a fungible basis. This means that specific certificates are not matched to specific securities clearance accounts.

Other Clearing Systems

We may choose any other clearing system for a particular series of debt securities. The clearance and settlement procedures for the clearing system we choose will be described in the applicable prospectus supplement.

Primary Distribution

The distribution of the debt securities will be cleared through one or more of the clearing systems that we have described above or any other clearing system that is specified in the applicable prospectus supplement. Payment for debt securities will be made on a delivery versus payment or free delivery basis. These payment procedures will be more fully described in the applicable prospectus supplement.

Clearance and settlement procedures may vary from one series of debt securities to another according to the currency that is chosen for the specific series of debt securities. Customary clearance and settlement procedures are described below.

We will submit applications to the relevant system or systems for the debt securities to be accepted for clearance. The clearance numbers that are applicable to each clearance system will be specified in the prospectus supplement.

Clearance and Settlement Procedures—DTC

DTC participants that hold debt securities through DTC on behalf of investors will follow the settlement practices applicable to U.S. corporate debt obligations in DTC's Same-Day Funds Settlement System.

Debt securities will be credited to the securities custody accounts of these DTC participants against payment in same-day funds, for payments in U.S. dollars, on the settlement date. For payments in a currency other than U.S. dollars, debt securities will be credited free of payment on the settlement date.

Clearance and Settlement Procedures—Euroclear and Clearstream

We understand that investors that hold their debt securities through Euroclear or Clearstream accounts will follow the settlement procedures that are applicable to conventional Eurobonds in registered form, or such other procedures as are applicable for other securities.

Debt securities will be credited to the securities custody accounts of Euroclear and Clearstream accountholders on the business day following the settlement date, for value on the settlement date. They will be credited either free of payment or against payment for value on the settlement date.

Secondary Market Trading

Trading between DTC Participants

Secondary market trading of the debt securities between DTC participants will occur in the ordinary way in accordance with DTC's rules. Secondary market trading will be settled using procedures applicable to U.S. corporate debt obligations in DTC's Same-Day Funds Settlement System for debt securities.

If payment is made in U.S. dollars, settlement will be in same-day funds. If payment is made in a currency other than U.S. dollars, settlement will be free of payment. If payment is made other than in U.S. dollars, separate payment arrangements outside of the DTC system must be made between the DTC participants involved.

Trading between Euroclear and/or Clearstream Accountholders

We understand that secondary market trading between Euroclear and/or Clearstream accountholders will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream. Secondary market trading will be settled using procedures applicable to conventional Eurobonds in registered form.

Trading between a DTC Seller and a Euroclear or Clearstream Purchaser

A purchaser of debt securities that are held in the account of a DTC participant must send instructions to Euroclear or Clearstream at least one business day prior to settlement. The instructions will provide for the transfer of the debt securities from the selling DTC participant's account to the account of the purchasing Euroclear or Clearstream accountholder. Euroclear or Clearstream, as the case may be, will then instruct the common depositary for Euroclear and Clearstream to receive the debt securities either against payment by the common depositary or free of payment.

The beneficial interests in the debt securities will be credited by DTC to the common depositary. Euroclear or Clearstream, as applicable, will then credit the account of the participant, following its usual procedures. Credit for the debt securities will appear on the next day, European time. Cash debit will be back-valued to, and the interest on the debt securities will accrue from, the value date, which would be the preceding day, when settlement occurs in New York. If the trade fails and settlement is not completed on the intended date, the Euroclear or Clearstream cash debit will be valued as of the actual settlement date instead.

Euroclear or Clearstream accountholders will need the funds necessary to process same-day funds settlement. The most direct means of doing this is to preposition funds for settlement, either from cash or from existing lines of credit, as for any settlement occurring within Euroclear or Clearstream. Under this approach, accountholders may take on credit exposure to Euroclear or Clearstream until the debt securities are credited to their accounts one business day later.

As an alternative, if Euroclear or Clearstream has extended a line of credit to them, accountholders can choose not to preposition funds and will instead allow that credit line to be drawn upon to finance settlement. Under this procedure, Euroclear or Clearstream accountholders purchasing debt securities would incur overdraft charges for one business day (assuming they cleared the overdraft as soon as the debt securities were credited to their accounts). However, interest on the debt securities would accrue from the value date. Therefore, in many cases, the investment income on debt securities that is earned during that one business day period may substantially reduce or offset the amount of the overdraft charges. This result will, however, depend on each accountholder's particular cost of funds.

Because the settlement will take place during New York business hours, DTC participants will use their usual procedures to deliver debt securities to the common depositary on behalf of Euroclear or

Clearstream accountholders. The sale proceeds will be available to the DTC seller on the settlement date. For the DTC participants, then, a cross-market transaction will settle no differently than a trade between two DTC participants.

Special Timing Considerations

You should be aware that investors will only be able to make and receive deliveries, payments and other communications involving the debt securities through Clearstream and Euroclear on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.

In addition, because of time-zone differences, there may be problems with completing transactions involving Clearstream and Euroclear on the same business day as in the United States. U.S. investors who wish to transfer their interests in the debt securities, or to receive or make a payment or delivery of the debt securities, on a particular day, may find that the transactions will not be performed until the next business day in Luxembourg or Brussels, depending on whether Clearstream or Euroclear is used.

TAXATION

Your prospectus supplement will include a description of the material tax consequences of acquiring, owning and disposing of the securities under U.S. federal and U.K. income tax laws.

PLAN OF DISTRIBUTION

We may sell the securities:

through underwriters,
through dealers,
through agents or
directly to purchasers.

The prospectus supplement with respect to the securities being offered thereby will set forth the terms of the offering of such securities, including the names of any underwriters, dealers or agents involved in the sale of such securities, the principal amounts or number of securities, as the case may be, to be purchased by any such underwriters, any applicable commissions or discounts, and any securities exchanges on which the securities may be listed. The expenses we incur in connection with the issuance and distribution of the securities and the net proceeds to us will also be set forth in the prospectus supplement.

If underwriters are used in the sale, the securities being sold will be acquired by the underwriters for their own account and distribution of the securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Unless otherwise set forth in the prospectus supplement with respect to the securities being offered thereby, the obligations of the underwriters to purchase such securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all such securities if any of such securities are purchased. The initial public offering price of any securities and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

If dealers are used in the sale, unless otherwise indicated in the prospectus supplement with respect to the securities being offered thereby, we will sell such securities to the dealers as principals. The dealers may then resell such securities to the public at varying prices to be determined by such dealers at the time of resale.

Securities may also be sold through agents that we designate from time to time, or directly by us. Any agent involved in the offering and sale of the securities in respect of which this prospectus is being delivered will be named, and any commissions payable by us to such agent will be set forth, in the prospectus supplement with respect to such securities. Unless otherwise indicated in such prospectus supplement, any such agent will be acting on a best efforts basis for the period of its appointment.

Underwriters, dealers and agents who participate in the distribution of the securities may be entitled under agreements entered into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which the underwriters, dealers or agents may be required to make in respect thereof. Underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, Prudential plc in the ordinary course of business.

To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain, or otherwise affect the price of the securities. These may include over-allotment, stabilization, syndicate short covering transactions and penalty bids. Over-allotment involves sales in excess of the offering size, which creates a short position. Stabilizing transactions involve bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Syndicate short covering transactions involve purchases of securities in the open market after the distribution has been completed in order to cover syndicate short positions. Penalty bids permit the underwriters to reclaim selling concessions from dealers when the securities originally sold by the

dealers are purchased in covering transactions to cover syndicate short positions. These transactions may cause the price of the securities sold in an offering to be higher than it would otherwise be. These transactions, if commenced, may be continued by the persons participating in the offering at any time.

In the event that securities of any series are not listed on a U.S. national securities exchange, certain broker-dealers may make a market in such securities but will not be obligated to do so and may discontinue market making at any time without notice. We cannot assure you that any broker-dealer will make a market in securities of any series or as to the liquidity of the trading market for such securities.

LEGAL OPINIONS

Certain legal matters in connection with the securities to be offered hereby will be passed upon for us by Cleary Gottlieb Steen & Hamilton LLP, London, England, our U.S. counsel, and by Slaughter and May, our English solicitors, and for the underwriters, dealers or agents by Cravath, Swaine & Moore LLP, London, England, their U.S. counsel, and by Allen & Overy LLP, their English solicitors.

EXPERTS

The consolidated financial statements and condensed financial statement schedule of Prudential plc and its subsidiaries as of December 31, 2010 and 2009, and for each of the years in the three-year period ended December 31, 2010, and management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2010 have been incorporated by reference herein in reliance upon the reports of KPMG Audit Plc, independent registered public accounting firm, incorporated by reference herein, and upon authority of said firm as experts in accounting and auditing.

No dealer, salesperson or any other person has been authorized to give any information or to make any representations other than those contained or incorporated by reference in this prospectus in connection with the offer made by this prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by Prudential plc or any of the underwriters, dealers or agents. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstance create an implication that there has been no change in the affairs of Prudential plc since the date hereof. This prospectus does not constitute an offer or solicitation by anyone in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.

All dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Prudential plc

Senior Debt Securities

Subordinated Debt Securities

Preference Shares

American Depositary Shares

Prospectus

September 30, 2011

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 8. Indemnification of Directors and Officers

Article 196 of Prudential's articles of association provides:

''The Company may indemnify any director, officer or employee of the Company or of any associated company against any liability and may purchase and maintain for any director, officer or employee of the Company or of any associated company insurance against any liability. No director of the Company or of any associated company shall be accountable to the Company or the members for any benefit provided pursuant to this Article and the receipt of any such benefit shall not disqualify any person from being or becoming a director of the Company.''

Article 151 of Prudential's articles of association provides:

''Without prejudice to the provisions of Article 196, the board may exercise all the powers of the Company to purchase and maintain insurance for or for the benefit of any person who is or was:

(a) a director, officer or employee of the Company, or any body which is or was the holding company or subsidiary undertaking of the Company, or in which the Company or such holding company or subsidiary undertaking has or had any interest (whether direct or indirect) or with which the Company or such holding company or subsidiary undertaking is or was in any way allied or associated; or
(b) a trustee of any pension fund in which employees of the Company or any other body referred to in Article 151(a) is or has been interested,

including without limitation insurance against any liability incurred by such person in respect of any act or omission in the actual or purported execution or discharge of his duties or in the exercise or purported exercise of his powers or otherwise in relation to his duties, powers or offices in relation to the relevant body or fund.''

Sections 232 to 236 of the Companies Act 2006 provide as follows:

''232. Provisions protecting directors from liability

(1) Any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.
(2) Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company, or of an associated company, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is void, except as permitted by—
(a) section 233 (provision of insurance),
(b) section 234 (qualifying third party indemnity provision), or
(c) section 235 (qualifying pension scheme indemnity provision).
(3) This section applies to any provision, whether contained in a company's articles or in any contract with the company or otherwise.
(4) Nothing in this section prevents a company's articles from making such provision as has previously been lawful for dealing with conflicts of interest.

233. Provision of insurance

Section 232(2) (voidness of provisions for indemnifying directors) does not prevent a company from purchasing and maintaining for a director of the company, or of an associated company, insurance against any such liability as is mentioned in that subsection.

234. Qualifying third party indemnity provision

(1) Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying third party indemnity provision.
(2) Third party indemnity provision means provision for indemnity against liability incurred by the director to a person other than the company or an associated company.

Such provision is qualifying third party indemnity provision if the following requirements are met.

(3) The provision must not provide any indemnity against—
(a) any liability of the director to pay—
- (i) a fine imposed in criminal proceedings, or
- (ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or
(b) any liability incurred by the director—
- (i) in defending criminal proceedings in which he is convicted, or
- (ii) in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him, or
- (iii) in connection with an application for relief (see subsection (6)) in which the court refuses to grant him relief.
(4) The references in subsection (3)(b) to a conviction, judgment or refusal of relief are the final decision in the proceedings.
(5) For this purpose—
(a) a conviction, judgment or refusal of relief becomes final—
- (i) if not appealed against, at the end of the period for bringing an appeal, or
- (ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of; and
(b) an appeal is disposed of—
- (i) if it is determined and the period for bringing any further appeal has ended, or
- (ii) if it is abandoned or otherwise ceases to have effect.
(6) The reference in subsection (3)(b)(iii) to an application for relief is to an application for relief under section 661(3) or (4) (power of court to grant relief in case of acquisition of shares by innocent nominee), or section 1157 (general power of court to grant relief in case of honest and reasonable conduct).

235. Qualifying pension scheme indemnity provision

(1) Section 232(2) (voidness of provisions for indemnifying directors) does not apply to a qualifying pension scheme indemnity provision.
(2) Pension scheme indemnity provision means provision indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company's activities as trustee of the scheme.

Such provision is qualifying pension scheme indemnity provision if the following requirements are met.

(3) The provision must not provide any indemnity against—
(a) any liability of the director to pay—
- (i) a fine imposed in criminal proceedings, or
- (ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or
(b) any liability incurred by the director in defending criminal proceedings in which he is convicted.
(4) The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings.
(5) For this purpose—
(a) a conviction becomes final—
- (i) if not appealed against, at the end of the period for bringing an appeal, or
- (ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of; and
(b) an appeal is disposed of—
- (i) if it is determined and the period for bringing any further appeal has ended, or
- (ii) if it is abandoned or otherwise ceases to have effect.
(6) In this section ''occupational pension scheme'' means an occupational pension scheme as defined in section 150(5) of the Finance Act 2004 (c 12) that is established under a trust.
236. Qualifying indemnity provision to be disclosed in a directors' report
(1) This section requires disclosure in directors' report of—
(a) qualifying third party indemnity provision, and
(b) qualifying pension scheme indemnity provision.

Such provision is referred to in this section as ''qualifying indemnity provision''.

(2) If when a directors' report is approved any qualifying indemnity provision (whether made by the company or otherwise) is in force for the benefit of one or more directors of the company, the report must state that such provision is in force.
(3) If at any time during the financial year to which a directors' report relates any such provision was in force for the benefit of one or more persons who were then directors of the company, the report must state that such provision was in force.
(4) If when a directors' report is approved qualifying indemnity provision made by the company is in force for the benefit of one or more directors of an associated company, the report must state that such provision is in force.
(5) If at any time during the financial year to which a directors' report relates any such provision was in force for the benefit of one or more persons who were then directors of an associated company, the report must state that such provision was in force''.
Section 1157 of the Companies Act 2006 provides as follows:
''1157. Power of court to grant relief in certain cases:
(1) If in proceedings for negligence, default, breach of duty or breach of trust against—
(a) an officer of a company, or
(b) a person employed by a company as auditor (whether he is or is not an officer of the company),

it appears to the court hearing the case that the officer or person is or may be liable but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused, the court may relieve him, either wholly or in part, from his liability on such terms as it thinks fit.

(2) If any such officer or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default breach of duty or breach of trust—
(a) he may apply to the court for relief, and
(b) the court has the same power to relieve him as it would have had if it had been a court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought.
(3) Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant (in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper''.

The Registrant has arranged appropriate insurance cover in respect of legal action against directors and senior managers of the Registrant and its consolidated subsidiaries. The Registrant also provides protections for its and its consolidated subsidiaries' directors and senior managers against personal financial exposure they may incur in their capacity as such. These include qualifying third party indemnity provisions for the benefit of directors of the Registrant and other such persons, including, where applicable, in their capacity as directors of the Registrant's consolidated subsidiaries.

Item 9. Exhibits

Number Description 1 Form of Underwriting Agreement. 3 Articles of Association of the Registrant.* 4.1 Indenture relating to the senior debt securities dated as of September 8, 2008 between Prudential plc and Wilmington Trust Company.**

Number Description

4.2 Indenture relating to the subordinated debt securities dated as of September 8, 2008 between Prudential plc and Deutsche Bank Trust Company Americas.**
4.3 Form of global share warrant representing preference shares in bearer form.***
4.4 Form of share certificate representing preference shares in registered form.***
4.5 Form of ADR Deposit Agreement.***
5.1 Opinion of Cleary Gottlieb Steen & Hamilton LLP, U.S. counsel to the Registrant.
5.2 Opinion of Slaughter and May, English solicitors to the Registrant.
12 Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of KPMG Audit Plc.
23.2 Consent of Cleary Gottlieb Steen & Hamilton LLP (included in 5.1 above).
23.3 Consent of Slaughter and May (included in 5.2 above).
25.1 Statement of Eligibility of Wilmington Trust Company, as Trustee on Form T-1 with respect to 4.1 above.
25.2 Statement of Eligibility of Deutsche Bank Trust Company Americas, as Trustee on Form T-1 with respect to 4.2 above.
** Filed as an exhibit to Registration Statement No. 333-153367 and incorporated herein by reference.
*** Filed as an exhibit to Registration Statement No. 333-117208 and incorporated herein by reference.

Item 10. Undertakings

(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
- (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
- (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the ''Calculation of Registration Fee'' table in the effective Registration Statement; and
- (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

^* Incorporated by reference to the Annual Report on Form 20-F (File No. 1-15040) previously filed by Prudential plc with the Securities and Exchange Commission on June 22, 2010.

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) To file a post-effective amendment to the Registration Statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to the Registration Statement, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Item 8.A. of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the Registration Statement as of the date the filed prospectus was deemed part of and included in the Registration Statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the Registration Statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the Registration Statement relating to the securities in the Registration Statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the Registration Statement or made in a document incorporated or deemed incorporated by reference into the Registration Statement or prospectus that is part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the Registration Statement or prospectus that

was part of the Registration Statement or made in any such document immediately prior to such effective date.

(6) That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of an undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England, on September 30, 2011.

PRUDENTIAL PLC

By: /s/ TIDJANE THIAM

Name: Tidjane Thiam Title: Group Chief Executive

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ HARVEY MCGRATH	Chairman	September 30, 2011
Harvey McGrath
/s/ TIDJANE THIAM	Group Chief Executive, Executive Director	September 30, 2011
Tidjane Thiam
/s/ NICOLAOS NICANDROU	Chief Financial Officer, Executive Director	September 30, 2011
Nicolaos Nicandrou
/s/ ROBERT DEVEY	Executive Director	September 30, 2011
Robert Devey
/s/ JOHN FOLEY	Executive Director	September 30, 2011
John Foley
/s/ MICHAEL MCLINTOCK	Executive Director	September 30, 2011
Michael McLintock
/s/ BARRY STOWE
Barry Stowe	Executive Director	September 30, 2011
/s/ MICHAEL WELLS
Michael Wells	Executive Director	September 30, 2011

Signature	Title	Date
Keki Dadiseth	Non-Executive Director
/s/ SIR HOWARD DAVIES Sir Howard Davies	Non-Executive Director	September 30, 2011
/s/ MICHAEL GARRETT Michael Garrett	Non-Executive Director	September 30, 2011
/s/ ANN GODBEHERE Ann Godbehere	Non-Executive Director	September 30, 2011
/s/ BRIDGET MACASKILL Bridget Macaskill	Non-Executive Director	September 30, 2011
/s/ PAUL MANDUCA Paul Manduca	Non-Executive Director	September 30, 2011
/s/ KATHLEEN O'DONOVAN Kathleen O'Donovan	Non-Executive Director	September 30, 2011
/s/ LORD ANDREW TURNBULL Lord Andrew Turnbull	Non-Executive Director	September 30, 2011
/s/ MICHAEL WELLS Michael Wells	Authorized Representative in the United States	September 30, 2011

EXHIBIT INDEX

Number	Description
1	Form of Underwriting Agreement.
3	Articles of Association of the Registrant.*
4.1	Indenture relating to the senior debt securities dated as of September 8, 2008 between Prudential plc and Wilmington Trust Company.**
4.2	Indenture relating to the subordinated debt securities dated as of September 8, 2008 between Prudential plc and Deutsche Bank Trust Company Americas.**
4.3	Form of global share warrant representing preference shares in bearer form.***
4.4	Form of share certificate representing preference shares in registered form.***
4.5	Form of ADR Deposit Agreement.***
5.1	Opinion of Cleary Gottlieb Steen & Hamilton LLP, U.S. counsel to the Registrant.
5.2	Opinion of Slaughter and May, English solicitors to the Registrant.
12	Computation of Ratio of Earnings to Fixed Charges.
23.1	Consent of KPMG Audit Plc.
23.2	Consent of Cleary Gottlieb Steen & Hamilton LLP (included in 5.1 above).
23.3	Consent of Slaughter and May (included in 5.2 above).
25.1	Statement of Eligibility of Wilmington Trust Company, as Trustee on Form T-1 with respect to 4.1 above.
25.2	Statement of Eligibility of Deutsche Bank Trust Company Americas, as Trustee on Form T-1

^* Incorporated by reference to the Annual Report on Form 20-F (File No. 1-15040) previously filed by Prudential plc with the Securities and Exchange Commission on June 22, 2010.

with respect to 4.2 above.

^** Filed as an exhibit to Registration Statement No. 333-153367 and incorporated herein by reference.

^*** Filed as an exhibit to Registration Statement No. 333-117208 and incorporated herein by reference.

Exhibit 1

PRUDENTIAL PLC

[Debt Securities]

[Preference Shares]

Underwriting Agreement

[Date]

[Names of Representative(s)]

Ladies and Gentlemen:

From time to time Prudential plc, a public limited company organized under the laws of England and Wales (the "Company"), proposes to enter into one or more Pricing Agreements (each a "Pricing Agreement") in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the "Underwriters" with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the "Debt Securities") and/or American Depositary Shares ("ADSs"), each ADS representing one of the Company's U.S. Dollar-denominated preference shares nominal value at \$.01 each (the "Preference Shares" and, together with the Debt Securities, the "Securities") in each case as specified in Schedule II to such Pricing Agreement. The Debt Securities and the Preference Shares relating to any particular Pricing Agreement are referred to herein as the "Designated Debt Securities" and the "Designated Shares", respectively, and collectively as the "Designated Securities".

The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto. The Designated Debt Securities will be issued in or pursuant to either a senior debt indenture ("Senior Debt Indenture") or a subordinated debt indenture ("Subordinated Debt Indenture" and together with the Senior Debt Indenture, the "Indentures"). The term "Indenture" when used herein, refers to the relevant indenture identified in the related Pricing Agreement.

The Company will deposit on behalf of the Representatives (as defined below) all or any portion of the Preference Shares to be purchased by them hereunder pursuant to the Deposit Agreement, dated as of August 6, 2004 and as amended from time to time (the "Deposit Agreement"), among the Company, Citibank, N.A., as depositary (the "Depositary"), and all holders and beneficial owners of the ADSs evidenced by American Depositary Receipts (the "ADRs") issued thereunder. Upon deposit of any Preference Shares, the Depositary will issue the ADSs representing the Preference Shares so deposited. Each ADS will represent one Preference Share and each ADR may represent any number of ADSs.

Sale and Purchase: Particular sales of Designated Securities may be made from time to time to the Underwriters of such Designated Securities, for whom the firms designated as representatives of the Underwriters of such Designated Securities in the Pricing Agreement relating thereto will act as representatives (the "Representatives"). The term "Representatives" also refers to a single firm acting as sole representative of the Underwriters and to an Underwriter or Underwriters who act without any firm being designated as its or their representatives. This Underwriting Agreement shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase the Securities. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company such amount of Designated Securities as shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount, liquidation preference, or number of such Designated Securities, as applicable, to be sold, the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the combined sales, management and underwriting commission, if any, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters and

the principal amount, liquidation preference or number of such Designated Securities, as applicable, to be purchased by each Underwriter, and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the registration statement and prospectus with respect thereto) the terms of the Designated Securities. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of facsimile communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under each Pricing Agreement shall be several and not joint. The time and date of the execution of the Pricing Agreement entered into in connection with the offering of any Designated Securities is hereinafter referred to as the "Execution Time".

Upon the execution of the Pricing Agreement applicable to any Designated Securities and authorization by the Representatives of the release of such Designated Securities, the several Underwriters propose to offer such Designated Securities for sale upon the terms and conditions set forth in the Prospectus and any Preliminary Prospectus Supplement, Final Prospectus Supplement or Final Term Sheet, each as hereinafter defined.

Designated Securities to be purchased by each Underwriter pursuant to the Pricing Agreement relating thereto, in the form specified in such Pricing Agreement, and in such authorized denominations and registered in such names as the Representatives may request upon notice to the Company at least forty-eight hours prior to the Time of Delivery, shall be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter against payment by such Underwriter or on its behalf of the Net Proceeds of such Designated Securities set forth in the Pricing Agreement, all in the manner and at the place, time and date specified in such Pricing Agreement or at such other place and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the "Time of Delivery" for such Designated Securities.

In addition, the Company may grant to the several Underwriters in a Pricing Agreement the option to purchase, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, severally and not jointly, from the Company, ratably in accordance with the aggregate principal amount, liquidation preference, or number of Designated Securities, as applicable, to be purchased by each of them, all or a portion of an additional amount of Designated Securities (the "Additional Designated Securities") as may be necessary to cover over-allotments made in connection with the offering of the Designated Securities, in such amount, at such purchase price and during such period and on such other terms as shall be set forth in the Pricing Agreement. If granted, this option may be exercised by the Representatives on behalf of the several Underwriters at any time (but not more than once) on or before the thirtieth day following the date of the Pricing Agreement, by written notice to the Company. Such notice shall set forth the aggregate principal amount, liquidation preference, or number of Additional Designated Securities, as applicable, as to which the option is being exercised, and the date and time when the Additional Designated Securities are to be delivered (such date and time being herein referred to as the additional Time of Delivery); provided, however, that the additional Time of Delivery shall not be earlier than the Time of Delivery (as defined above) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. (As used in this Agreement and in any Pricing Agreement, unless otherwise specified therein, "business day" shall mean a day on which the New York Stock Exchange and the London Stock Exchange are open for trading.) The principal amount, liquidation preference, or number of Additional Designated Securities, as applicable, to be sold to each Underwriter shall be equal to that principal amount, liquidation preference, or number of Additional Designated Securities, as applicable, which bears the same proportion to the aggregate principal amount, liquidation preference, or number of Additional Designated Securities, as applicable, being purchased as the principal amount, liquidation preference, or number of Designated Securities purchased by each such Underwriter, as set forth in the Pricing Agreement, bears to the aggregate principal amount, liquidation preference, or number of Designated Securities purchased (subject, in each case, to such adjustment as the Representatives may determine to eliminate Additional Designated Securities not in multiples of \$1,000).

The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form F-3 (No. 333-[ ]) and related base prospectus for the registration of the Securities in accordance with the provisions of the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (the "1933 Act"). In addition, the Company has prepared and filed with the Commission a registration statement on Form F-6 (No. 333-117706) and a related prospectus for the registration under the 1933 Act of the ADSs.

Any reference herein to the Registration Statement, the Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3, which were filed under the 1934 Act on or before the Effective Date of such Registration Statement or the issue date of such Prospectus, Preliminary Prospectus Supplement or Final Prospectus Supplement, as the case may be; and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the 1934 Act after the Effective Date of such Registration Statement or the issue date of such Prospectus, Preliminary Prospectus Supplement or Final Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference.

The terms that follow, when used in this Agreement, shall have the meanings indicated:

"1934 Act" shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

"1939 Act" shall mean the U.S. Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.

"Disclosure Package" shall mean (i) the Prospectus, as amended and supplemented, (ii) the Preliminary Prospectus Supplement, if any, used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III to the relevant Pricing Agreement, (iv) the Final Term Sheet, and (v) any other Free Writing Prospectus that the parties hereto expressly agree in writing to treat as part of the Disclosure Package.

"Effective Date" shall mean each date and time that the Registration Statement and any post-effective amendment or amendments thereto became or become effective.

"Final Prospectus Supplement" shall mean the prospectus supplement relating to the Designated Securities that was first filed pursuant to Rule 424(b) under the 1933 Act after the Execution Time, together with the Prospectus.

"Final Term Sheet" shall mean a final term sheet that is prepared by the Company and filed with the Commission pursuant to Section 3(j) hereof containing solely a description of the Designated Securities, in a form approved by the Representatives.

"Free Writing Prospectus" shall mean a free writing prospectus, as defined in Section 405 of the 1933 Act.

"Initial Sale Time" shall have the meaning ascribed to it in Schedule II to the relevant Pricing Agreement.

"Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433 under the 1933

Act.

"Preliminary Prospectus Supplement" shall mean any preliminary prospectus supplement to the Prospectus which describes the Designated Securities and the offering thereof and is used prior to filing of the Final Prospectus Supplement, together with the Prospectus.

"Prospectus" shall mean the prospectus contained in the Registration Statement at the Execution Time.

"Registration Statement" shall mean the registration statement for the registration of the Securities referred to above, including exhibits and financial statements and any prospectus supplement relating to the Designated Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended at each Effective Date and, in the event any post-effective amendment thereto shall have been filed, shall mean such registration statement as so amended.

The registration statement on Form F-6 for the registration of the ADSs evidenced by ADRs, as it was declared effective by the Commission, and the prospectus included therein are hereinafter called the "ADR Registration Statement" and the "ADR Prospectus", respectively.

Representations and Warranties of the Company: The Company represents and warrants to, and agrees with, each of the Underwriters that:

(a) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the 1933 Act) made any offer relating to the Designated Securities in reliance on the exemption of Rule 163 under the 1933 Act, and (iv) at the Execution Time, the Company was and is a "well-known seasoned issuer" as defined in Rule 405 under the 1933 Act; and (v) at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the 1933 Act) of the Designated Securities and (vi) as of the Execution Time (with such date being used as the determination date for purposes of this clause (vi)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405 under the 1933 Act), without taking account of any determination by the Commission pursuant to Rule 405 under the 1933 Act that it is not necessary that the Company be considered an Ineligible Issuer. The Registration Statement is an "automatic shelf registration statement," as defined in Rule 405 under the 1933 Act. The Company agrees to pay the required SEC filing fees relating to the Securities within the time required by Rule 456(b)(1) under the 1933 Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the 1933 Act.

(b) The Registration Statement, at the Execution Time, had become effective and meets the requirements set forth in Rule 415(a)(1)(x) under the 1933 Act; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission.

(c) On the Effective Date, the Registration Statement did, and when the Final Prospectus Supplement is first filed in accordance with Rule 424(b) under the 1933 Act and at the Time of Delivery, the Final Prospectus Supplement (and any supplement thereto) will, comply in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the 1939 Act and the respective rules and regulations thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and at the Time of Delivery, any applicable Indenture did or will comply in all material respects with the applicable requirements of the 1939 Act and the rules thereunder; and, on the Effective Date, on the date of any filing pursuant to Rule 424(b) under the 1933 Act and at the Time of Delivery, the Final Prospectus Supplement (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus Supplement (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement, the Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

(d) As of the Initial Sale Time, the Disclosure Package does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information

furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

(e) Neither any Issuer Free Writing Prospectus nor the Final Term Sheet includes any information that conflicts with the information contained in the Registration Statement, including any document incorporated by reference therein or deemed to be a part thereof (including pursuant to Rule 430B under the 1933 Act) that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from the Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

(f) If the Designated Securities include Preference Shares or the Designated Securities are convertible or exchangeable into Preference Shares, (i) the ADR Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the ADR Registration Statement and the ADR Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the 1933 Act and the applicable rules and regulations of the Commission thereunder, (iii) the ADR Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (iv) any statutes, regulations, contracts or other documents that are required to be described in the ADR Registration Statement or the ADR Prospectus or to be filed as exhibits to the ADR Registration Statement have been so described or filed; provided however, that the representations and warranties set forth in (i) through (iv) of this paragraph do not apply to statements or omissions in the ADR Registration Statement or the ADR Prospectus based upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

(g) If the Designated Securities include Preference Shares or Designated Securities are convertible or exchangeable into Preference Shares, no stop order suspending the effectiveness of the ADR Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission.

(h) KPMG Audit plc whose reports on the consolidated financial statements of the Company and its subsidiaries are filed with the Commission as part of the Registration Statement and Prospectus, are an independent registered public accounting firm as within the meaning of Rule 2-01 of Regulation S-X; the audited financial statements included in the Registration Statement and the Disclosure Package present fairly the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the consolidated results of operations and changes in financial position of the Company and its subsidiaries for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis during the periods involved (except as otherwise noted therein).

(i) Subsequent to the respective dates as of which information is given in the Disclosure Package and the Final Prospectus Supplement (and other than as disclosed in the Disclosure Package and the Final Prospectus Supplement), there has not been any material adverse change, or any development which is likely to cause a material adverse change, in the condition (financial or otherwise), business, properties, assets or results of operations of the Company and its subsidiaries taken as a whole (a "Material Adverse Change").

(j) The Company has been duly incorporated, is validly existing as a public limited company under the laws of England and Wales, has the corporate power and authority to own its property and to conduct its business as described in the Disclosure Package and the Final Prospectus Supplement and is duly qualified to transact business as a foreign corporation in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified would not result in a Material

Adverse Change. The Company has no significant subsidiaries (as defined in Rule 405 under the 1933 Act) other than Jackson National Life Insurance Company, M&G Investment Management Limited, Prudential Annuities Limited, The Prudential Assurance Company Limited, Prudential Assurance Company Singapore (Pte) Limited and Prudential Retirement Income Limited (collectively, the "Significant Subsidiaries"); the Company owns directly or indirectly and 100% of each of the other Significant Subsidiaries.

(k) Each Significant Subsidiary of the Company has been duly incorporated, is validly existing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Disclosure Package and the Final Prospectus Supplement and is duly qualified to transact business as a foreign corporation in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified would not result in a Material Adverse Change; and the Company and each of its Significant Subsidiaries are in compliance with the laws, orders, rules, regulations and directives issued or administered by such jurisdictions, except to the extent the failure to be so compliant would not result in a Material Adverse Change; all of the issued shares of share capital of each Significant Subsidiary of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and, to the extent set out in Section 2(j) above, are owned by the Company subject to no material security interest, other encumbrance or adverse claims, except to the extent that any material security interest, encumbrance or adverse claim would not result in a Material Adverse Change.

(l) The Company has the requisite corporate power and authority to execute this Agreement and the relevant Pricing Agreement and had the requisite corporate power and authority to execute the Deposit Agreement, if applicable, and any applicable Indenture when the same were executed, and this Agreement and the relevant Pricing Agreement, the Deposit Agreement, if applicable, and any applicable Indenture have been duly authorized, executed and delivered by the Company and, assuming the due authorization, execution and delivery of any such agreement by the other parties thereto, each such agreement constitutes a valid and legally binding agreement of the Company, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.

(m) The Designated Debt Securities have been duly authorized by the Company and, when executed, authenticated, issued and delivered against payment therefor as contemplated hereby and by the relevant Pricing Agreement and the applicable Indenture, will have been duly executed, authenticated, issued and delivered and will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms and the terms of the applicable Indenture, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and general equity principles.

(n) Upon issuance by the Depositary of ADSs evidenced by ADRs against deposit of Designated Shares in accordance with the provisions of the Deposit Agreement, such ADRs will be duly and validly issued and persons in whose names the ADRs are registered will be entitled to the rights specified in the ADRs and in the Deposit Agreement.

(o) The Deposit Agreement, if applicable, any applicable Indenture, the Designated Securities and ADSs evidencing the ADRs, if applicable, conform in all material respects to the descriptions thereof contained in the ADR Registration Statement, if applicable, the Disclosure Package and the Final Prospectus Supplement.

(p) The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Pricing Agreement and the Deposit Agreement, if applicable will not contravene any provision of applicable law or the memorandum and articles of association of the Company or any agreement or other instrument binding upon the Company or any of its subsidiaries, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, except where such contravention would not result in a

⁽¹⁾ To be updated if needed at the time of the Underwriting Agreement.

Material Adverse Change, and no approval, authorization, consent or order of or filing with any national, state or local governmental or regulatory commission, board, body, authority or agency is required in connection with the issuance and sale of the Designated Securities or the consummation by the Company of the transactions contemplated hereby other than any necessary qualification under the securities or Blue Sky laws of the various jurisdictions in which the Designated Securities are being offered by the Underwriters, any necessary approvals from the Financial Industry Regulatory Authority ("FINRA"), or any other necessary approvals which have already been obtained.

(q) Other than as disclosed in the Registration Statement, the Disclosure Package or in the Final Prospectus Supplement, neither the Company nor any of the Significant Subsidiaries is in breach of its respective charter or by-laws, or in default in any respect (nor has any event occurred which with notice, lapse of time, or both would result in any breach of, or constitute a default under) in the due performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company or any of the Significant Subsidiaries is a party or by which any of them or any of their properties is bound, except where such breach or default would not result in a Material Adverse Change; and the execution, delivery and performance of this Agreement, the Deposit Agreement, if applicable, and any applicable Indenture and the issuance of the Designated Securities and consummation of the transactions contemplated hereby and thereby will not conflict with, or result in any breach of or constitute a default under (nor constitute any event which with notice, lapse of time, or both would result in any breach of, or constitute a default under), any provisions of any license, indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company or any of the Significant Subsidiaries is a party or by which it or any of them or their respective properties may be bound or affected or under any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Company or any of the Significant Subsidiaries, except where such conflict, breach or default would not result in a Material Adverse Change.

(r) There are no legal or governmental proceedings or investigations pending or threatened to which the Company or any of its subsidiaries or any of their respective officers is a party or to which any of their properties is subject which could result in a judgment, decree or order resulting in a Material Adverse Change, except as disclosed in the Registration Statement, the Disclosure Package or the Final Prospectus Supplement, or prevent consummation of the transactions contemplated hereby, or that are required to be described in the Registration Statement, Disclosure Package or the Final Prospectus Supplement and are not so described or any statutes, regulations, contracts, leases or other documents that are required to be described in the Registration Statement, the Disclosure Package or the Final Prospectus Supplement, or to be filed as exhibits to the Registration Statement that are not described or filed as required.

(s) The Company is not and, after giving effect to the offering and sale of the Designated Securities and the application of the proceeds thereof as described in the Disclosure Package or the Final Prospectus Supplement, will not be required to register as an "investment company" as such term is defined in the Investment Company Act of 1940, as amended.

(t) The Company believes that it is not and, after giving effect to the sale of the Designated Securities and the application of the proceeds thereof as described in the Disclosure Package or the Final Prospectus Supplement, will not be a "passive foreign investment company", a "foreign personal holding company" or a "foreign investment company", each within the meaning of the U.S. Internal Revenue Code of 1986, as amended.

(u) Other than as disclosed in the Registration Statement, the Disclosure Package, or the Final Prospectus Supplement, each of the Company and its subsidiaries that is required to be organized or licensed as an insurance company in its jurisdiction of incorporation (an "Insurance Subsidiary") is duly organized and licensed as an insurance company in its respective jurisdiction of incorporation and is duly licensed or authorized as an insurer in each other jurisdiction where it is required to be so licensed or authorized to conduct its business, in each case with such exception as would not result in a Material Adverse Change; except as otherwise described in the Registration Statement, the Disclosure Package or the Final Prospectus Supplement, each of the Company and the Insurance Subsidiaries has all other approvals, orders, consents, authorizations, licenses, certificates,

permits, registrations and qualifications (collectively, the "Approvals") of and from all insurance regulatory authorities to conduct its business, in each case with such exception as would not result in a Material Adverse Change; there is no pending or, to the knowledge of the Company, threatened, suit, proceeding or investigation that could reasonably be expected to lead to the revocation, termination or suspension of any such Approval, except where such revocation, termination or suspension would not result in a Material Adverse Change; and, to the knowledge of the Company, no insurance regulatory agency or body has issued any order or decree impairing, restricting or prohibiting the payment of dividends by any Insurance Subsidiary to its parent, except where such impairment, restriction or prohibition would not result in a Material Adverse Change.

(v) Other than as disclosed in the Registration Statement, the Disclosure Package or the Final Prospectus Supplement, and to the Company's knowledge and belief after reasonable inquiry, each of the Company and the Insurance Subsidiaries is in compliance with and conducts its business in conformity with all applicable insurance laws and regulations of its respective jurisdiction of incorporation and the insurance laws and regulations of other jurisdictions which are applicable to it, in each case with such exceptions as would not result in a Material Adverse Change.

(w) The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (1) transactions are executed in accordance with management's general or specific authorizations; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (3) access to assets is permitted only in accordance with management's general or specific authorization; and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(x) In relation to the Designated Securities:

(i) other than as described in the Final Prospectus Supplement, if applicable, or the Disclosure Package, the Company believes, having taken appropriate advice, that under current law and published practice no U.K. capital gains, income, or other similar U.K. taxes will be payable by the Underwriters in the United Kingdom in respect of the offering, issuance and delivery by the Company of the Designated Securities to or for the respective accounts of the Underwriters pursuant to this Agreement, the Deposit Agreement, if applicable, and the relevant Pricing Agreement, except for any liability to U.K. corporation tax, income tax or capital gains tax of persons who are resident or ordinarily resident in the United Kingdom for taxation purposes or who are acting in the course of a trade, profession or vocation carried on in the United Kingdom or who carry on a trade in the United Kingdom through a permanent establishment, branch or agency where the Designated Securities are used in or for the purposes of the trade or used, held or acquired to be used or held for the purposes of the permanent establishment, branch or agency;

(ii) other than as described in the Final Prospectus Supplement, if applicable, or the Disclosure Package, the Company believes, having taken appropriate advice that the Underwriters will not incur any obligation to pay any U.K. registration, capital, issue, stamp, documentary, transfer or similar duty or charge of the United Kingdom in respect of any of the acts or transactions involved in the offering, issue or delivery by the Company of the Designated Securities to or for the respective accounts of the Underwriters pursuant to this Agreement, the Deposit Agreement, if applicable, and the Pricing Agreement; and

[(iii) [if applicable] other than as described in the Final Prospectus Supplement, if applicable, or the Disclosure Package, the Company believes, having taken appropriate advice, that under current U.K. law and published practice the payment of interest (including any Deferred Interest, as defined in the terms and conditions of the Designated Debt Securities) in respect of the Designated Debt Securities issued under the Subordinated Indenture should not be treated as a "distribution" within the meaning of Section 1000 of the Corporation Tax Act 2010 of the United Kingdom (as amended);]

(iv) the Preference Shares, if any, to be represented by the ADSs, when allotted and issued either directly or upon conversion or exchange of the Designated Securities in accordance with the terms thereof, (a) will be validly issued in accordance with the requirements of the Companies Act

2006 of Great Britain and the Company's Memorandum and Articles of Association and will be fully paid and not subject to further call or contribution; (b) no holder thereof will be subject to any personal liability to the Company or to creditors of the Company by reason of being such a holder; (c) will not be subject to preemptive rights; and (d) upon the issuance of the ADRs pursuant to the Deposit Agreement, (I) the holders of such ADRs will acquire good, marketable and valid title to such ADRs and (II) such ADRs and the underlying Preference Shares will be free and clear of all pledges, liens, security interests, charges, claims or encumbrances of any kind.

(y) To the extent that the Company wishes to include any particular Designated Debt Securities within its capital resources, the Financial Services Authority ("FSA") has informally confirmed to the Company that they have no objection to those Designated Debt Securities, when issued, being included in the Company's capital resources as tier one capital or tier two capital, as the case may be (for these purposes, "capital resources," "tier one capital" and "tier two capital" shall have the meaning given to those terms in the FSA's Prudential Sourcebook).

Certain Covenants of the Company: The Company agrees with each of the Underwriters of any Designated Securities:

(a) To furnish such information as may be required and otherwise to cooperate in qualifying the Securities for offering and sale under the securities or Blue Sky laws of such states or other jurisdictions as the Representatives may designate and to maintain such qualifications in effect as long as required for the distribution of the Securities, provided that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such state or jurisdiction (except service of process with respect to the offering and sale of the Securities) or to register as a dealer in securities or to become subject to taxation in any such state or jurisdiction; and to promptly advise the Representatives of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any state or jurisdiction or the initiation or threatening of any proceeding for such purpose.

(b) To furnish to the Representatives and counsel for the Underwriters conformed copies of the Registration Statement and the ADR Registration Statement, if applicable, as initially filed with the Commission, and of all amendments thereto (including all exhibits thereto and documents incorporated by reference therein) and sufficient conformed copies of the foregoing (other than exhibits) for distribution of a copy to each of the other Underwriters, and so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the 1933 Act) thereafter from time to time to furnish to the Underwriters as many copies of the Prospectus or ADR Prospectus, if applicable, (or of the Prospectus or ADR Prospectus, if applicable, as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement or the ADR Registration Statement, if applicable or any Issuer Free Writing Prospectus related to the Designated Securities, if applicable) as the Underwriters may reasonably request for the purposes contemplated by the 1933 Act.

(c) During the period when a prospectus relating to the Designated Securities is required to be delivered under the 1933 Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the 1933 Act), to advise the Underwriters promptly, confirming such advice in writing, of any request by the Commission for amendments or supplements to the Registration Statement or the ADR Registration Statement, if applicable, or the Disclosure Package, Final Prospectus Supplement, or ADR Prospectus, if applicable, or for additional information with respect thereto, or of notice of institution of proceedings for or the entry of a stop order suspending the effectiveness of the Registration Statement or the ADR Registration Statement, if applicable, and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement or the ADR Registration Statement, if applicable, to make every reasonable effort at all times to obtain the lifting or removal of such order as soon as possible.

(d) During the period when a prospectus relating to the Designated Securities is required to be delivered, under the 1933 Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the 1933 Act) to advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the ADR Registration Statement, if applicable, or Prospectus or ADR Prospectus, if applicable, including by filing any documents that

would be incorporated therein by reference and to file no such amendment or supplement or Issuer Free Writing Prospectus to which the Underwriters shall reasonably object in writing, and to advise the Underwriters promptly and (if requested by the Underwriters) to confirm such advice in writing (i) when any post effective amendment is filed with the Commission, (ii) when any document that should be incorporated by reference in the Registration Statement or the ADR Registration Statement, if applicable, is filed with the Commission, (iii) if Rule 430B under the 1933 Act is used, when the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) under the 1933 Act (which the Company agrees to file in a timely manner under such Rules), or (iv) when any Issuer Free Writing Prospectus is filed with the Commission pursuant to Rule 433 under the 1933 Act.

(e) To advise the Underwriters promptly of the happening of any event known to the Company during the period when a prospectus relating to the Designated Securities is required to be delivered under the 1933 Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the 1933 Act), which would require the making of any change in the Prospectus, Final Prospectus Supplement or ADR Prospectus, if applicable, then being used, or in the information incorporated therein by reference, so that the Prospectus, Final Prospectus Supplement or ADR Prospectus, if applicable, would not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and, during such time, to prepare and file with the Commission an amendment or supplement correcting such statement or omission and furnish, at the Company's expense (if such time shall be prior to the date which is nine months after the date hereof and if any Underwriter shall own any Securities which it has purchased from the Company with the intention of reselling them), to the Underwriters promptly such amendments or supplements to such Prospectus or Final Prospectus Supplement in such quantities as the Underwriters may reasonably request.

(f) To file promptly all reports or information required to be filed by the Company with the Commission in order to comply with the 1934 Act subsequent to the date of the Final Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities.

Act.

(g) If necessary or appropriate, to file a registration statement pursuant to Rule 462(e) under the 1933

(h) Upon request, to furnish the Representatives and to each of the other Underwriters for a period of two years from the date of this Agreement (unless otherwise publicly available on the Commission's EDGAR website, the Company's website or the website of any stock exchange on which the securities are listed) (i) copies of any reports or other communications which the Company shall send to its stockholders or shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly and current reports filed with the Commission on Forms 20-F and 6-K, or such other similar form as may be designated by the Commission, (iii) copies of documents or reports filed with any securities exchange on which any class of securities of the Company is listed, and (iv) such other information as the Underwriters may reasonably request regarding the Company or its subsidiaries, in each case, as soon as such communications, documents or information becomes available.

(i) To prepare the Final Prospectus Supplement in relation to the applicable Designated Securities and file such Final Prospectus Supplement pursuant to Rule 424(b) under the 1933 Act not later than the time required by Rule 424(b) following the Execution Time.

(j) To prepare a Final Term Sheet substantially in the form of Annex II to the relevant Pricing Agreement and to file such Final Term Sheet pursuant to Rule 433(d) under the 1933 Act within the time required by such rule.

(k) To make generally available to its security holders, and to deliver to the Underwriters, an earnings statement of the Company (which will satisfy the provisions of Section 11(a) of the 1933 Act) covering a period of twelve months beginning after the effective date of the Registration Statement or the ADR Registration Statement, if applicable, (as defined in Rule 158(c) of the 1933 Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than the date, if any, specified in the Pricing Agreement.

(l) Prior to 30 days after the date of the Final Prospectus Supplement or ADR Prospectus, if applicable, to furnish to the Underwriters any proposed public announcement in respect of any matter that is material to the earnings, business, or operations of the Company and its subsidiaries, taken as a whole in each case in advance of the announcement where reasonably practicable.

(m) To apply the net proceeds from the sale of the Securities in the manner set forth under the caption "Use of Proceeds" in the Disclosure Package and the Final Prospectus Supplement.

(n) (A) To pay all costs, expenses, fees (other than fees and disbursements of counsel for the Underwriters except as set forth in this Section 5 hereof) and, as regards the matters in (vii) below but not otherwise, taxes (as defined below for purposes of this Section 3(n)) payable in connection with (i) the preparation and filing of the Registration Statement, the ADR Registration Statement and ADR Prospectus, if applicable, the Prospectus, any Preliminary Prospectus Supplement, the Final Prospectus Supplement, and any amendments or supplements thereto, any Issuer Free Writing Prospectus, the Final Term Sheet and the printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (ii) the preparation, issuance, execution, authentication and delivery of the Designated Securities and any Additional Designated Securities issued on an over allotment and the ADRs, if applicable, (iii) the producing, word processing and/or printing of this Agreement, the Pricing Agreement, the Deposit Agreement, if applicable, and the ADRs, if any, and any closing documents (including compilations thereof), any applicable Indenture, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Securities and the ADRs, if applicable, for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including reasonable legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any Blue Sky surveys or legal investment surveys to the Underwriters and to dealers, (v) any listing of the Securities and the ADRs, if applicable, on any securities exchange and any registration thereof under the 1934 Act, (vi) any fees payable to investment rating agencies with respect to the Securities, (vii) if applicable, any costs, fees, U.K. stamp duty, U.K. stamp duty reserve tax or other U.K. similar governmental taxes, duties or charges and charges of the ADR Depositary in connection with the issuance and delivery of Preference Shares to the ADR Depositary and ADSs to the registered holders thereof (other than, in each case, any such costs, fees, U.K. stamp duty, U.K. stamp duty reserve tax or other similar U.K. governmental taxes, duties or charges and charges which are payable by holders of ADRs pursuant to the terms of the ADR Deposit Agreement), (viii) any filings required to be made with FINRA and (ix) the performance of the Company's other obligations hereunder.

For the purpose of this Section 3(n)(A), "taxes" means all forms of taxation, duties, levies, imposts and other charges or withholdings of a similar nature (including without limitation any stamp, documentary, capital, transfer or similar taxes or duties) of the United Kingdom and any penalty or interest payable in connection with any failure to pay or any delay in paying of the same in each case but excluding taxes imposed on or calculated by reference to net income, profits or gains received or receivable and provided that, for the purposes of determining the amount of costs, expenses and fees for the purposes of this sub-clause, in relation to any supply to the Underwriters for the purposes of value added tax in the United Kingdom, an amount paid by the Underwriters in respect of value added tax will only be a cost, expense or fee to the extent it is not recoverable by the Underwriters (or any other member of any value added tax group of which any Underwriter is a member) in accordance with value added tax law and practice.

(B) To indemnify the Underwriters against any U.K. stamp duty and/or U.K. stamp duty reserve tax and any penalty or interest relating thereto (each an "Issue Cost") arising in respect of the offering, issue or delivery by the Company of the Designated Securities and any Additional Designated Securities to or for the respective accounts of the Underwriters pursuant to this Underwriting Agreement, the Pricing Agreement and any Deposit Agreement provided that this clause shall not apply to any Issue Cost to the extent that the Issue Cost arises as a result of any failure to pay or any delay by the Underwriters in paying any Issue Cost to H.M. Revenue and Customs.

(o) If specified in the relevant Pricing Agreement, the terms of the Preference Shares or the ADSs, to use its reasonable efforts to cause the Securities to be listed on the New York Stock Exchange.

(p) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the 1934 Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Designated Securities.

(q) That, without prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 30 days after the Time of Delivery, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any substantially similar securities or any securities convertible into or exercisable or exchangeable for substantially similar securities that, in each case, are registered for public sale pursuant to the 1933 Act or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such substantially similar securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of substantially similar securities or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Designated Securities to be sold hereunder or (B) the issuance by the Company of such substantially similar securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or which is described in the Prospectus.

(r) If applicable, the Company will comply with the Deposit Agreement so that ADRs evidencing any ADSs representing Designated Shares will be executed and delivered by the Depositary to the Representatives at the Time of Delivery.

(s) Prior to the issuance of the Preference Shares, if any, the Company will have obtained all consents, approvals, authorizations, orders, registrations, qualifications and decrees of any court or governmental agency or body of the United States or the United Kingdom necessary or required for the valid issuance of the Preference Shares and to permit the Company to effect dividend payments on the Preference Shares in U.S. dollars.

(t) To the extent it is reasonably able to do so without material cost, the Company will use reasonable efforts to facilitate appropriate tax reporting by providing certifications in accordance with any rules promulgated by the U.S. Treasury Department or the Internal Revenue Service pursuant to which holders of ADSs or shares and intermediaries through whom such securities are held will be permitted to establish that interest in respect of the Designated Debt Securities and dividends in respect of ADRs (representing preference shares) are eligible to be treated as qualified dividends.

Covenant of the Underwriters: Each Underwriter, severally and jointly, represents and covenants with the Company that, unless such Underwriter has obtained or will obtain, as the case may be, the prior written consent of the Company, such Underwriter has not and will not use any Issuer Free Writing Prospectuses or any Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the 1933 Act.
Reimbursement of Underwriters' Expenses: If the Securities are not delivered for any reason other than the termination of this Agreement pursuant to Section 7(b)(iii)-(v) hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall (i) reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel and (ii) pay the amounts described in Section 3(n) hereof.
Conditions of Underwriters' Obligations: The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company as of the Execution Time and at the Time of Delivery (and the several obligations of the Underwriters at the additional Time of Delivery, if any, are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof and at the Time of Delivery (unless previously waived) and at any such additional

Time of Delivery, as the case may be), the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

(a) The Registration Statement or the ADR Registration Statement, if applicable, is effective at or prior to the Execution Time and at the Time of Delivery, no stop order suspending the effectiveness of the Registration Statement or the ADR Registration Statement, if applicable, shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission. The Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the 1933 Act objecting to the Company's use of the automatic shelf registration statement form. The Final Prospectus Supplement and any supplement thereto required to be filed with the Commission pursuant to Rule 424(b) under the 1933 Act shall have been transmitted to the Commission for filing pursuant to Rule 424(b) under the 1933 Act within the time period prescribed by Section 3(i) hereof, the Final Term Sheet and any other material required to be filed by the Company pursuant to Rule 433(d) under the 1933 Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433 under the 1933 Act, and prior to the Time of Delivery the Company shall have provided evidence satisfactory to the Representatives of such timely filings.

(b) At the Time of Delivery or the additional Time of Delivery, as the case may be, the Representatives shall have received:

(1) The opinion or letter, dated as of the Time of Delivery, or the additional Time of Delivery, as the case may be, of Cleary Gottlieb Steen & Hamilton LLP, U.S. counsel for the Company, with respect to the matters set forth in Annex III hereto, subject to modifications to which the Underwriters do not reasonably object.

(2) The opinion, dated as of the Time of Delivery or the additional Time of Delivery, as the case may be, of Slaughter and May, English solicitors to the Company, with respect to the matters set forth in Annex IV hereto, subject to modifications to which the Underwriters do not reasonably object.

(3) The opinion or letter, dated as of the Time of Delivery or the additional Time of Delivery, as the case may be, of Cravath, Swaine & Moore LLP, U.S. counsel to the Underwriters, with respect to the matters set forth in Annex V.

(4) The opinion, dated as of the Time of Delivery or the additional Time of Delivery, as the case may be, of Allen & Overy, English solicitors to the Underwriters, with respect to the matters set forth in Annex VI.

(5) The opinion, dated as of the Time of Delivery or the additional Time of Delivery, as the case may be, of Patterson Belknap Webb & Tyler LLP, counsel to the Depositary, with respect to the matters set forth in Annex VII, if applicable, subject to modifications to which the Underwriters do not reasonably object.

(6) Letters dated, respectively, as of the Execution Time and the Time of Delivery and additional Time of Delivery, as the case may be, from KPMG Audit Plc and addressed to the Representatives (with reproduced copies for each of the other Underwriters) in form and substance satisfactory to the Representatives, containing such statements and information as is customary for inclusion in accountants' "comfort letters" to underwriters with respect to the financial statements and financial information contained, or incorporated by reference, in the Registration Statement and the Disclosure Package.

(c) At the Time of Delivery or the additional Time of Delivery (if specified in the Pricing Agreement), as the case may be, (i) neither the Registration Statement nor the ADR Registration Statement, if applicable, and all amendments thereto, or modifications thereof, if any, (including in each case the documents incorporated by reference therein) shall contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Final Prospectus Supplement, and all amendments or supplements thereto, shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading.

(d) Between the Execution Time and the Time of Delivery or the additional Time of Delivery (if specified in the Pricing Agreement), as the case may be, no Material Adverse Change shall have occurred or become known.

(e) The Company will, at the Time of Delivery or the additional Time of Delivery (if specified in the Pricing Agreement), as the case may be, deliver to the Representatives a certificate of two of its executive officers to the effect that the representations and warranties of the Company set forth in Section 2 of this Agreement are true and correct as of each such date and that the Company shall perform such of its obligations under this Agreement as are to be performed at or before the Time of Delivery and at or before the additional Time of Delivery (if specified in the Pricing Agreement), as the case may be and the conditions set forth in paragraphs (d) and (e) of this Section 6 have been met.

(f) The Company shall have furnished to the Representatives such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement and the ADR Registration Statement, if applicable, and the Final Prospectus Supplement and the Disclosure Package as of the Time of Delivery and the additional Time of Delivery (if specified in the Pricing Agreement), as the case may be, as the Representatives may reasonably request.

(g) If specified in the relevant Pricing Agreement, the Designated Securities and the ADRs, if applicable, shall have been approved for listing on the New York Stock Exchange, subject only to notice of issuance at or prior to the Time of Delivery or the additional Time of Delivery, as the case may be.

(h) On or before the Time of Delivery, the FSA shall have informally confirmed to the Company the capital treatment of the Designated Debt Securities in accordance with Section 2(z) of this Agreement.

7. Effective Date of Agreement; Termination:

(a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement.

(b) The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives or any group of Underwriters (which may include the Representatives) which has agreed to purchase in the aggregate at least 50% of the Designated Securities if, since the time of execution of this Agreement and prior to the Time of Delivery: (i) there has been any Material Adverse Change, which would, in the Representatives' judgment or in the judgment of such group of Underwriters, make it impracticable to market the Designated Securities, or (ii) there shall have occurred any downgrading, or any notice shall have been given of (A) any intended or potential downgrading or (B) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any "nationally recognized statistical rating organization," as that term is defined in Rule 436(g)(2) under the 1933 Act or, (iii) if, at any time prior to the Time of Delivery or, with respect to the purchase of any Additional Designated Securities, the additional Time of Delivery, as the case may be, trading in securities on the New York Stock Exchange or the London Stock Exchange shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange or the London Stock Exchange or a suspension with respect to any of the Company's securities trading on either such exchanges has occurred, or (iv) if a banking moratorium shall have been declared either by the United States or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services occurs in the United States or England, or (v) if the United

States shall have declared war or there shall have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on the financial markets of the United States as, in the Representatives' good faith judgment or in the good faith judgment of such group of Underwriters, in each case after consultation with the Company, if practicable, to make it impracticable to market the Designated Securities.

(c) If the Representatives or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing.

(d) If the sale to the Underwriters of the Designated Securities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 3(n), 5 and 8 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 8 hereof) or to one another hereunder.

(e) Subject to Sections 6 and 7 hereof, if any Underwriter shall default in its obligation to take up and pay for the Designated Securities ("Defaulted Securities") to be purchased by it under the relevant Pricing Agreement (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7(b) hereof) and if the aggregate amount of Defaulted Securities which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate amount of Designated Securities, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number of Designated Securities they are obligated to purchase pursuant to Section 1 hereof) the aggregate amount of Defaulted Securities agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Defaulted Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such amount or amounts as the Representatives may designate with the consent of each Underwriter so designated, or in the event no such designation is made, such Defaulted Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate amount of Designated Securities set opposite the names of such non-defaulting Underwriters in the Pricing Agreement.

If a new Underwriter or Underwriters is or are substituted by the Underwriters or by the Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or the Representatives shall have the right to postpone the Time of Delivery for a period not exceeding five business days in order that any necessary changes in the Disclosure Package or Final Prospectus Supplement or other documents may be effected.

The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 7(e) with like effect as if such substituted Underwriter had originally been named in the relevant Pricing Agreement.

If the aggregate amount of Defaulted Securities exceeds 10% of the total amount of Designated Securities which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the Designated Securities which the defaulting Underwriter or Underwriters agreed to purchase under the relevant Pricing Agreement, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

8. Indemnity and Contribution:

(a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the successors and assigns of all the foregoing persons from and against any loss, damage, expense, liability or claim (including the

reasonable cost of investigation) which, jointly or severally, any such Underwriter or person may incur under the 1933 Act, the 1934 Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or ADR Registration Statement, if applicable (or in the Registration Statement or ADR Registration Statement, if applicable, as amended by any post-effective amendment thereof by the Company), or in a Prospectus (the term "Prospectus" for the purpose of this Section 8 being deemed to include the Disclosure Package and the Final Prospectus Supplement, each as amended or supplemented by the Company), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or ADR Registration Statement, if applicable, or such Prospectus or ADR Prospectus, if applicable, or necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter through the Representatives to the Company expressly for use with reference to such Underwriter in such Registration Statement or ADR Registration Statement or such Prospectus or ADR Prospectus, if applicable, or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or ADR Registration Statement, if applicable, or such Prospectus or ADR Prospectus, if applicable, or necessary to make such information not misleading.

If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Company in writing of the institution of such Proceeding and the Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses, provided, however, that the omission to so notify the Company shall not relieve the Company from any liability which the Company may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such Proceeding or the Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Company (in which case the Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Company may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Company), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company shall not be liable for any settlement of any such claim or Proceeding effected without its written consent but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

(b) Each Underwriter severally agrees to indemnify, defend and hold harmless the Company, its directors and officers and any person who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the successors and assigns of all the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Company or any such person may incur under the 1933 Act, the 1934 Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of such Underwriter through the Representatives to the Company expressly for use with reference to such Underwriter in the Registration Statement or ADR Registration Statement, if applicable (or in the Registration Statement or ADR Registration Statement, if applicable, as amended by any post-effective amendment thereof by the Company), or in a Prospectus or ADR Prospectus, if applicable, or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or ADR Registration Statement, if applicable, or such Prospectus or ADR Prospectus, if applicable, or necessary to make such information not misleading.

If any Proceeding is brought against the Company or any such person in respect of which indemnity may be sought against any Underwriter pursuant to the foregoing paragraph, the Company or such person shall promptly notify such Underwriter in writing of the institution of such Proceeding and such Underwriter shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify such Underwriter shall not relieve such Underwriter, from any liability which such Underwriter may have to the Company or any such person or otherwise. The Company or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company or such person unless the employment of such counsel shall have been authorized in writing by such Underwriter in connection with the defense of such Proceeding or such Underwriter shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to or in conflict with those available to such Underwriter (in which case such Underwriter shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but such Underwriter may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Underwriter), in any of which events such fees and expenses shall be borne by such Underwriter and paid as incurred (it being understood, however, that such Underwriter shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). No Underwriter shall be liable for any settlement of any such Proceeding effected without the written consent of such Underwriter but if settled with the written consent of such Underwriter, such Underwriter agrees to indemnify and hold harmless the Company and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

(c) If the indemnification provided for in this Section 8 is unavailable to an indemnified party under subsections (a) and (b) of this Section 8 in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable indemnifying party, in lieu of indemnifying

such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, damages, expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same respective proportion as the total proceeds from the offering (net of underwriting discounts, if any, and commissions but before deducting expenses) received by the Company bear to the underwriting discounts, if any, and commissions received by the Underwriters. The relative fault of the Company on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding.

(d) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in subsection (c) above. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by such Underwriter and distributed to the public were offered to the public exceeds the amount of any damage which such Underwriter has otherwise been required to pay by reason of such untrue statement or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this Section 8 are several in proportion to their respective underwriting commitments and not joint.

(e) The indemnity and contribution agreements contained in this Section 8 and the covenants, warranties and representations of the Company contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any Underwriter, its partners, directors and officers or any person (including each partner, officer or director of such person) who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, or by or on behalf of the Company, its directors and officers or any person who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and shall survive any termination of this Agreement or the issuance and delivery of the Designated Securities. The Company and each Underwriter agree promptly to notify each other of the commencement of any Proceeding against it and, in the case of the Company, against any of the Company's officers or directors, in connection with the issuance and sale of the Securities, or in connection with the Registration Statement or Prospectus or the ADR Registration Statement or ADR Prospectus, if applicable.

9. Miscellaneous:

(a) All representations, warranties and agreements contained in this Agreement and any Pricing Agreement, or contained in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or any controlling person, or by or on behalf of the Company, and shall survive delivery of the Designated Securities to the Underwriters.

(b) In all dealings hereunder, the Representatives of the Underwriters of Designated Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given

by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.

(c) Each Underwriter severally represents and agrees (in the case of (i) and (ii), only in relation to any issue of Designated Securities which have a maturity of less than one year ) that (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; (ii) it has not offered or sold and it will not offer or sell Designated Securities or any investments representing Designated Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of Designated Securities or any investments representing Designated Securities would otherwise constitute a contravention of Section 19 of the FSMA; (iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Designated Securities or any investments representing Designated Securities in, from or otherwise involving the United Kingdom; and (iv) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Designated Securities or any investments representing the Designated Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company.

(d) Except as agreed with the Underwriters, no action has or will be taken by the Company in any jurisdiction (other than the United States and the United Kingdom) that would permit a public offering of the Designated Securities or any investments representing the Designated Securities or possession or distribution of any registration statement, preliminary prospectus or prospectus or any amendment or supplement thereto or any other offering material relating to the Designated Securities or any investments representing the Designated Securities in any country or jurisdiction (other than the United States and the United Kingdom) where action for that purpose is required. Each Underwriter represents and agrees that it has complied and will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Designated Securities or any investments representing Designated Securities or has in its possession or distributes any registration statement, prospectus or any amendment or supplement thereto or any such other material, in each case at its own expense.

Notices: Except as otherwise herein provided, all statements, requests, notices and agreements shall be in writing or by telegram and, if to the Underwriters, shall be sufficient in all respects if delivered or sent to the address of the Representatives as set forth in the Pricing Agreement and, if to the Company, shall be sufficient in all respects if delivered to the Company at the offices of the Company at Laurence Pountney Hill, London EC4R 0HH, England Attention: Group General Counsel.
Governing Law; Construction: This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement ("Claim"), directly or indirectly, shall be governed by, and construed in accordance with, the laws of the State of New York. The Section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement.
Submission to Jurisdiction: Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against [•] or [•] or any indemnified party. Each of [•],[•] and the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts in the jurisdiction of which the Company is or may be subject, by suit upon such judgment. The Company hereby appoints, without power of revocation, Jackson National Life Insurance

Company as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any action, proceeding or counterclaim in any way relating to or arising out of this Agreement.

Parties at Interest: The Agreement herein set forth has been and is made solely for the benefit of the Underwriters and the Company to the extent provided in Section 8 hereof and the controlling persons, directors and officers referred to in such section, and their respective successors, assigns, executors and administrators. No other person, partnership, heirs, personal representatives and association or corporation (including a purchaser, as such purchaser, from any of the Underwriters) shall acquire or have any right under or by virtue of this Agreement.
Counterparts: This Agreement may be signed by the parties in one or more counterparts which together shall constitute one and the same agreement among the parties to the extent provided in Section 8 hereof.
Successors and Assigns: This Agreement shall be binding upon the Underwriters and the Company and their successors and assigns and any successor or assign of any substantial portion of the Company's and any of the Underwriters' respective businesses and/or assets.

If the foregoing correctly sets forth the understanding between the Company and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this letter and your acceptance shall constitute a binding agreement between the Company and the Underwriters, severally.

Very truly yours, PRUDENTIAL PLC

By: Name:

Title:

Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters

Representatives

By: [ • ]

By:
	Name: Title
By:	Name: Title
By: [	] •
By:	Name: Title
By:	Name: Title
		21

Pricing Agreement

[Names of Representative(s)]

As Representatives of the several Underwriters names in Schedule I hereto, c/o

[Date]

Ladies and Gentlemen:

Prudential plc, a public limited company organized under the laws of England and Wales (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated (the "Underwriting Agreement"), between the Company on the one hand and (names of Representatives named therein) on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities") [and an additional amount of Designated Securities as may be necessary to cover over-allotments made in connection with the offering as specified in Schedule II hereto (the "Additional Designated Securities")]. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Disclosure Package and Final Prospectus Supplement relating to the Designated Securities[, and the Additional Designated Securities,] as the case may be, which are the subject of this Pricing Agreement. Any Issuer Free Writing Prospectuses (as defined in the Underwriting Agreement) included in the Disclosure Package are listed in Schedule III hereto. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities, and the Additional Designated Securities, as the case may be, pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto.

An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, and the Additional Designated Securities, as the case may be, in the form heretofore delivered to you is now proposed to be filed with the Commission.

Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters as set forth and on the terms in Schedule II hereto, the [principal amount, liquidation preference, number] of Designated Securities[, and the Additional Designated Securities], as the case may be, set forth opposite the name of such Underwriter in Schedule I hereto and the Underwriters agree to reimburse the Company for up to \$• of the expenses set forth in Section 3(n) of the Underwriting Agreement, except as set forth in Section 5 of such Underwriting Agreement.

If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. [It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for

examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.]

Very truly yours, Prudential plc

By:
Name:
Title:

Accepted as of the date hereof:

[Name(s) of Representatives]

By:

On behalf of each of the Underwriters

SCHEDULE I

Underwriter	[Principal Amount / Liquidation Preference / Number of Designated Securities to be Purchased]
[Name(s) of Representative(s)]
[Names of other Underwriters]
Total	[\$]

24

Title of Designated Securities:

Aggregate Principal Amount / Liquidation Preference/ Number of Designated Securities:

Price to Public (including accrued interest or amortization if any):

Purchase Price to Underwriters:

Commissions:

Net Proceeds:

Initial Sale Time:

Form of Designated Securities:

Specified Funds for Payment of Net Proceeds:

Time of Delivery:

Indenture:

Additional Closing Conditions:

Section 6 of the Underwriting Agreement should be modified in the event that the Securities are denominated in, indexed to, or principal or interest are paid in, a currency other than the U.S. dollar, more than one currency or in a composite currency. The country or countries issuing such currency should be added to the banking moratorium and hostilities clauses and the following additional clause should be added to the paragraph (the entire paragraph should be restated, as amended):

"; ( ) the imposition of the proposal of exchange controls by any governmental authority in [insert the country or countries issuing such currency, currencies or composite currency]".

Names and addresses of Representatives:

Designated Representatives:

Address for Notices, etc.:

[Other Terms] :(2)

(2) Any Designated Debt Securities having a maturity of less than one year shall have a minimum denomination of not less than £100,000 (or its equivalent based on the applicable exchange rate at the time of sale).

Issuer Free Writing Prospectuses

Final Term Sheet

Filed Pursuant to Rule 433 Registration No. 333 - •, 201• Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.

You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling [ ] toll free at [ ] or [ ].

FORM OF OPINION/LETTER OF CLEARY GOTTLIEB STEEN & HAMILTON LLP, UNITED STATES COUNSEL TO THE COMPANY

(i) assuming the Senior Debt Indenture, the Deposit Agreement, if applicable, and the Subordinated Debt Indenture have been duly authorized, executed and delivered by the Company, and, assuming due authorization, execution and delivery by the Trustee and, in respect of the Deposit Agreement, the Depositary, each of the Senior Debt Indenture, the Deposit Agreement, if applicable, and the Subordinated Debt Indenture is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity and to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors' rights (it being further understood that, with respect to the second sentence in Section 1.11 of each Indenture and the first sentence of each of the third and fourth paragraphs of Section 7.6 of the Deposit Agreement, if applicable, we express no opinion as to the subject matter jurisdiction of any United States federal court to adjudicate any action relating to any such agreement where jurisdiction based on diversity of citizenship under 28 U.S.C. §1332 does not exist, that we express no opinion as the enforceability of any provision of the Indentures relating to currency indemnity, and that we express no opinion as to the enforceability of any subordination or other provisions of the Subordinated Indenture which are expressed as being governed by English law);

(ii) assuming due authorization of the Debt Securities by the Company, the Debt Securities, when executed and authenticated in accordance with the terms of the [Senior][Subordinated] Indenture and delivered to and paid for by the Underwriters, will be valid and binding obligations of the Company enforceable in accordance with their terms and entitled to the benefits of the [Senior][Subordinated] Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity and to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors' rights;

(iii) the statements under the headings "Description of the [Senior][Subordinated] Debt Securities" in the Prospectus and the Final Prospectus Supplement, in each case excluding the documents incorporated by reference therein (together, the "Final Prospectus"), insofar as such statements purport to summarize certain provisions of the [Senior][Subordinated] Debt Securities or the [Senior][Subordinated] Indenture, provide a fair summary of such provisions;

(iv) [if applicable], the statements set forth under the headings "Description of the American Depositary Shares" in the Final Prospectus, insofar as such statements purport to summarize certain provisions of the ADSs or the Deposit Agreement, provide a fair summary of such provisions;

(v) the registration statement in respect of the Designated Securities, as amended as of its most recent effective date ([DATE]) insofar as it relates to the Designated Debt Securities (as determined for purposes of Rule 430B(f)(2) under the 1933 Act, but excluding the documents incorporated by reference therein (the "Registration Statement") (except the financial statements and schedules and other financial and statistical data included therein and Exhibit 25 thereto, as to which we express no view), and the Final Prospectus (except as aforesaid), as of the date thereof, appear on their face to be appropriately responsive in all material respects to the requirements of the 1933 Act and the 1939 Act and the rules and regulations thereunder. In addition, we do not know of any contracts or other documents of a character required to be filed as exhibits to the Registration Statement or required to be described in the Registration Statement or the Final Prospectus that are not filed or described as required;

(vi) the documents incorporated by reference in the Registration Statement and the Final Prospectus (except the financial statements and schedules and other financial and statistical data and management's report on the effectiveness of internal control over financial reporting included therein, as to which we express no view), as of the respective dates of their filing with the Commission, appeared on their face to be appropriately responsive in all material respects to the requirements of the 1934 Act and the rules and regulations thereunder;

(vii) based solely upon email confirmation of receipt of the filing and Rule 462(e) under the 1933 Act, the Registration Statement is effective under the 1933 Act and, based solely upon a telephonic confirmation from a representative of the Commission, no stop order with respect thereto has been issued, and to the best of

our knowledge, no proceeding for that purpose has been instituted or threatened, by the SEC; and any required filing of the Prospectus, and any supplement thereto pursuant to Rule 424(b) under the 1933 Act has been made in the manner and within the time period required by such Rule 424(b);

(viii) [if applicable] based solely upon a telephonic confirmation from a representative of the Commission, no stop order with respect to the ADR Registration Statement has been issued, and to the best of our knowledge, no proceeding for that purpose has been instituted or threatened, by the SEC;

(ix) [if applicable] assuming the effectiveness of the ADR Registration Statement, upon due issuance by the Depositary of the ADRs evidencing the ADSs against the deposit of Preference Shares in accordance with the provisions of the Deposit Agreement and due execution by the Depositary's authorized officers, such ADRs will be duly and validly issued and persons in whose names such ADRs are registered will be entitled to the rights of registered holders of the ADRs specified therein and in the Deposit Agreement;

(x) the issuance and sale of the Designated Securities to the Underwriters pursuant to the Underwriting Agreement do not, and the performance by the Company of its obligations in the Underwriting Agreement, the [Senior][Subordinated] Indenture and the Designated Debt Securities will not, require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York that in our experience normally would be applicable to general business entities with respect to such issuance, sale or performance, except such as have been obtained or effected under the 1933 Act, the 1934 Act and the 1939 Act (but we express no opinion as to consents, approvals, authorizations, registrations or qualifications that may be required under the 1939 Act if the Designated Securities do not include Debt Securities and further we express no opinion relating to any state securities or Blue Sky laws);

(xi) the statements in the Registration Statement under "Taxation — U.S. Federal Income Taxation", insofar as such statements purport to summarize certain federal income tax laws of the United States, constitute a fair summary of the principal U.S. federal income tax consequences of an investment in the Securities;

(xii) based solely on inquiry of the General Counsel of the Company and of lawyers currently with this firm who have been actively involved in the Company's preparation of the Registration Statement, the Prospectus and the Preliminary Prospectus Supplement, in each case excluding the documents incorporated by reference herein (together, the "Pricing Prospectus") and the Final Prospectus, we know of no legal or governmental proceedings to which the Company or any of its Subsidiaries is a party that are currently pending before any adjudicative tribunal or that have been threatened by a written communication manifesting an intention to initiate such proceedings received by the management of the Company or by us that are required to be disclosed in the Registration Statement or the documents incorporated by reference therein that are not disclosed in the Pricing Prospectus, including the documents incorporated by reference therein, the Final Prospectus, including the documents incorporated by reference therein;

(xiii) the documents incorporated by reference in the Registration Statement and the Final Prospectus (except the financial statements and schedules and other financial and statistical data and management's report on the effectiveness of internal control over financial reporting contained or incorporated by reference therein, as to which we express no view), as of their respective dates of filing with the Commission, appeared on their face to be appropriately responsive in all material respects to the requirements of the 1934 Act, and the rules and regulations thereunder;

(xiv) the [Senior][Subordinated] Indenture has been qualified under the 1939 Act;

(xv) no registration of the Company under the U.S. Investment Company Act of 1940, as amended, is required for the offer and sale of the Designated Securities by the Company in the manner contemplated by the Underwriting Agreement and the Final Prospectus and the application of the proceeds thereof as described in the Final Prospectus; and

(xvi) we participated in conferences and telephone conversations with representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters and counsel to the Underwriters, during which conferences and conversations the contents of the Registration Statement, the Pricing Prospectus and the Final Prospectus, and portions of certain documents incorporated by reference in each of them, and the ADR Registration Statement were discussed, and although

we are not passing upon and do not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement (except as and to the extent stated in subparagraph (iii) above) or the ADR Registration Statement, on the basis of the foregoing, no information has come to our attention that causes us to believe that the Registration Statement, including the documents incorporated by reference therein, at the time it became effective, or the ADR Registration Statement, at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Pricing Prospectus, including the documents incorporated by reference therein, considered together with [the amount and price to the public of the Designated Securities on the front cover of the Final Prospectus and the statements under the heading "Description of the [Senior ][Subordinated ][Debt Securities][Preference Shares] in the Final Prospectus], at [[ ] [a.m./p.m.] [GMT]][the Execution Time], contained, or the Final Prospectus, including the documents incorporated by reference therein, as of the date thereof or hereof, contained or contains, an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that we express no opinion with respect to the financial statements and schedules and other financial or statistical data and management's report on the effectiveness of internal control over financial reporting included in the Registration Statement, Pricing Prospectus or Final Prospectus or with respect to Exhibit 25 of the Registration Statement).

FORM OF OPINION OF SLAUGHTER AND MAY, ENGLISH SOLICITORS TO THE COMPANY

(i) the Company is a public limited company which has been duly incorporated and is validly existing;

(ii) the Prudential Assurance Company is a private limited company which has been duly incorporated and is validly existing;

(iii) the Underwriting Agreement, the Deposit Agreement, if any, the Pricing Agreement and the Indenture have been duly executed;

(iv) the Company has the capacity and power to execute and deliver the Issue Documents∗ and to exercise its rights and perform its obligations thereunder and all necessary corporate action has been taken by the Company to authorise the execution and delivery of the Issue Documents and the exercise of its rights and performance of its obligations thereunder;

(v) any final and conclusive judgment against the Company for a definite sum of money entered by a court of the State of New York in any suit, action or proceedings arising out of or in connection with the obligations of the Company under the Issue Documents∗ would be enforced by the English courts, without re-examination or re-litigation of the matters adjudicated upon, provided that:

(a) the judgment was not obtained by fraud;
(b) the enforcement of the judgment would not be contrary to English public policy (and enforcement of a judgment for liability founded in U.S. federal or state securities law may be contrary to public policy);
(c) the judgment was not obtained in proceedings contrary to natural justice;
(d) the judgment is not inconsistent with an English judgment in respect of the same matter;
(e) the judgment is not for multiple damages;
(f) enforcement proceedings are instituted within six years after the date of the judgment;
(g) an English Court may refuse to give effect to any provision in an agreement which would involve the enforcement of foreign taxation or penal laws; and
(h) any undertakings or indemnities in relation to United Kingdom stamp duties given by the Company may be void under the provisions of Section 117 of the Stamp Act 1891 of the United Kingdom (as amended).

A foreign judgment may be "final and conclusive" though it is subject to appeal;

(vi) the execution and delivery of the Issue Documents by the Company, and the exercise of its rights and the performance of its obligations thereunder

(a) are not prohibited by any law or regulation applicable to English companies generally, nor by the Memorandum or Articles of Association of the Company; and
(b) do not require, under any law or regulation applicable to English companies generally, any order, permission, authorization, approval or consent from, or filing or registration with, any public authority or governmental agency in England;

^∗ To be defined to include the Underwriting Agreement, the relevant Pricing Agreement, the Deposit Agreement, if any, any applicable Indenture and the relevant Designated Securities.

(vii) [if applicable] [it is not necessary, under any law or regulation applicable to English companies generally, to ensure the validity of the ADRs for the Company to obtain any order, permission, authorization, approval or consent from, or filing or registration with, any public authority or governmental agency in England;

(viii) the choice of the laws of the State of New York to govern the Issue Documents [(other than the provisions relating to subordination, which will be governed by the laws of England)] is a valid choice of law. English law will treat the validity and binding nature of the obligations contained in the Issue Documents [(other than the provisions relating to subordination)] as being governed by the laws of the State of New York;

(ix) [if applicable] [the Board of Directors of the Company is duly authorized to allot [ ] [in nominal amount of Preference Shares under Section 551 of the Companies Act 2006, until [ ] (after which time the Directors shall seek the approval of the shareholders of the Company to renew their authority to allot). The Preference Shares, when allotted and issued either directly or by conversion or exchange for the Designated Securities in accordance with the terms of the Designated Securities and the Indenture, (A) will be validly [authorized (on the assumption that allotment takes place before [

])] and issued [and will be fully paid and not subject to any calls for further funds (and a holder thereof will not be subject to personal liability in respect of the debts and obligations of the Company or any creditors thereof by reason only of being such a holder),] and (B) the issuance of the Preference Shares will not be subject to the pre-emptive rights of any shareholder of the Company;]

(x) [if applicable] [the statements in the Prospectus Supplement which describe the subordination provisions of the Designated Debt Securities, insofar as such statements constitute a general summary of current English law, are a fair summary of the matters referred to therein;]

(xi) [if applicable] [the statements made in the Prospectus under the heading "Description of Preference Shares", insofar as such statements constitute a general summary of certain of the rights and privileges of the holders of the Preference Shares under English law and the Articles of Association of the Company or a summary of the documents, legal matters or proceedings under English law referred to therein, are a fair summary of the matters referred to therein;]

(xii) the statements made in the Prospectus Supplement under the heading "Taxation" were, as at the date of the Prospectus Supplement, a fair summary of the matters set out therein to the extent such matters constitute statements of current United Kingdom tax law and United Kingdom H.M. Revenue & Customs' practice (subject to the limitations set out therein), provided that we express no opinion as to the reasonableness, completeness or fairness of such statements in the context of a prospectus issued publicly in the United States of America or as to the compliance of such statements with the requirements of the securities laws of the United States of America or any part thereof;

(xiii)

(a) no United Kingdom capital gains, income or other similar United Kingdom tax will be payable by the Underwriters in the United Kingdom in respect of any of the offering, issuance and delivery by the Company of the Designated Securities to or for the respective accounts of the Underwriters pursuant to the Underwriting Agreement, as supplemented by the Pricing Agreement, except any liability to United Kingdom corporation tax, income tax or capital gains tax of persons who are resident or ordinarily resident in the United Kingdom for taxation purposes or who are acting in the course of a trade, profession or vocation carried on in the United Kingdom or who carry on a trade in the United Kingdom through a permanent establishment, branch or agency where the Designated Securities are used in or for the purposes of the trade or used, held or acquired to be used or held for the purposes of the permanent establishment, branch or agency;
(b) [if applicable] [other than as described in the Prospectus Supplement, no ad valorem stamp duty, capital duty, registration or other issue or documentary taxes are payable in the United Kingdom on the execution and delivery of the Underwriting Agreement, the Indenture, the Deposit Agreement, if any, or the Pricing Agreement (in each case excluding, for the avoidance of doubt, the performance of the obligations thereunder) or on the delivery of the Designated Debt Securities for the respective accounts of the Underwriters pursuant to the Underwriting Agreement and the Pricing Agreement;]
(c) [if applicable] [under current United Kingdom law and practice, the payment of interest (including any Deferred Interest as defined in the terms and conditions of the Designated Debt Securities) in respect of debt securities having similar terms to the Designated Debt Securities issued under the Subordinated Indenture should not be treated as a "distribution" within the meaning of Section 1000 of the Corporation Tax Act 2010 of the United Kingdom (as amended);]
(d) other than as described in the Prospectus Supplement, payments of interest in respect of the Designated Debt Securities may be made without withholding taxes or duties in the United Kingdom provided that the Designated Debt Securities are listed (for the purposes of Section 987 of the Income Tax Act 2007) on a "recognised stock exchange" within section 1005 of the Income Tax Act 2007 at the time of the payment. As at the date of this opinion, each of the New York Stock Exchange and the London Stock Exchange is a "recognised stock exchange" within the meaning of Section 1005 of the Income Tax Act 2007; and
(e) [if applicable] [the interest on the Designated Debt Securities will have a United Kingdom source and will accordingly remain subject to United Kingdom tax by direct assessment even if the interest is paid without withholding or deduction. However, interest paid on the Designated Debt Securities will, depending on the circumstances of the beneficial owner of that interest and subject to special rules relating to certain trustees, generally not be chargeable to United Kingdom tax by direct assessment unless the beneficial owner of that interest either (w) is resident or ordinarily resident in the United Kingdom in the relevant tax year, (x) has or is treated as having a "UK representative" (for the purposes of Chapters 2B and 2C of Part 14 of the Income Tax Act 2007) in respect of the interest, or (y) receives or is treated as receiving the interest in the course of a trade, profession or vocation carried on in the United Kingdom, or (z) carries on a trade in the United Kingdom through a permanent establishment where the Designated Debt Securities are used by, or held by or for, the permanent establishment.]

FORM OF OPINION OF CRAVATH, SWAINE & MOORE LLP, UNITED STATES COUNSEL TO THE UNDERWRITERS

(i) Assuming that the Indenture, or any supplement thereto, as applicable, and Deposit Agreement have been duly authorized, executed and delivered by the Company, the Indenture, or any supplement thereto, as applicable, and Deposit Agreement constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law). The foregoing opinion is subject to the following qualifications: (a) insofar as provisions in the Deposit Agreement provide for indemnification or a limitation of liability, the enforceability thereof may be limited by public policy considerations and (b) we express no opinion as to (i) Section 7.6 of the Deposit Agreement insofar as such Section relates to the subject matter jurisdiction of the United States District Court for the Southern District of New York to adjudicate any controversy relating to the Deposit Agreement, (ii) the waiver of an inconvenient forum set forth in Section 7.6 of the Deposit Agreement and (iii) whether a United States Federal or State court outside the State of New York would give effect to the choice of New York law provided for in the Deposit Agreement.

(ii) The Designated Securities conform in all material respects to the description thereof contained in the Prospectus. Assuming that the Designated Securities have been duly authorized, when executed and authenticated in accordance with the provisions of the Indenture, or any supplement thereto, as applicable, and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, the Designated Securities will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture, or any supplement thereto, as applicable, and enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law) (it being understood that we express no comment with respect to the legality, validity or enforceability of Sections 2.01 and 13.01 of the Subordinated Indenture).

(iii) The statements set forth under the heading "Description of American Depositary Receipts" in the Prospectus, insofar as such statements purport to constitute summaries of the terms of the ADRs, fairly summarize, in all material respects, the matters therein described. Assuming that the issuance of the ADRs has been duly authorized by the Company and the Depositary in accordance with applicable laws and that the ADRs conform to the form of ADR attached to the Deposit Agreement (which fact we have not verified by an inspection of the individual ADRs), upon due issuance by the Depositary of ADRs evidencing ADSs being delivered on the date hereof against the deposit of Preference Shares in respect thereof in accordance with the provisions of the Deposit Agreement and upon due execution thereof by the Depositary's authorized officers, the ADRs evidencing such ADSs will be duly and validly issued and persons in whose names such ADRs are registered will be entitled to the rights specified therein and in the Deposit Agreement. In expressing the foregoing opinion, we have also assumed that (a) the Preference Shares represented by the ADSs which are in turn evidenced by such ADRs have been duly and validly authorized and issued and are fully paid and nonassessable and any preemptive rights with respect to such Preference Shares have been validly waived or exercised, (b) that the Company has the full power, authority and legal right to deposit the Preference Shares in accordance with the Indenture, or any supplement thereto, as applicable, and the Deposit Agreement, and (c) the Preference Shares have been duly deposited in accordance with the Deposit Agreement, the Indenture, or any supplement thereto, as applicable, in each case under and in accordance with all applicable laws and regulations.

(iv) The Registration Statement and the ADS Registration Statement became effective under the Securities Act of 1933 (the "Securities Act") on [•], and, to our knowledge, no stop order suspending the effectiveness of the Registration Statement or the ADR Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act.

(v) The Indenture has been duly qualified under the Trust Indenture Act of 1939.

(vi) [If applicable,] the Designated Securities are exchangeable into Preference Shares in accordance with the terms of the Indenture, or any supplement thereto, as applicable.

(vii) We participated in conferences with certain officers of, and with the accountants and U.S. and foreign counsel for, the Company concerning the preparation of the Final Prospectus dated [•] (together with the related Basic Prospectus (as defined herein), the "Prospectus"), relating to the Designated Securities, filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 424(b) of the General Rules and Regulations under the Securities Act. The Prospectus was filed as part of the Registration Statement on Form F-3 (Registration No. 333-[•]) filed with the Commission on [•] for registration under the Securities Act of various securities of the Company, to be issued from time to time by the Company (the "Registration Statement"), which Registration Statement includes a prospectus dated [•] (together with the documents incorporated therein by reference, the "Basic Prospectus"). The documents incorporated by reference in the Registration Statement and Prospectus were prepared and filed by the Company without our participation.

Although we have made certain inquiries and investigations in connection with the preparation of the Registration Statement and the Prospectus, the limitations inherent in the role of outside counsel are such that we cannot and do not assume responsibility for the accuracy or completeness of the statements made in the Registration Statement and the Prospectus, except insofar as such statements relate to us and except to the extent set forth in paragraphs 2 and 3 of our opinion to you dated the date hereof. Subject to the foregoing, we confirm to you, on the basis of information gained in the course of the performance of the services rendered above, that, the Registration Statement, at the time it [initially became effective] [was last amended or deemed to be amended], and the Prospectus, as of the date hereof (in each case except for the financial statements and other information of a statistical, accounting or financial nature included therein, and the Statement of Eligibility (Form T-1) included as an exhibit to the Registration Statement, as to which we do not express any view), appeared or appears on its face to be appropriately responsive in all material respects to the requirements of the Securities Act and the Trust Indenture Act of 1939 and the applicable rules and regulations thereunder. Furthermore, subject to the foregoing, we hereby advise you that our work in connection with this matter did not disclose any information that gave us reason to believe that the Registration Statement, at the time the Registration Statement [initially became effective] [was last amended or deemed to be amended], contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Final Prospectus, as of its date or at the date hereof, included an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case except for the financial statements and other information of a statistical, accounting or financial nature included therein and matters relating to the laws of England, as to which we do not express any view).

FORM OF OPINION OF ALLEN & OVERY, ENGLISH SOLICITORS TO THE UNDERWRITERS

(i) the Company is duly incorporated and validly existing as a public company with limited liability under the laws of England;

(ii) we have on [business day prior to closing] made a search at the Companies Registry, London which revealed no order or resolution for the winding-up of the Company, no instrument or notice for the dissolution of the Company and no notice of appointment of a receiver or administrator. However, the search would not reveal whether or not a winding-up petition has been presented, an application for an administration order has been made or notice of an intention to appoint an administrator has been given. Furthermore it is possible that notice of a winding-up order made or resolution passed or a receiver or administrator appointed may not have been filed at the Companies Registry immediately, or may have been filed but not entered on the public microfiche immediately;

(iii) we have also on [business day prior to closing] made an enquiry of the Central Index of Winding-up Petitions which has informed us that it has no record of the presentation of any petition for compulsory winding-up in respect of the Company or of any application or order, or the filing of any documents with the court, for the appointment of an administrator in respect of the Company. However, it is possible that the index may not be completely up-to-date. Furthermore, the Central Index of Winding-up Petitions will not reveal any resolution for voluntary winding-up of the Company. We have not made any enquiries of any District Registry or County Court;

(iv) the Company has the capacity and power to enter into and to perform its obligations under the [Underwriting Agreement, the Pricing Agreement, the Deposit Agreement, if any, and the Indenture] and under the [Securities] and has taken all necessary corporate action to authorise its execution, delivery and performance of the [Underwriting Agreement, the Pricing Agreement, the Deposit Agreement, if any, and the Indenture] and the [Securities];

(v) each of the [Underwriting Agreement, the Pricing Agreement, the Deposit Agreement, if any, and the Indenture] has been duly executed and, where applicable, delivered;

(vi) there is no reason, so far as English law is concerned, why the obligations of the Company under the [Underwriting Agreement, the Pricing Agreement, the Deposit Agreement, if any, and the Indenture] and under the [Securities] should not constitute legal, valid and binding obligations of the Company;

(vii) a judgment obtained against the Company by a court in the State of New York arising out of or in connection with the obligations of the Company under the [Securities], the [Underwriting Agreement, the Pricing Agreement, the Deposit Agreement, if any, and the Indenture] could not be enforced by registration in the English courts but the judgment would be treated as constituting a cause of action against the Company and could be sued upon summarily in the English courts. The English courts should enter judgment against the Company in such proceedings, without re-examination of the merits of the original judgment, provided that:

(a) the original court was of competent jurisdiction and the original judgment is final and conclusive,
(b) the original judgment is not for multiple damages (as defined by the Protection of Trading Interests Act 1980),
(c) the original judgment is for a fixed sum of money and not for a tax, fine or penalty,
(d) the original judgment was not obtained by fraud, or in proceedings contrary to natural justice and its enforcement is not contrary to English public policy,
(e) enforcement proceedings are instituted within six years after the date of the judgment, and
(f) the original judgment is not inconsistent with an English judgment in respect of the same point at issue.
(viii) (a) [the statements made in the Prospectus Supplement under the heading "[Taxation]" are and were, as at the date of the Prospectus Supplement, correct in all material respects to the extent such matters constitute statements of current United Kingdom tax law and HM Revenue & Customs practice;]
(b) [payments of interest on the [Securities] may be made without deduction or withholding on account of United Kingdom income tax provided that the [Securities] are listed on a "recognised stock exchange" as defined in section 1005 of the Income Tax Act 2007. Each of the New York Stock Exchange and the London Stock Exchange is a recognised stock exchange. The [Securities] will satisfy this requirement if they are officially listed in the United States in accordance with provisions corresponding to those generally applicable in EEA states and are admitted to trading on the New York Stock Exchange. Securities will be treated as listed on the London Stock Exchange if they are included in the Official List (within the meaning of and in accordance with the provisions of Part 6 of the Financial Services and Markets Act 2000 (the "FSMA")) and admitted to trading on the London Stock Exchange. Provided, therefore, that the [Securities] remain so listed, interest on the [Securities] will be payable without deduction or withholding on account of United Kingdom income tax; [include if [Securities] have maturity of one year or more]]
(c) [payments of interest on the [Securities] may be made without deduction or withholding on account of United Kingdom income tax; [include if [Securities] have maturity of less than one year]]
(d) [no stamp duty, capital duty, stamp duty reserve tax or other similar tax is payable in the United Kingdom [on the issue of the [Securities] or the transfer of the [Securities] via [DTC]] or on the execution or, where appropriate, delivery of the [Underwriting Agreement, the Pricing Agreement, the Deposit Agreement, if any, and the Indenture];]
(e) [no United Kingdom value added tax will be payable by the Underwriters in respect of their underwriting commissions under the Underwriting Agreement;]

(ix) [the issue of the [Securities] by the Company will not contravene the prohibition contained in section 19 of the FSMA and Article 5 of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 on the carrying on by a person who is neither an authorised person nor an exempt person of the regulated activity of accepting deposits in the United Kingdom;]

(x) [there is no required authorisation, approval or consent of, or registration or filing with, any government department or regulatory authority of or within England in relation to the issue of the [Securities] provided that none of the [Securities] has been or will be offered or sold to persons in the United Kingdom except in circumstances that will not result in an offer to the public in the United Kingdom contrary to section 85(1) of the FSMA.]

FORM OF OPINION OF PATTERSON BELKNAP WEBB & TYLER LLP, COUNSEL FOR THE DEPOSITARY

(i) The Deposit Agreement has been duly authorized, executed and delivered by the Depositary and, assuming it has been duly authorized, executed and delivered by the Company, the Deposit Agreement constitutes a valid and legally binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights generally and to general equity principles.

(ii) Upon due issuance by the Depositary of the ADRs representing the ADSs against deposit of Preference Shares in accordance with the Deposit Agreement, such ADRs will be duly and validly issued and persons in whose names such ADRs are registered will be entitled to the rights of registered holders of ADRs specified therein and in the Deposit Agreement.

Exhibit 5.1

Writer's Direct Dial: +44 (0) 207 614-2237 E-Mail: [email protected]

September 30, 2011

Prudential Public Limited Company 12 Arthur Street London EC4R 9AQ England

Ladies and Gentlemen:

We have acted as special United States counsel to Prudential Public Limited Company, a public limited company incorporated under the law of England and Wales (the "Company"), in connection with the preparation and filing with the United States Securities and Exchange Commission (the "Commission") under the United States Securities Act of 1933, as amended (the "Act"), of a registration statement on Form F-3 (the "Registration Statement") relating to the offering from time to time, together or separately and in one or more series, of its senior debt securities (the "Senior Debt Securities"), its subordinated debt securities (the "Subordinated Debt Securities" and, together with the Senior Debt Securities, the "Debt Securities") and its preference shares. The securities being registered under the Registration Statement will be offered on a continuous or delayed basis pursuant to Rule 415 under the Act.

Unless otherwise provided in any prospectus supplement forming part of the Registration Statement relating to a particular series of Debt Securities, the Senior Debt Securities are to be issued under a senior indenture dated September 8, 2008 (the "Senior Indenture") between the Company and Wilmington Trust Company, as trustee, and the Subordinated Debt Securities are to be issued under a subordinated indenture dated September 8, 2008 (the "Subordinated Indenture" and, together with the Senior Indenture, the "Indentures") between the Company and Deutsche Bank Trust Company Americas, as trustee.

In arriving at the opinions expressed below, we have reviewed the following documents:

(a) the Registration Statement;
(b) an executed copy of the Subordinated Indenture; and
(c) an executed copy of the Senior Indenture.

In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other documents and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below.

CLEARY GOTTLIEB STEEN & HAMILTON LLP IS A LIMITED LIABILITY PARTNERSHIP REGISTERED IN ENGLAND AND WALES NUMBER OC310280. IT IS REGULATED BY THE SOLICITORS REGULATION AUTHORITY. A LIST OF THE MEMBERS AND THEIR PROFESSIONAL QUALIFICATIONS IS OPEN TO INSPECTION AT THE REGISTERED OFFICE, CITY PLACE HOUSE, 55 BASINGHALL STREET, LONDON EC2V 5EH. CLEARY GOTTLIEB STEEN & HAMILTON LLP OR AN AFFILIATED ENTITY HAS AN OFFICE IN EACH OF THE CITIES LISTED ABOVE.

In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified (i) the accuracy as to factual matters of each document we have reviewed and (ii) that the Debt Securities in global form, and any Debt Securities in certificated form issued in exchange therefor, will conform to the forms thereof set forth in the board resolution, officer's certificate or supplemental indenture, as the case may be, pursuant to which such Debt Securities will be issued.

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that:

The Indentures have been duly executed and delivered by the Company under the law of the State of

New York.

(a) When the Senior Debt Securities have been duly authorized, executed and delivered, the Senior Debt Securities will be the valid, binding and enforceable obligations of the Company entitled to the benefits of the Senior Indenture, and (b) when the Subordinated Debt Securities have been duly authorized, executed and delivered, the Subordinated Debt Securities will be the valid, binding and enforceable obligations of the Company entitled to the benefits of the Subordinated Indenture.

Insofar as the foregoing opinions relate to the validity, binding effect or enforceability of any agreement or obligation of the Company, (a) we have assumed that the Company and each other party to such agreement or obligation has satisfied or, prior to the issuance of the Debt Securities, will satisfy those legal requirements that are applicable to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Company regarding matters of the federal law of the United States of America or the law of the State of New York that in our experience normally would be applicable to general business entities with respect to such agreement or obligation), (b) such opinions are subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity, and (c) such opinions are subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors rights.

In rendering the opinions expressed above, we have further assumed that (a) the Registration Statement and any amendments thereto (including post-effective amendments) will have become effective and comply with all applicable laws, (b) the Registration Statement will be effective and will comply with all applicable laws at the time the Debt Securities are offered or issued as contemplated by the Registration Statement, (c) the terms of the Debt Securities will conform to the forms thereof and will not violate any applicable law, result in a default under or breach of any agreement or instrument binding upon the Company or violate any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, (d) the Debt Securities will be sold and delivered to, and paid for by, the purchasers at the price specified in, and in accordance with the terms of, an agreement or agreements duly authorized, executed and delivered by the parties thereto, (e) the Company will authorize the offering and issuance of the Debt Securities, will authorize, approve and establish the final terms and conditions thereof and will take any other appropriate additional corporate action, and (f) certificates, if required,

representing the Debt Securities will be duly executed and delivered and, to the extent required by the applicable Indenture, duly authenticated and countersigned.

With respect to the second sentence in Section 1.17 in each of the Indentures, we express no opinion as to the subject matter jurisdiction of any United States federal court to adjudicate any action where jurisdiction based on diversity of citizenship under 28 U.S.C. §1332 does not exist. In addition, we express no opinion as to the enforceability of Article 13 of the Subordinated Indenture and the subordination provisions of the Subordinated Securities (which are expressed to be governed by the law of England).

We note that by statute New York provides that a judgment or decree rendered in a currency other than the currency of the United States shall be converted into U.S. dollars at the rate of exchange prevailing on the date of entry of the judgment or decree. There is no corresponding Federal statute and no controlling Federal court decision on this issue. Accordingly, we express no opinion as to whether a Federal court would award a judgment in a currency other than U.S. dollars or, if it did so, whether it would order conversion of the judgment into U.S. dollars. In addition, we express no opinion as to the enforceability of any provision of the Indentures relating to currency indemnity.

The foregoing opinions are limited to the federal law of the United States of America and the law of the State of New York.

We are furnishing this opinion letter to you, solely for your benefit in connection with the filing of the Registration Statement with the Commission under the Act. This opinion letter is not to be used, circulated, quoted or otherwise referred to for any other purpose.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the heading "Legal Opinions" in the prospectus that forms part of the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

CLEARY GOTTLIEB STEEN & HAMILTON LLP

By: /s/ Sebastian R. Sperber

Sebastian R. Sperber, a Partner

Exhibit 5.2

30 September 2011

Direct line +44 (0) 207 090 3299

Prudential plc Your reference 12 Arthur Street London Our reference EC4R 9AQ GO/AJVB

Dear Sirs,

Prudential plc (the "Company")

Senior Debt Securities ("Senior Debt Securities"), Subordinated Debt Securities ("Subordinated Debt Securities") (together with the Senior Debt Securities, the "Debt Securities"), Preference Shares and American Depositary Receipts to be issued under a US Registered Shelf Facility (the "Facility")

We have acted as English solicitors to the Company. This opinion as to English law as at today's date is addressed to you in connection with a registration statement on Form F-3, as filed on 30 September 2011 with the United States Securities and Exchange Commission (the "Commission") by the Company under the United States Securities Act 1933, as amended (the "Securities Act") and which relates, inter alia, to the offer and sale of Debt Securities and Preference Shares by the Company (the "Registration Statement"). Senior Debt Securities will be issued under the Facility under the Senior Indenture (as defined below) and Subordinated Debt Securities will be issued under the Facility under the Subordinated Indenture (as defined below), in each case as supplemented from time to time.

This opinion is delivered to you in connection with issues from time to time of Debt Securities by the Company and the Preference Shares for or into which the Debt Securities may be exchanged or converted.

For the purposes of this opinion, we have examined copies of the following documents:

(a) the Subordinated Indenture dated 8 September, 2008 between the Company as issuer and Deutsche Bank Trust Company Americas as subordinated trustee, in the form filed as an exhibit to the registration statement on Form F-3 (No. 333-153367) (the "2008 Registration Statement") and as incorporated by reference into the Registration Statement (the "Subordinated Indenture");
(b) the Senior Indenture dated 8 September, 2008 between the Company as issuer and Wilmington Trust Company as trustee, in the form filed as an exhibit to the 2008 Registration Statement and as incorporated by reference into the Registration Statement (the "Senior Indenture"),

(the Indentures described in (a) and (b) above, as supplemented from time to time, are referred to in this opinion letter as the "Indentures");

(c) the Registration Statement on Form F-3, which, for the avoidance of doubt, includes the prospectus relating to the Facility (the "Prospectus"); and
(d) a certificate dated 30 September 2011 of the Company Secretary (the "Secretary's Certificate") having annexed thereto:
(i) a copy of the Memorandum and Articles of Association of the Company certified by the Company Secretary as a true, complete and up to date copy; and
(ii) a copy of the minutes of a meeting of the Board of Directors of the Company held on 21 September 2011 and a copy of the minutes of a meeting of a committee of the Board of Directors of the Company held on 26 September 2011, each certified by the Company Secretary as a true and up to date copy.

Expressions defined in the Indentures shall have the same meanings when used in this opinion.

We have not made any investigation of, and do not express any opinion on, the laws of any jurisdiction other than England and neither express nor imply any opinion as to any other laws, in particular the laws of the State of New York and of the United States of America.

We have assumed:

(i) the conformity to original documents of all copy (including electronic copy) documents examined by us;
(ii) that all signatures on the executed documents which, or copies of which, we have examined are genuine;
(iii) the capacity, power and authority of each of the parties (other than the Company) to execute, deliver and perform its obligations under each of the Indentures;
(iv) the accuracy and completeness of all statements made in the Secretary's Certificate and the documents referred to therein and that such certificate and statements remain true, accurate and complete as at the date of this opinion and as at each date on which Debt Securities are, from time to time, issued;
(v) that the minutes of the meeting of the Board of Directors held on 21 September 2011 and the minutes of the meeting of a committee of the Board of Directors held on 26 September 2011 are true records of the proceedings described therein of a duly convened, constituted and quorate meeting of the Company's Board of Directors (and of a duly constituted committee thereof) and that the relevant meetings were duly held and that the authorisations given and the resolutions passed at such meetings have not subsequently been rescinded, revoked, amended or superseded;
(vi) that the copy of the Memorandum and Articles of Association of the Company examined by us is complete and up to date and would, if issued today, comply, with respect to the Articles of Association, with section 36 of the Companies Act 2006;
(vii) that the directors of the Company have complied with their duties as directors insofar as relevant to this opinion;
(viii) that no law of any jurisdiction outside England would render the execution or delivery of the Indentures or the Debt Securities illegal or ineffective and that, insofar as any obligation under any Indenture is performed in, or is otherwise subject to, any jurisdiction other than England and Wales, its performance will not be illegal or ineffective by virtue of the law of that jurisdiction;
(ix) that the Debt Securities will, upon issue, be duly executed, delivered and authenticated in accordance with the provisions of the relevant Indenture and will not be inconsistent with any applicable prospectus supplement;
(x) that the Preference Shares will be issued in accordance with the provisions of the Indentures and will not be inconsistent with any applicable prospectus supplement or any resolutions of the Board of Directors (or of a duly constituted committee thereof) passed subsequent to the date hereof;
(xi) that (a) the information disclosed by our searches on 30 September 2011 of the Companies House database (CH Direct) and by telephone of the Central Registry of Winding-up Petitions on 30 September 2011 in relation to the Company (the "Searches"), was then complete, up to date and accurate and has not since then been altered or added to and (b) those Searches did not fail to disclose any information relevant for the purpose of this opinion.
(xii) that (a) no proposal has been made for a voluntary arrangement, and no moratorium has been obtained, in relation to the Company under Part I of the Insolvency Act 1986, (b) the Company has not given any notice in relation to or passed any winding-up resolution, (c) no application has been made or petition presented to a court, and no order has been made by a court, for the winding-up or administration of the Company, and no step has been taken to strike off or dissolve the Company, (d) no liquidator, administrator, receiver, administrative receiver, trustee in bankruptcy or similar officer has been appointed in relation to the Company or any of its assets or revenues, and no notice has been given or filed in relation to the appointment of such an officer, and (e) no insolvency proceedings

or analogous procedures have been commenced in any jurisdiction outside England and Wales in relation to the Company or any of its assets or revenues;

(xiii) that none of the parties to the Indentures and Registration Statement has taken or will take any action in relation to the Debt Securities (a) which constitutes carrying on, or purporting to carry on, a regulated activity in the United Kingdom in contravention of Section 19 of the Financial Services and Markets Act 2000 (the "FSMA") (within the meaning of the FSMA) or (b) in consequence of anything said or done by a person in the course of carrying on or purporting to carry on a regulated activity (within the meaning of the FSMA) in the United Kingdom in contravention of that Section;
(xiv) that no amendment has been, or will be, made to either of the Indentures or to the Registration Statement as filed on the date hereof;
(xv) that (except so far as permitted by Section 21 of the FSMA or applicable regulations or rules made under the FSMA) no agreement to engage in investment activity (within the meaning of section 21(8) of the FSMA) in connection with any of the Debt Securities has been or will be entered into in consequence of an unlawful communication (within the meaning of section 30 of the FSMA);
(xvi) that none of the Debt Securities or Preference Shares will be offered or sold to persons in the United Kingdom except in circumstances that will not result in an offer to the public in the United Kingdom contrary to section 85(1) of the FSMA;
(xvii) that any party to the Indentures which is subject to the supervision of any regulatory authority in the United Kingdom has complied and will comply with all the requirements of such regulatory authority in connection with the issue, offer and sale of the Debt Securities; and
(xviii) that the Indentures and the Debt Securities (when executed, authenticated and delivered in accordance with the Indentures) constitute, and will constitute, (as the case may be) valid, binding and enforceable obligations of the parties thereto under the laws of the State of New York and that the Indentures and the Debt Securities have the same meaning and effect as they would have if they were governed by English law.

Based on and subject to the foregoing and subject to the reservations mentioned below and to any matters not disclosed to us, we are of the following opinion:

1. The Company is a public limited company which has been duly incorporated and is validly existing.
1. The Company has the capacity and power to execute and deliver the Indentures and to exercise its rights and perform its obligations thereunder.
1. All necessary corporate action has been taken by the Company to authorise the execution and delivery of the Indentures and the exercise of its rights and performance of its obligations thereunder.
1. Any final and conclusive judgment against the Company for a definite sum of money entered by a court of the State of New York in any suit, action or proceedings arising out of or in connection with the obligations of the Company under the Indentures would be enforced by the English courts, without re-examination or re-litigation of the matters adjudicated upon, provided that:
(a) the judgment was not obtained by fraud;
(b) the enforcement of the judgment would not be contrary to English public policy (and enforcement of a judgment for liability founded in US federal or state securities law may be contrary to public policy);
(c) the judgment was not obtained in proceedings contrary to natural justice;
(d) the judgment is not inconsistent with an English judgment in respect of the same matter;
(e) the judgment is not for multiple damages;
(f) enforcement proceedings are instituted within six years after the date of the judgment;
(g) an English Court may refuse to give effect to any provision in an agreement which would involve the enforcement of foreign taxation or penal laws; and
(h) any undertakings or indemnities in relation to United Kingdom stamp duties given by the Company may be void under the provisions of Section 117 of the Stamp Act 1891 of the United Kingdom (as amended).

A foreign judgment may be "final and conclusive" though it is subject to appeal.

1. The execution and delivery of the Indentures by the Company and the exercise of its rights and the performance of its obligations thereunder:
(a) are not prohibited by any law or regulation applicable to English companies generally or by the Memorandum or Articles of Association of the Company; and
(b) do not require, under any law or regulation applicable to English companies generally, any order, permission, authorisation, approval or consent from, or filing or registration with, any public authority or governmental agency in England.
1. The choice of the law of the State of New York as the governing law of the Indentures (except for the provisions set out in Section 2.01 and Section 13.01 of the Subordinated Indenture) is a valid choice of law. English law will treat the validity and binding nature of the obligations contained in the Indentures (except for the provisions set out in Section 2.01 and Section 13.01 of the Subordinated Indenture) as being governed by the law of the State of New York.
1. The Board of Directors of the Company are duly authorised to allot up to US\$20 million, A20 million and £20 million in aggregate nominal amount of Preference Shares under Section 551 of the Companies Act 2006 until 14 May 2014 (after which time the Directors must seek the approval of the shareholders of the Company to renew their authority to allot). The Preference Shares, when allotted and issued either directly or by exchange for the Debt Securities, in each case, in accordance with the terms of the Debt Securities and the Indentures will:
(a) be validly issued and will be fully paid and not subject to any calls for further funds; and
(b) not be subject to any pre-emption rights of any shareholder of the Company.
1. The statements in the Prospectus under the headings "Descriptions of the Senior Debt Securities", "Descriptions of the Subordinated Debt Securities" and "Description of Preference Shares", insofar as such statements constitute a general summary of current English law, are a fair summary of the matters referred to therein.

Our reservations are as follows:

(A) We express no opinion on European Union law as it affects any jurisdiction other than England.
(B) Where the parties have agreed to submit to the exclusive jurisdiction of the courts of any place outside England and Wales, the English courts would accept jurisdiction only in the most exceptional circumstances.
(C) If an English court assumes jurisdiction:
(i) it would not apply the laws of the State of New York if:
- (a) the laws of the State of New York were not pleaded and proved; or
- (b) to do so would be contrary to English public policy or mandatory rules of English law; or
(c) to do so would give effect to a foreign penal, revenue or other public law; and
(ii) it may have regard to the law of the place of performance of any obligation under the Indentures which is to be performed outside England and Wales. It may refer to that law in relation to the manner of performance and the steps to be taken in the event of defective performance.
(D) There is doubt as to the enforceability in England, in original actions or in actions for the enforcement of judgments of United States courts, of liabilities predicated solely upon the federal securities laws of the United States.
(E) Undertakings and indemnities contained in the Indentures may not be enforceable before an English court insofar as they purport to require payment or reimbursement of the costs of any unsuccessful litigation brought before an English court.
(F) Laws relating to insolvency, liquidation, administration or other laws or procedures affecting generally the enforcement of creditors' rights may affect the obligations of the Company under the Indentures, the Preference Shares or the Debt Securities and the remedies available.
(G) The exercise of certain of the Company's rights and obligations under the Debt Securities and Preference Shares is, as at today's date, subject to the Company obtaining the approval of or consent from the United Kingdom Financial Services Authority (the "FSA") (including in the form of a waiver) and to such other or further conditions as the FSA may impose from time to time.
(H) We express no opinion as to whether specific performance or injunctive relief, being equitable remedies, would be available in respect of any obligations of the Company.
(I) Except as specifically provided in paragraph 8 above, we have not been responsible for investigating or verifying the accuracy of the facts, including statements of law, or the reasonableness of any statements of opinion contained in the Registration Statement and/or the Prospectus (including any amendments or supplements thereto) or whether any material facts have been omitted from any of them. Accordingly, we express no opinion as to whether the Registration Statement and/or Prospectus (or any part thereof) contain(s) all the information required to be contained in any of them or whether the persons responsible for the Registration Statement and/or Prospectus have discharged their obligations in relation to the information contained in or disclosed by the Registration Statement and/or Prospectus.
(J) The Searches are not conclusive as to whether or not insolvency proceedings have been commenced in relation to the Company or any of its assets. For example, information required to be filed with the Registrar of Companies at Companies House or the Central Registry of Winding up Petitions is not in all cases required to be filed immediately (and may not be filed at all or on time); once filed, the information may not be made publicly available immediately (or at all); information filed with a District Registry or County Court may not, and in the case of administrations will not, become publicly available at the Central Registry; and the Searches may not reveal whether insolvency proceedings or analogous procedures have been commenced in jurisdictions outside England and Wales.

This opinion is to be governed by and construed in accordance with English law and is addressed to you solely for your benefit in connection with the issue, from time to time, of the Debt Securities and the Preference Shares under the Facility. It is not to be transmitted to anyone else nor is it to be relied upon by anyone else or for any other purpose or quoted or referred to in any public document or filed with anyone without our express consent, except that it may be disclosed to the FSA.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the paragraphs under the headings "Limitations on Enforcement of U.S. Laws Against Us, Our Management and Others" and "Legal Opinions" in the Prospectus that forms part of the Registration Statement without admitting that we are "experts" under the Securities Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement or Prospectus, including this exhibit.

Yours faithfully, /s/ Slaughter and May

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for each of the periods indicated using financial information calculated in accordance with IFRS:

	HISTORICAL BASIS					SUPPLEMENTAL BASIS
	Six Months Ended June 30, 2011	2010	2009	Years Ended December 31, 2008(6)	2007	2006	Six Months Ended June 30, 2011 (In £ millions, except ratios)	2010	2009	Years Ended December 31, 2008(6)	2007	2006
Profit (loss) from continuing operations before tax (before non-controlling interests)	1,258	2,072	1,564	(2,074)	1,058	2,111
Profit (loss) from continuing operations before tax attributable to shareholders (before non-controlling interests)							1,164	1,461	746		(450) 1,063	1,281
Less: Loss from associates accounted for under the equity method	1	6	—	—	—	—	1	6	—	—	—	—
Add: Fixed charges	236	458	403	565	853	1,093	177	343	268	317	276	253
Earnings(1)	1,495	2,536	1,967	(1,509)	1,911	3,204	1,342	1,810	1,014		(133) 1,339	1,534
Fixed charges:
Interest payable on core structural borrowings (2)	140	257	209	172	168	177	140	257	209	172	168	177
Interest on other borrowings relating to shareholder- financed business(3)	34	80	39	129	265	532	37	86	59	145	108	76
Interest relating to with-profits business(4)	21	25	33	71	192	153
Product interest(5)	41	96	122	193	228	231
Fixed Charges	236	458	403	565	853	1,093	177	343	268	317	276	253
Ratio of Earnings to Fixed Charges	6.3	5.5	4.9	—	2.2	2.9	7.6	5.3	3.8	—	4.9	6.1
Earnings in Excess of (less than) Fixed Charges	1,259	2,078	1,564	(2,074)	1,058	2,111	1,165	1,467	746		(450) 1,063	1,281

Notes:

(1) For the purposes of calculating the ratios, earnings on both historical and supplemental bases represent profit (loss) from continuing operations before tax and non-controlling interests, plus fixed charges and after deduction of the undistributed income from associates accounted for under the equity method. Accordingly, the profit (loss) before tax and non-controlling interests on each basis has been restated for any business disposals and closures in later years, where applicable. In particular, the profit for 2007 and 2006 as shown in the table above excluded the profit (loss) from the discontinued UK banking operations following the sale on May 1, 2007 of Egg Banking plc. On the other hand, fixed charges, included in the historical ratios, comprise interest from both continuing and discontinued operations.

On the historical basis, the profit included in earnings represents profit (loss) from continuing operations before tax (being tax attributable to shareholders' and policyholders' returns). On the supplemental basis, the profit included in earnings represents profit from continuing operations before tax attributable to shareholders.

(2) Core structural borrowings comprise those borrowings required to support our main business activities.
(3) Interest on other borrowings relating to shareholder-financed business includes:
(a) interest on commercial paper, floating and medium term notes supporting a short-term fixed income securities reinvestment program.
(b) interest on lease payments for property. Given the complexities of calculating the interest on lease payments, we have assumed that 1/3 of the total lease payments represent interest.
(c) interest on borrowings whose repayment to the lender is contingent on future surpluses emerging from certain contracts specified under the arrangement.
(d) interest payable on non-recourse borrowings of investment funds managed by PPM America and of Piedmont trust entity subsidiary, which are consolidated as if they were subsidiaries, as a result of our effective control of the funds.
(e) for 2007 and 2006, interest of the discontinued UK banking operations (sold in May 2007) which comprised interest payable on their structural borrowings, debt held for trading purposes, customer accounts and deposits by banks.

Interest payable on tax liabilities is excluded. On the supplemental bases, items (d) and (e) have been excluded. Item (d) is excluded because it does not relate to debt held for structural purposes and item (e) is excluded because it relates to operations which were sold in 2007 and as such their profit (loss) had been excluded from the profit from continuing operations in the calculation of earnings.

(4) Interest relating to with-profits business includes:
(a) interest on other bank loans and overdrafts.
(b) interest on non-recourse borrowings of investment, property and venture fund subsidiaries, primarily investments of The Prudential Assurance Company's ("PAC") with-profit fund, which are consolidated as if they were subsidiaries as a result of our effective control of these investments. From November 2007, subsequent to the sale of the venture

fund management subsidiary, PPM Capital, we no longer consolidate the venture fund subsidiaries managed by PPM Capital.

(c) interest on lease payments for property. Given the complexities of calculating the interest on lease payments, we have assumed that 1/3 of the total lease payments represent interest.
(d) interest on debt held in the Scottish Amicable Insurance Fund ("SAIF"), a ring-fenced sub-fund of PAC in which shareholders have no interest.

On the supplemental bases, the above items have been excluded as these charges have no direct impact on profit before tax attributable to shareholders. The nature and operation of the profit sharing arrangement between policyholders and shareholders regarding results of the with-profits funds business is distinctive to the UK and certain Asian operations. Separate legally ring-fenced funds are maintained in our group companies having with-profits business. Shareholder funds are only entitled to receive profit distributions from the with-profits funds as a function of profit participation bonuses distributed or credited to policyholders. In the case of the SAIF, shareholders are not entitled to any profit from the fund other than investment management fees. Earnings from with-profits business are recognized only when with-profits bonuses are declared and the shareholders' share of bonuses is transferred to shareholders' equity. Fixed charges incurred by with-profits funds do not directly impact the level of bonuses, and therefore do not directly impact earnings.

(5) Product interest includes interest on wholesale funding arrangements entered into by Jackson National Life ("Jackson"). These funding arrangements are similar in substance to Guaranteed Investment Contracts (GICs) and, as such, the interest expense is akin to interest credited on policyholders' accounts. In addition, product interest also includes interest credited on account values of policyholders for GICs and annuity certain products of Jackson which are investment contracts without discretionary participation features under IFRS 4. Interest credited on other IFRS 4 "investment contracts without discretionary participation feature", which are more similar to a policyholder share of investment returns for mostly unit-linked (but not separate account) business with insignificant insurance risk, have been excluded. On a supplemental basis all product interest has been excluded.
(6) Net losses for the year ended December 31, 2008 meant that earnings were insufficient to cover fixed charges on both historical and supplemental bases for the period, with earnings being £2,074 million less than fixed charges on a historical basis, and earnings being £450 million less than fixed charges on a supplemental basis.

The SEC neither requires nor encourages the presentation of supplemental ratios of earnings to fixed charges.

Consent of Independent Registered Public Accounting Firm

The Board of Directors Prudential Plc:

We consent to the use of our reports dated May 11, 2011, with respect to the consolidated statements of financial position of Prudential plc and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows, for each of the years in the three-year period ended December 31, 2010, and the condensed financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2010, included in the 31 December 2010 Annual Report on Form 20-F of Prudential plc and incorporated herein by reference and to the reference to our firm under the heading "Experts" in the prospectus.

/s/ KPMG Audit Plc KPMG Audit Plc London, England 30 September 2011

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

WILMINGTON TRUST COMPANY

(Exact name of Trustee as specified in its charter)

(Jurisdiction of incorporation of organization if not a U.S. national bank)

Delaware 51-0055023 (I.R.S. Employer Identification No.)

1100 North Market Street Wilmington, Delaware 19890-0001 (302) 651-1000

(Address of principal executive offices, including zip code)

Michael A. DiGregorio Senior Vice President and General Counsel

Wilmington Trust Company 1100 North Market Street Wilmington, Delaware 19890-0001 (302) 651-8793

(Name, address, including zip code, and telephone number, including area code, of agent of service)

Prudential Public Limited Company (Exact name of obligor as specified in its charter)

England and Wales Not applicable (State or other jurisdiction or incorporation or organization) (I.R.S. Employer Identification No.)

12 Arthur Street, London EC4R 9AQ, England

(Address of principal executive offices, including zip code)

Senior Debt Securities (Title of the indenture securities)

ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

State Bank Commissioner 555 East Lockerman Street, Suite 210 Dover, Delaware 19901

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon an examination of the books and records of the trustee and information available to the trustee, the obligor is not an affiliate of the trustee.

ITEM 16. LIST OF EXHIBITS.

Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification.

Exhibit 1. Copy of the Charter of Wilmington Trust Company:

Exhibit 2 -Certificate of Authority of Wilmington Trust Company to commence business — included in Exhibit 1 above.

Exhibit 3 - Authorization of Wilmington Trust Company to exercise corporate trust powers — included in Exhibit 1 above.

Exhibit 4. Copy of By-Laws of Wilmington Trust Company.

Exhibit 5. Not applicable

Exhibit 6. Consent of Wilmington Trust Company required by Section 321(b) of the Trust Indenture Act.

Exhibit 7. Copy of most recent Report of Condition of Wilmington Trust Company.

Exhibit 8. Not applicable.

Exhibit 9. Not applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 27th day of September, 2011.

[SEAL] WILMINGTON TRUST COMPANY

Attest: /s/ Joshua C. Jones By: /s/ W. Thomas Morris II

Assistant Secretary Name: W. Thomas Morris II Title: Vice President

EXHIBIT 1*

RESTATED CHARTER

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

*Exhibit 1 also constitutes Exhibits 2 and 3.

RESTATED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY

(Originally incorporated on March 2, 1901 under the name "Delaware Guarantee and Trust Company")

FIRST: The name of the corporation is Wilmington Trust Company (hereinafter referred to as the

"Company").

SECOND: The principal place of business of the Company in the State of Delaware shall be located in the City of Wilmington, County of New Castle. The Company may have one or more branch offices or places of business.

THIRD: The purpose for which the Company is formed is to carry on a non-depository trust company business and, in connection therewith, the Company shall have and possess all powers, rights, privileges and franchises incident to a non-depository trust company, and in general shall have the right, privilege and power to engage in any lawful act or activity, within or without the State of Delaware, for which non-depository trust companies may be organized under the provisions of Chapter 7 of Title 5 of the Delaware Code, as the same may be amended from time to time, and, in addition, may avail itself of any additional privileges or powers permitted to it by law.

FOURTH: The amount of the total authorized capital stock of the Company shall be Five Hundred Thousand Dollars (\$500,000), divided into Five Thousand (5,000) shares of common stock, having a par value of One Hundred Dollars (\$100) per share. Upon the effective time of the filing of this Restated Charter or Act of Incorporation, each share of common stock of the Company, par value One Dollar (\$1.00) per share, outstanding immediately prior to such

effective time shall be reclassified and changed into one share of common stock of the Company, par value One Hundred Dollars (\$100) per share.

FIFTH: The number of directors who shall constitute the whole board of directors of the Company shall be such number as shall be fixed by, or in the manner provided in, the bylaws of the Company, provided that the number of directors shall not be less than five.

SIXTH: The duration of the Company's existence shall be perpetual.

SEVENTH: The private property of the stockholders of the Company shall not be subject to the payment of the debts of the Company.

EIGHTH: The business and affairs of the Company shall be managed by or under the direction of the board of directors, and the directors need not be elected by ballot unless required by the bylaws of the Company.

NINTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the board of directors of the Company is expressly authorized to make, amend, and repeal the bylaws of the Company. The bylaws of the Company may confer upon the directors specific powers, not inconsistent with law, which are in addition to the powers and authority expressly conferred by the laws of the State of Delaware.

TENTH: The Company shall have the right to amend, alter, change or repeal any provisions contained in this Restated Charter or Act of Incorporation to the extent or in the manner now or hereafter permitted or prescribed by law.

ELEVENTH: To the fullest extent permissible under Title 5, Section 723(b) of the Delaware Code, a director of the Company shall have no personal liability to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate the liability of a director (i) for any breach of the director's duty

of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the Company shall not adversely affect any right or protection of a director of the Company existing at the time of such repeal or modification.

TWELFTH: The Company shall have the power to merge or sell its assets and take other corporate action to the extent and in the manner now or hereafter permitted or prescribed by law, and all rights conferred upon stockholders herein are granted subject to such rights.

THIRTEENTH: This Restated Charter or Act of Incorporation shall become effective at 12:05 a.m. on July 1, 2011.

[Signature Page Follows]

IN WITNESS WHEREOF, this Restated Charter or Act of Incorporation, which restates and integrates and further amends the provisions of the Charter or Act of Incorporation of the Company and which has been duly adopted in accordance with Sections 242 and 245 of the Delaware General Corporation Law, has been executed by its duly authorized officer this 30th day of June, 2011

WILMINGTON TRUST COMPANY

By: /s/ Brian R. Yoshida

Name: Brian R. Yoshida Title: Group Vice President & Deputy General Counsel

EXHIBIT 4

BY-LAWS

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

BYLAWS OF WILMINGTON TRUST COMPANY

ARTICLE 1 Stockholders' Meetings

Section 1. Annual Meeting. The annual meeting of stockholders shall be held on the third Thursday in April each year at the principal office at the Company or at such other date, time or place as may be designated by resolution by the Board of Directors.

Section 2. Special Meetings. Special meetings of stockholders may be called at any time by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President.

Section 3. Notice. Notice of all meetings of the stockholders shall be given by mailing to each stockholder at least ten (10) days before said meeting, at his last known address, a written or printed notice fixing the time and place of such meeting.

Section 4. Quorum. A majority in the amount of the capital stock of the Company issued and outstanding on the record date, as herein determined, shall constitute a quorum at all meetings of stockholders for the transaction of any business, but the holders of a smaller number of shares may adjourn from time to time, without further notice, until a quorum is secured. At each annual or special meeting of stockholders, each stockholder shall be entitled to one vote, either in person or by proxy, for each share of stock registered in the stockholder's name on the books of the Company on the record date for any such meeting as determined herein.

ARTICLE 2 Directors

Section 1. Management. The affairs and business of the Company shall be managed by or under the direction of the Board of Directors.

Section 2. Number. The authorized number of directors that shall constitute the Board of Directors shall be fixed from time to time by or pursuant to a resolution passed by a majority of the Board of Directors within the parameters set by the Charter of the Company.

Section 3. Reserved.

Section 4. Meetings. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors, the Chief Executive Officer or the President.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, the Chief Executive Officer or the President, and shall be called upon the written request of a majority of the directors.

Section 6. Quorum. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 7. Notice. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting.

Section 8. Vacancies. In the event of the death, resignation, removal, inability to act or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified.

Section 9. Organization Meeting. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, and shall elect from its own members a Chairman of the Board, a Chief Executive Officer and a President, who may be the same person. The Board

of Directors shall also elect at such meeting a Secretary and a Chief Financial Officer, who may be the same person, and may appoint at any time such committees as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. The Board of Directors, or a committee designated by the Board of Directors may elect or appoint such other officers as they may deem advisable.

Section 10. Removal. The Board of Directors may at any time remove, with or without cause, any member of any committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor.

Section 11. Responsibility of Officers. The Board of Directors may designate an officer to be in charge of such departments or divisions of the Company as it may deem advisable.

Section 12. Participation in Meetings. The Board of Directors or any committee of the Board of Directors may participate in a meeting of the Board of Directors or such committee, as the case may be, by conference telephone, video facilities or other communications equipment. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all of the members of the Board of Directors or the committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the Board of Directors or such committee.

ARTICLE 3 Committees of the Board of Directors

Section 1. Audit Committee.

(A) The Audit Committee shall be composed of not less than three (3) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board.

(B) The Audit Committee shall have general supervision over the Audit Services Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Services Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable.

(C) The Audit Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the Committee's members shall deem it to be proper for the transaction of its business. A majority of the Committee's members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

Section 2. Compensation Committee.

(A) The Compensation Committee shall be composed of not less than three (3) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors.

(B) The Compensation Committee shall in general advise upon all matters of policy concerning compensation, including salaries and employee benefits.

(C) The Compensation Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the Committee's members shall deem it to be proper for the transaction of its business. A majority of the Committee's members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

Section 3. Nominating and Corporate Governance Committee.

(A) The Nominating and Corporate Governance Committee shall be composed of not less than three (3) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors.

(B) The Nominating and Corporate Governance Committee shall provide counsel and make recommendations to the Chairman of the Board and the full Board with respect to the performance of the Chairman of the Board and the Chief Executive Officer, candidates for membership on the Board of Directors and its committees, matters of corporate governance, succession planning for the Company's executive management and significant shareholder relations issues.

(C) The Nominating and Corporate Governance Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President, or a majority of the Committee's members shall deem it to be proper for the transaction of its business. A majority of the Committee's members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

Section 4. Other Committees. The Company may have such other committees with such powers as the Board may designate from time to time by resolution or by an amendment to these Bylaws.

Section 5. Associate Directors.

(A) Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve at the pleasure of the Board of Directors.

(B) Associate directors shall be entitled to attend all meetings of directors and participate in the discussion of all matters brought to the Board of Directors, but will not have a right to vote.

Section 6. Absence or Disqualification of Any Member of a Committee. In the absence or disqualification of any member of any committee created under Article III of these Bylaws, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

ARTICLE 4 Officers

Section 1. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and shall have such further authority and powers and shall perform such duties the Board of Directors may assign to him from time to time.

Section 2. Chief Executive Officer. The Chief Executive Officer shall have the powers and duties pertaining to the office of Chief Executive Officer conferred or imposed upon him by statute, incident to his office or as the Board of Directors may assign to him from time to time. In the absence of the Chairman of the Board, the Chief Executive Officer shall have the powers and duties of the Chairman of the Board.

Section 3. President. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute, incident to his office or as the Board of Directors may assign to him from time to time. In the absence of the Chairman of the Board and the Chief Executive Officer, the President shall have the powers and duties of the Chairman of the Board.

Section 4. Duties. The Chairman of the Board, the Chief Executive Officer or the President, as designated by the Board of Directors, shall carry into effect all legal directions of the Board of Directors and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office.

Section 5. Vice Presidents. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all of the duties of the Chairman of the Board, the Chief Executive Officer and/or the President and such other powers and duties incident to their respective offices or as the Board of Directors, the Chairman of the Board, the Chief

Executive Officer or the President or the officer in charge of the department or division to which they are assigned may assign to them from time to time.

Section 6. Secretary. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the committees thereof, to the keeping of accurate minutes of all such meetings, recording the same in the minute books of the Company and in general notifying the Board of Directors of material matters affecting the Company on a timely basis. In addition to the other notice requirements of these Bylaws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any such meeting. He shall have custody of the corporate seal, affix the same to any documents requiring such corporate seal, attest the same and perform other duties incident to his office.

Section 7. Chief Financial Officer. The Chief Financial Officer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all transactions of the Company. He shall have general supervision of the expenditures of the Company and periodically shall report to the Board of Directors the condition of the Company, and perform such other duties incident to his office or as the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President may assign to him from time to time.

Section 8. Controller. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors or the Audit Committee at appropriate times a report relating to the general condition and internal operations of the Company and perform other duties incident to his office.

There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller.

Section 9. Audit Officers. The officer designated by the Board of Directors to be in charge of the Audit Services Division of the Company, with such title as the Board of Directors shall prescribe, shall report to and be directly responsible to the Audit Committee and the Board of Directors.

There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Services Division.

Section 10. Other Officers. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office of Assistant Secretary of the Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to which they are assigned.

Section 11. Powers and Duties of Other Officers. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President and the officer in charge of the department or division to which they are assigned.

Section 12. Number of Offices. Any one or more offices of the Company may be held by the same person, except that (A) no individual may hold more than one of the offices of Chief Financial Officer, Controller or Audit Officer and (B) none of the Chairman of the Board, the Chief Executive Officer or the President may hold any office mentioned in Section 12(A).

ARTICLE 5 Stock and Stock Certificates

Section 1. Transfer. Shares of stock shall be transferable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded.

Section 2. Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the Company by the Chairman of the Board, the Chief Executive Officer or the President or a Vice President, and by the Secretary or an Assistant Secretary, of the Company, certifying the number of shares owned by him in the Company. The corporate seal affixed thereto, and any of or all the signatures on the certificate, may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or

registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent or registrar at the date of issue. Duplicate certificates of stock shall be issued only upon giving such security as may be satisfactory to the Board of Directors.

Section 3. Record Date. The Board of Directors is authorized to fix in advance a record date for the determination of the stockholders entitled to notice of, and to vote at, any meeting of stockholders and any adjournment thereof, or entitled to receive payment of any dividend, or to any allotment of rights, or to exercise any rights in respect of any change, conversion or exchange of capital stock, or in connection with obtaining the consent of stockholders for any purpose, which record date shall not be more than 60 nor less than 10 days preceding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent.

ARTICLE 6 Seal

The corporate seal of the Company shall be in the following form:

Between two concentric circles the words "Wilmington Trust Company" within the inner circle the words "Wilmington, Delaware."

ARTICLE 7 Fiscal Year

The fiscal year of the Company shall be the calendar year.

ARTICLE 8 Execution of Instruments of the Company

The Chairman of the Board, the Chief Executive Officer, the President or any Vice President, however denominated by the Board of Directors, shall have full power and authority to enter into, make, sign, execute, acknowledge and/or deliver and the Secretary or any Assistant Secretary shall have full power and authority to attest and affix the corporate seal of the Company to any and all deeds, conveyances, assignments, releases, contracts, agreements, bonds, notes, mortgages and all other instruments incident to the business of this Company or in acting as executor, administrator, guardian, trustee, agent or in any other fiduciary or representative capacity by any and every method of appointment or by whatever person, corporation, court officer or authority in the State of Delaware, or elsewhere, without any specific authority, ratification, approval or confirmation by the Board of Directors, and any and all such instruments shall have the same force and validity as though expressly authorized by the Board of Directors.

ARTICLE 9

Compensation of Directors and Members of Committees

Directors and associate directors of the Company, other than salaried officers of the Company, shall be paid such reasonable honoraria or fees for attending meetings of the Board of Directors as the Board of Directors may from time to time determine. Directors and associate directors who serve as members of committees, other than salaried employees of the Company, shall be paid such reasonable honoraria or fees for services as members of committees as the Board of Directors shall from time to time determine and directors and associate directors may be authorized by the Company to perform such special services as the Board of Directors may from time to time determine in accordance with any guidelines the Board of Directors may adopt for such services, and shall be paid for such special services so performed reasonable compensation as may be determined by the Board of Directors.

ARTICLE 10 Indemnification

Section 1. Persons Covered. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason

of the fact that he, or a person for whom he is the legal representative, is or was a director or associate director of the Company, a member of an advisory board the Board of Directors of the Company or any of its subsidiaries may appoint from time to time or is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or non-profit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Company shall be required to indemnify such a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors.

The Company may indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or threatened to be made a party or is otherwise involved in any proceeding by reason of the fact that he, or a person for whom he is the legal representative, is or was an officer, employee or agent of the Company or a director, officer, employee or agent of a subsidiary or affiliate of the Company, against all liability and loss suffered and expenses reasonably incurred by such person. The Company may indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors.

Section 2. Advance of Expenses. The Company shall pay the expenses incurred in defending any proceeding involving a person who is or may be indemnified pursuant to Section 1 in advance of its final disposition, provided, however, that the payment of expenses incurred by such a person in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by that person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article 10 or otherwise.

Section 3. Certain Rights. If a claim under this Article 10 for (A) payment of expenses or (B) indemnification by a director, associate director, member of an advisory board the Board of Directors of the Company or any of its subsidiaries may appoint from time to time or a person who is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, is not paid in full within sixty days after a written claim therefor has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

Section 4. Non-Exclusive. The rights conferred on any person by this Article 10 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5. Reduction of Amount. The Company's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit entity.

Section 6. Effect of Modification. Any amendment, repeal or modification of the foregoing provisions of this Article 10 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such amendment, repeal or modification.

ARTICLE 11 Amendments to the Bylaws

These Bylaws may be altered, amended or repealed, in whole or in part, and any new Bylaw or Bylaws adopted at any regular or special meeting of the Board of Directors by a vote of a majority of all the members of the Board of Directors then in office.

ARTICLE 12 Miscellaneous

Whenever used in these Bylaws, the singular shall include the plural, the plural shall include the singular unless the context requires otherwise and the use of either gender shall include both genders.

EXHIBIT 6

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust Company hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

WILMINGTON TRUST COMPANY

Dated: September 27, 2011 By: /s/ W. Thomas Morris II Name: W. Thomas Morris II Title: Vice President

EXHIBIT 7

This form is intended to assist state nonmember banks and savings banks with state publication requirements. It has not been approved by any state banking authorities. Refer to your appropriate state banking authorities for your state publication requirements.

R E P O R T O F C O N D I T I O N

WILMINGTON TRUST COMPANY	of	Wilmington
Name of Bank		City

in the State of Delaware, at the close of business on June 30, 2011:

ASSETS	Thousands of Dollars
Cash and balances due from depository institutions:	585,280
Securities:	0
Federal funds sold and securities purchased under agreement to resell:	0
Loans and leases held for sale:	0
Loans and leases net of unearned income, allowance:	0
Premises and fixed assets:	911
Other real estate owned:	0
Investments in unconsolidated subsidiaries and associated companies:	0
Direct and indirect investments in real estate ventures:	0
Intangible assets:	16,998
Other assets:	547,412
Total Assets:	1,150,601

LIABILITIES	Thousands of Dollars
Deposits	572,260
Federal Funds Purchased and Securities Sold Under Agreements to Repurchase	0
Other borrowed money:	0
Other Liabilities:	50,196
Total Liabilities	625,456

EQUITY CAPITAL	Thousands of Dollars
Common Stock	5
Surplus	519,856
Retained Earnings	5,284
Accumulated other comprehensive income	0

Total Equity Capital 525,145 Total Liabilities and Equity Capital 1,150,601

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

DEUTSCHE BANK TRUST COMPANY AMERICAS

(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)

NEW YORK 13-4941247 (Jurisdiction of Incorporation or (I.R.S. Employer

organization if not a U.S. national bank) Identification no.)

60 WALL STREET NEW YORK, NEW YORK 10005 (Address of principal (Zip Code) executive offices)

Deutsche Bank Trust Company Americas Attention: Lynne Malina Legal Department 60 Wall Street, 37th Floor New York, New York 10005 (212) 250 – 0677 (Name, address and telephone number of agent for service)

Prudential Public Limited Company (Exact name of obligor as specified in its charter)

England and Wales Not Applicable of incorporation or organization)

(State or other jurisdiction (IRS Employer Identification No.)

12 Arthur Street London EC4R 9AQ, England (Address of principal executive offices) (Zip Code)

Subordinated Debt Securities (Title of the Indenture securities)

Item 1. General Information.

Furnish the following information as to the trustee.

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address

Federal Reserve Bank (2nd District)	New York, NY
Federal Deposit Insurance Corporation	Washington, D.C.
New York State Banking Department	Albany, NY

(b) Whether it is authorized to exercise corporate trust powers. Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such affiliation.

None.

Item 3. -15. Not Applicable
Item 16. List of Exhibits.

Exhibit 1 -	Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002 — Incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 2 -	Certificate of Authority to commence business - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 3 -	Authorization of the Trustee to exercise corporate trust powers - Incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 4 -	Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on April 15, 2002 business - Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-157637-01.

Exhibit 5 - Not applicable.
Exhibit 6 - Consent of Bankers Trust Company required by Section 321(b) of the Act. business Incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 7 - The latest report of condition of Deutsche Bank Trust Company Americas dated as of June 30, 2011. Copy attached.
Exhibit 8 - Not Applicable.
Exhibit 9 - Not Applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 8th day of September, 2011.

DEUTSCHE BANK TRUST COMPANY AMERICAS

By: /s/ CAROL NG CAROL NG VICE PRESIDENT

DEUTSCHE BANK TRUST COMPANY AMERICAS FFIEC 031 Legal Title of Bank Page RC-1

NEW YORK

City

NY 10005 State Zip Code FDIC Certificate Number: 00623 Printed on 8/4/2011 at 1:23 PM

Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for June 30, 2011

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet

			Dollar Amounts in Thousands	RCFD	Tril Bil Mil Thou
	ASSETS
1.	Cash and balances due from depository institutions (from Schedule RC-A):
	a. Noninterest-bearing balances and currency and coin (1)			0081	426,000	1.a
	b. Interest-bearing balances (2)			0071	20,737,000	1.b
2.	Securities:
	a. Held-to-maturity securities (from Schedule RC-B, column A)			1754	0	2.a
	b. Available-for-sale securities (from Schedule RC-B, column D)			1773	1,865,000	2.b
3.	Federal funds sold and securities purchased under agreements to resell:			RCON
	a. Federal funds sold in domestic offices			B987	161,000	3.a
				RCFD
	b. Securities purchased under agreements to resell (3)			B989	6,000	3.b
4.	Loans and lease financing receivables (from Schedule RC-C):
	a. Loans and leases held for sale			5369	0	4.a
	b. Loans and leases, net of unearned income	B528	14,422,000			4.b
	c. LESS: Allowance for loan and lease losses	3123	78,000			4.c
	d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)			B529	14,344,000	4.d
5.	Trading assets (from Schedule RC-D)			3545	4,428,000	5
6.	Premises and fixed assets (including capitalized leases)			2145	56,000	6
7.	Other real estate owned (from Schedule RC-M)			2150	22,000	7
8.	Investments in unconsolidated subsidiaries and associated companies			2130	0	8
9.	Direct and indirect investments in real estate ventures			3656	0	9
	10. Intangible assets:
	a. Goodwill			3163	0	10.a
	b. Other intangible assets (from Schedule RC-M)			0426	46,000	10.b
11.	Other assets (from Schedule RC-F)			2160	5,355,000	11
	12. Total assets (sum of items 1 through 11)			2170	47,446,000	12

(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.

(3) Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

DEUTSCHE BANK TRUST COMPANY AMERICAS FFIEC 031 Legal Title of Bank Page RC-1a FDIC Certificate Number: 00623 15a Printed on 8/4/2011 at 1:23 PM

Schedule RC—Continued

	Dollar Amounts in Thousands		RCON	Trill Bil Mil Thou
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)			2200	19,286,000	13.a
(1) Noninterest-bearing (1)	6631	11,995,000			13.a.1
(2) Interest-bearing	6636	7,291,000			13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs			RCFN
(from Schedule RC-E, part II)			2200	11,805,000	13.b
(1) Noninterest-bearing	6631	7,429,000			13.b.1
(2) Interest-bearing	6636	4,376,000			13.b.2
14. Federal funds purchased and securities sold under
agreements to repurchase:			RCON
a. Federal funds purchased in domestic offices (2)			B993	4,151,000	14.a
			RCFD
b. Securities sold under agreements to repurchase (3)			B995	0	14.b
15. Trading liabilities (from Schedule RC-D)			3548	253,000	15
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized
leases) (from Schedule RC-M)			3190	260,000	16
17. and 18. Not applicable
19. Subordinated notes and debentures (4)			3200	0	19
20. Other liabilities (from Schedule RC-G)			2930	1,860,000	20
21. Total liabilities (sum of items 13 through 20)			2948	37,615,000	21
22. Not applicable			3000	483,000 22	22

(1) Includes total demand deposits and noninterest-bearing time and savings deposits.

(2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "Other borrowed money."

(3) Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

(4) Includes limited-life preferred stock and related surplus.

DEUTSCHE BANK TRUST COMPANY AMERICAS FFIEC 031 Legal Title of Bank Page RC-2 FDIC Certificate Number: 00623 16 Printed on 8/4/2011 at 1:23 PM

	RCFD	Tril Bil Mil Thou
EQUITY CAPITAL
Bank Equity Captal
23. Perpetual preferred stock and related surplus	3838	1,500,000 23
24. Common stock	3230	2,127,000 24
25. Surplus (excludes all surplus related to preferred stock)	3839	588,000 25
26. a. Retained earnings	3632	5,218,000 26.a
b. Accumulated other comprehensive income (5)	B530	13,000 26.b
c. Other equity capital components (6)	A130	0 26.c
27. a. Total bank equity capital (sum of items 23 through 26.c)	3210	9,446,000 27.a
b. Noncontrolling (minority) interests in consolidated subsidiaries	3000	385,000 27.b
28. Total equity capital (sum of items 27.a and 27.b)	G105	9,831,000 28
29. Total liabilities and equity capital (sum of items 21 and 28)	3300	47,446,000 29

Memoranda

To be reported with the March Report of Condition.

	RCFD	Number
1. Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the
bank by independent external auditors as of any date during 2010	6724	N/A	M.1

1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank

2 = Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)

3 = Attestation on bank management's assertion on the effectiveness of the bank's internal control over financial reporting by a certified public accounting firm.
4 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)

5 = Directors' examination of the bank performed by other external auditors (may be required by state chartering authority)

6 = Review of the bank's financial statements by external auditors
7 = Compilation of the bank's financial statements by external auditors
8 = Other audit procedures (excluding tax preparation work)
9 = No external audit work

To be reported with the March Report of Condition.

	RCON	MM / DD
2. Bank's fiscal year-end date	8678	N/A	M.2

⁽⁵⁾ Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.

⁽⁶⁾ Includes treasury stock and unearned Employee Stock Ownership Plan shares.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM F-N

APPOINTMENT OF AGENT FOR SERVICE OF PROCESS BY FOREIGN BANKS AND FOREIGN INSURANCE COMPANIES AND CERTAIN OF THEIR HOLDING COMPANIES AND FINANCE SUBSIDIARIES MAKING PUBLIC OFFERINGS OF SECURITIES IN THE UNITED STATES

A. Name of issuer or person filing (''Filer''): Prudential Public Limited Company
B. This is (select one):
an original filing for the Filer
an amended filing for the Filer
C. Identify the filing in conjunction with which this Form is being filed:

Name of registrant: Prudential Public Limited Company

Form type: F-3

File Number (if known):

Filed by: Prudential Public Limited Company

Date Filed (if filed concurrently, so indicate): Filed concurrently on September 30, 2011

D. The Filer is incorporated or organized under the laws of (Name of the jurisdiction under whose laws the filer is organized or incorporated): England and Wales

and has its principal place of business at (Address in full and telephone number): 12 Arthur Street, EC4R 9AQ, England (tel: +(44) 20 7220 7588)

E. The Filer designates and appoints (Name of United States person serving as agent)

Jackson National Life Insurance Company (''Agent'') located at (Address in full in the United States and telephone number) 1 Corporate Way, Lansing, Michigan, 48951 (tel: (517) 381-5500) as the agent of the Filer upon whom may be served any process, pleadings, subpoenas, or other papers in:

(a) any investigation or administrative proceeding conducted by the Commission, and
(b) any civil suit or action brought against the Filer or to which the Filer has been joined as defendant or respondent, in any appropriate court in any place subject to the jurisdiction of any state or of the United States or any of its territories or possessions or of the District of Columbia,

arising out of or based on any offering made or purported to be made in connection with the securities registered by the Filer on Form (Name of Form) F-3 filed on September 30, 2011 or any purchases or sales of any security in connection therewith. The Filer stipulates and agrees that any such civil suit or action or administrative proceeding may be commenced by the service of process upon, and that service of an administrative subpoena shall be effected by service upon, such agent for service of process, and that the service as aforesaid shall be taken and held in all courts and administrative tribunals to be valid and binding as if personal service thereof had been made.

F. Each person filing this Form stipulates and agrees to appoint a successor agent for service of process and file an amended Form F-N if the Filer discharges the Agent or the Agent is unwilling or unable to accept service on behalf of the Filer at any time until six years have elapsed from the date of the Filer's last registration statement or report, or amendment to any such registration statement or report, filed with the Commission under the Securities Act of 1933 or Securities Exchange Act of 1934. Filer further undertakes to advise the Commission promptly of any change to the Agent's name or address during the applicable period by amendment of this Form referencing the file number of the relevant registration form in conjunction with which the amendment is being filed.

G. Each person filing this form undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to the form referenced in paragraph E or transactions in said securities.

The Filer certifies that it has duly caused this power of attorney, consent, stipulation and agreement to be signed on its behalf by the undersigned, thereunto duly authorized, in the

City of London Country of England this 30th day of September 2011 A.D. Filer: Prudential Public Limited Company By (Signature and Title): /s/ Elisabeth Wenusch

Elisabeth Wenusch, Deputy Group Treasurer

This statement has been signed by the following persons in the capacities and on the dates indicated.

Jackson National Life Insurance Company

(Signature)	/s/ Thomas Meyer
(Title)	Thomas Meyer, General Counsel and Secretary
(Date)	September 30, 2011

AI assistant

Prudential PLC — Regulatory Filings 2011

4668_rns_2011-09-30_30481e4b-2e73-4681-82fd-bce64dc33ed7.pdf

UNITED STATES

FORM F-3

Prudential Public Limited Company (Exact Name of Registrant as Specified in Its Charter)

CALCULATION OF REGISTRATION FEE

Prudential plc

Senior Debt Securities Subordinated Debt Securities Preference Shares American Depositary Shares

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

FINANCIAL INFORMATION

LIMITATIONS ON ENFORCEMENT OF U.S. LAWS AGAINST US, OUR MANAGEMENT AND OTHERS

EXCLUSIVE JURISDICTION

WHERE YOU CAN FIND MORE INFORMATION

FORWARD-LOOKING STATEMENTS

PRUDENTIAL PLC

USE OF PROCEEDS

RATIOS OF EARNINGS TO FIXED CHARGES

DESCRIPTION OF THE SENIOR DEBT SECURITIES

General

Legal Ownership and Form

Status of the Senior Debt Securities

Senior Debt Securities—Negative Pledge

Defaults, Remedies and Waivers of Default

Defaults and Remedies

We Will Give the Senior Trustee Information about Defaults Annually

Waivers of Certain Defaults

Consolidation, Merger and Sale or Lease of Assets

Modifications

Changes Requiring Approval by each Holder

Changes Requiring 50% Approval

Changes Not Requiring Approval

Waivers of Certain Covenants

Further Issuances

Notices

Title

Consent to Service; Jurisdiction

Governing Law

DESCRIPTION OF THE SUBORDINATED DEBT SECURITIES

General

Legal Ownership and Form

Status of the Subordinated Debt Securities

Defaults, Remedies and Waivers of Default

Defaults and Remedies

No Set-off or Counterclaim

We Will Give the Subordinated Trustee Information about Defaults Annually

Waivers of Certain Defaults

Consolidation, Merger and Sale or Lease of Assets

Modifications

Changes Requiring Approval by each Holder

Changes Requiring 50% Approval

Changes Not Requiring Approval

FSA Approvals

Waivers of Certain Covenants

Further Issuances

Notices

Title

Consent to Service; Jurisdiction

Governing Law

DESCRIPTION OF THE PREFERENCE SHARES

General

Dividends

Liquidation Rights

Redemption and Purchase

Voting Rights

Variation of Rights

Registrar and Paying Agent

DESCRIPTION OF THE AMERICAN DEPOSITARY SHARES

Dividends and Distributions

Distributions of Cash

Distributions of Shares

Distribution of Rights

Elective Distributions

Other Distributions

Redemption

Changes Affecting Preference Shares

Issuance of ADSs upon Deposit of Preference Shares

Transfer, Combination and Split Up of ADRs

Withdrawal of Shares Upon Cancellation of ADSs

Prudential PLC Regulatory Filings 2011