0001047469-04-024738 Sample Contracts

DEPOSIT AGREEMENT by and among Prudential Public Limited Company AND
Deposit Agreement • July 29th, 2004 • Prudential PLC • Life insurance • New York

DEPOSIT AGREEMENT, dated as of ___________, by and among (i) Prudential Public Limited Company, a company organized under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).

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PRUDENTIAL PLC [Debt Securities] [Preference Shares] Underwriting Agreement
Underwriting Agreement • July 29th, 2004 • Prudential PLC • Life insurance • New York

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 relati

PRUDENTIAL plc Issuer and CITIBANK, N.A. Subordinated Trustee
Indenture • July 29th, 2004 • Prudential PLC • Life insurance • New York

This is a SUBORDINATED INDENTURE dated as of [•], 2004, among Prudential plc, a public limited company duly organized and existing under the laws of England and Wales, and having its principal office at Laurence Pountney Hill, London EC4R 0HH, England, (hereinafter called the “Issuer”), and Citibank, N.A., a national banking association, duly incorporated and existing under the laws of the United States of America and having its Corporate Trust Office at 111 Wall Street, 14th Floor, New York, New York 10005, as Subordinated Trustee (hereinafter called the “Subordinated Trustee”).

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