0001047469-08-009921 Sample Contracts

PRUDENTIAL PLC [Debt Securities] [Preference Shares] Underwriting Agreement
Underwriting Agreement • September 8th, 2008 • 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 relating

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SUBORDINATED INDENTURE Dated as of September 8, 2008
Prudential Subordinated Indenture • September 8th, 2008 • Prudential PLC • Life insurance • New York

This is a SUBORDINATED INDENTURE dated as of September 8, 2008, 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 Deutsche Bank Trust Company Americas, a New York banking corporation, duly incorporated and existing under the laws of the State of New York and having its Corporate Trust Office at 60 Wall Street, Mail Stop NYC60-2710, New York, New York 10005, as Subordinated Trustee (hereinafter called the “Subordinated Trustee”).

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