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TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on July 14, 2003

Registration No. 333-103500

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 2
to
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 (State or Other Jurisdiction of Incorporation or Organization)	Not applicable (I.R.S. Employer Identification No.)
Laurence Pountney Hill London EC4R 0HH, 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:
Edward F. Greene, Esq. Cleary, Gottlieb, Steen & Hamilton City Place House, 55 Basinghall Street London EC2V 5EH England	E. Mark Walsh, Esq. Sidley Austin Brown & Wood Princes Court, 7 Princes Street London EC2R 8AQ England

Approximate date of commencement of proposed sale to the public: As soon as practicable after the Registration Statement becomes effective.

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

        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, as amended (the "Securities Act"), please check the following box. ý

        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. o

        If this form is 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. o

        If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act, please check the following box. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Aggregate Offering Price (1)(2)(3)	Amount of Registration Fee (2)(4)
Senior Debt Securities	U.S.$2,000,000,000	U.S.$2,000,000,000	U.S.$161,800
Subordinated Debt Securities

(1)

In U.S. dollars or their equivalent in foreign denominated currencies.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act and reflecting the offering price rather than the principal amount of any securities issued at a discount.

(3)

In no event will the aggregate initial public offering price of the securities issued under this Registration Statement exceed U.S.$2,000,000,000 or if any securities are issued (i) at an original issue discount, such greater amount as shall result in aggregate net proceeds not in excess of U.S.$2,000,000,000 to the Registrant or (ii) with a principal amount denominated in a foreign currency, such amount as shall result in an aggregate initial offering price equivalent to a maximum of U.S.$2,000,000,000.

(4)

Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Subject to completion, dated July 14, 2003

The information contained in this prospectus is not complete and may be changed. This prospectus is not an offer to sell, and it is not soliciting nor is it seeking an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

Prospectus

Prudential Public Limited Company

U.S.$2,000,000,000

Senior and Subordinated Debt Securities

        The aggregate initial offering price of any combination of securities offered through this prospectus will not exceed U.S.$2,000,000,000 (or its foreign currency equivalent).

        We will provide the specific terms of the securities that we are offering in supplements to this prospectus. You should read this prospectus and any prospectus supplement carefully before you invest.

        This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement. The prospectus supplement will also contain the names of the underwriters, dealers or agents involved in the sale of the securities, together with any applicable commissions or discounts.

Investing in the securities involves risks. See Item 3, "Risk Factors" beginning on page 6 of our annual report on Form 20-F for the year ended December 31, 2002.

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES COMMISSION REGULATORS HAVE NOT 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                      , 2003.

TABLE OF CONTENTS

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 (the "Securities Act"). Under the shelf registration process, we may sell 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 and the extent to which such terms differ from the general terms described in "Description 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 About Us".

        As used in this prospectus and in any prospectus supplement, the terms "Prudential," "we," "us" and "our" refer to Prudential plc. In addition, the term "U.K. GAAP" means generally accepted accounting principles in the United Kingdom and the term "U.S. GAAP" means generally accepted accounting principles in the United States.

        Our consolidated financial statements are published in pounds sterling. In this prospectus and any prospectus supplement, "U.S. dollars" or "$" refers to U.S. currency and "pounds sterling," "£" or "pence" refers to U.K. currency.

        In connection with any issue of securities through this prospectus, a stabilizing manager or any person acting for him 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 may be no obligation on the stabilizing manager or any agent of his to do this. Such stabilizing, if commenced, may be discontinued at any time, and must be brought to an end after a limited period.

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 certain 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.

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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, will be recognized in England, provided, among other things:

•

the U.S. proceedings were consistent with due process and judgment was not obtained by fraud,



•

there is no public policy objection to enforcement of the judgment in England,



•

the judgment is not of a public nature,



•

the judgment was not obtained in proceedings contrary to natural justice,



•

the English proceedings were commenced within the relevant limitation period (typically, six years),



•

the U.S. court had jurisdiction in accordance with English conflict of laws principles,



•

enforcement of the judgment is not restricted by the provisions of the Protection of Trading Interest Act 1980,



•

the judgment was not obtained in proceedings which were brought in breach of Section 32 of the Civil Jurisdiction and Judgments Act 1982 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.

WHERE YOU CAN FIND MORE INFORMATION ABOUT US

        We file annual reports and special reports and other information with the SEC. Our SEC filings are also available over the internet at the SEC's website at http://www.sec.gov. The address of the SEC's internet site is provided solely for the information of prospective investors and is not intended to be an active link. You may also read and copy any document we file at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information on the public reference room.

        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 is considered to be a 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, 2002 (SEC File No. 1-15040),



•

any future reports on Form 6-K that indicate they are incorporated by reference into this registration statement and



•

any future annual reports on Form 20-F that we may file with the SEC under the Securities Exchange Act of 1934 prior to the termination of any offering contemplated by the prospectus.

        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 Laurence Pountney Hill, London EC4R 0HH, England, ++(44) 20 7220 7588, attn: Group Secretarial.

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        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 delivery of the superseding information.

FORWARD-LOOKING STATEMENTS

        Some statements in this prospectus are, and some statements contained in any prospectus supplement may be, forward-looking. All statements regarding our future financial condition, results of operations and businesses, strategy, plans and objectives are forward-looking. Statements containing the words "believes," "intends," "expects" and words of similar meaning are also forward-looking. Such statements involve unknown risks, uncertainties and other factors that may cause our results, performance or achievements or conditions in the markets in which we operate to differ from those expressed or implied in those statements. These factors include regulatory changes, technological developments, globalization, levels of spending in major economies, the levels of marketing and promotional expenditures, actions of competitors, employee costs, future exchange and interest rates, changes in tax rates and future business combinations or dispositions, together with other factors discussed in "—Risk Factors" in our annual reports on Form 20-F and in any prospectus supplement. We may also make or disclose written and/or oral forward-looking statements in reports filed with or furnished to the SEC, our 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 our directors, officers or employees to third parties, including financial analysts. We undertake no obligation to update any of or our forward-looking statements.

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PRUDENTIAL PUBLIC LIMITED COMPANY

        We are a leading international financial services group, providing retail financial services and fund management in our chosen markets of the United Kingdom, the United States, Asia and continental Europe. At December 31, 2002, we were one of the 25 largest public companies in the United Kingdom in terms of market capitalization on the London Stock Exchange. We are also listed on the New York Stock Exchange. Prudential is not affiliated with Prudential Financial, Inc. or its subsidiary, Prudential Insurance Company of America.

United Kingdom

        As at December 31, 2002, we operated one of the largest U.K. long-term funds of investment assets, supporting long-term insurance products of The Prudential Assurance Company. This fund is rated AA+ by Standard & Poor's and Aa1 by Moody's in terms of financial strength. Our U.K. insurance operations are focused on the four key product areas of pensions, annuities, with-profits bonds and individual savings accounts, which are distributed under the Prudential brand.

        M&G is our U.K. and European fund management business. As at December 31, 2002, M&G was one of the three largest U.K. fund managers in terms of funds under management (including funds managed for both Prudential and Scottish Amicable).

        Our digital banking subsidiary, Egg plc, was launched in 1998. It offers products and services in the four main areas of banking, investments, insurance and online shopping. In June 2000, we completed an initial public offering of 21% of our holding in Egg plc on the London Stock Exchange.

United States

        Our U.S. life insurance subsidiary, Jackson National Life, was the 18^th largest life insurance company in the United States in terms of total assets as at December 31, 2002. It operates in the individual fixed annuities, equity indexed annuities and variable annuities markets. It also offers medium-term note funding arrangements.

Asia

        In Asia, we have 22 operations in 12 countries. Our Asian savings, protection and investment products are distributed primarily through our agency sales force and bancassurance agreements.

Continental Europe

        Prudential and Egg have operations in France, while M&G has commenced distributing a range of funds in Germany, Austria, Luxembourg and Italy.

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USE OF PROCEEDS

        Except as otherwise provided in any prospectus supplement, the net proceeds from the sale of the securities described in this prospectus will be added to our funds to be used for general corporate purposes. Pending such application, such net proceeds may be invested in short-term marketable securities.

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RATIOS OF EARNINGS TO FIXED CHARGES

        The ratios of earnings to fixed charges for the periods indicated, using financial information calculated in accordance with U.K. GAAP, are:

	Year ended December 31,
	1998	1999	2000	2001	2002
Historical Ratio of Earnings1 to Fixed Charges2	8.0	4.4	4.0	1.9	2.2
Supplemental3 Ratio of Earnings to Fixed Charges	12.3	6.6	8.0	3.1	3.7

        On a U.S. GAAP basis, the ratios of earnings to fixed charges are as follows:

	Year ended December 31,
	1998	1999	2000	20014	20024
Historical Ratio of Earnings1 to Fixed Charges2	1.5	1.5	1.2	—	—
Supplemental3 Ratio of Earnings to Fixed Charges	12.0	11.6	5.0	—	—

1.

On a U.K. GAAP basis, earnings represent profit on ordinary activities (excluding discontinued operations) before shareholder tax. On a U.S. GAAP basis, earnings represent net income from continuing operations before income taxes, minority interests and cumulative effects of changes in accounting principles.

2.

Fixed charges consist of all interest expensed in the profit and loss account under U.K. GAAP and interest payments on lease obligations for land and buildings. Due to the complexity of determining the interest portion of lease payments on land and buildings, one-third of the Prudential group's lease payments on land and buildings has been included in fixed charges to represent a reasonable approximation of interest payments on these obligations. Under U.S. GAAP, fixed charges also include interest credited to policyholders in respect of account values for investment-type policies.

3.

Management believes that the supplemental ratios are more indicative of the Prudential group's ability to cover its fixed charges than the historical ratios. The supplemental ratios include fixed charges incurred for shareholder-financed business but exclude product-related fixed charges and, to the extent appropriate, fixed charges that are borne by with-profits funds. Product-related fixed charges consist of interest credited to policyholders on insurance product liabilities, including account values of investment-type policies and wholesale funding arrangements entered into by Jackson National Life. Product-related fixed charges generally are not included in traditional measures of interest coverage ratios for life insurance companies and other financial institutions. As discussed in detail below, the exclusion of appropriate fixed charges borne by with-profits funds reflects the regulatory structures and accounting bases of profit recognition that attach to these types of with-profits business. Presentation of the supplemental ratios is neither required nor encouraged by the SEC.

On a supplemental U.K. GAAP basis, fixed charges consist of interest arising on borrowings of Prudential plc (and related finance subsidiaries) required to support the Prudential group's shareholder-financed business, as well as other borrowings of a trading nature. These other borrowings consist of commercial paper borrowings that support a short-term fixed income securities reinvestment program. Fixed charges on certain other borrowings arising from trading activities are excluded. These consist of trading borrowings of U.K. banking operations and non-recourse borrowings issued by investment subsidiaries managed by PPM America. In addition, fixed charges arising on debt in respect of with-profits funds are excluded, as these fixed charges do not directly affect the earnings of the Prudential group. The Prudential group's earnings in respect of with-profits funds reflects up to one-ninth of the value of bonuses paid to policyholders, which is not directly affected by the amount of fixed charges incurred by the funds. Further details concerning the adjustment for with-profits business are described below. Lastly, interest credited on insurance products liabilities, including wholesale funding arrangements entered into by Jackson National Life, has been excluded. This presentation is consistent with the capitalization and indebtedness table below.

On a supplemental U.S. GAAP basis, fixed charges consist of interest arising on borrowings of Prudential plc (and related finance subsidiaries) required to support the Prudential group's shareholder-financed business, as well as other borrowings of a trading nature. No fixed charges relating to borrowings from trading activities have been excluded. Fixed charges arising on debt in respect of with-profits funds has been included at the shareholders' 10% interest only, as the policyholders' 90% share of the charges has no impact on income from continuing operations. Interest relating to the Scottish Amicable Insurance Fund (SAIF), however, within the with-profits funds, has been excluded in its entirety as shareholders are not entitled to any of the profits from this fund. In addition, interest credited on insurance product liabilities, including account values of investment-type policies and wholesale funding arrangements entered into by Jackson National Life, has been excluded.

4.

Net losses meant that earnings were insufficient to cover fixed charges on a U.S. GAAP basis for the year ended December 31, 2002 by £1,037 million and for the year ended December 31, 2001 by £721 million.

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        Exclusion of the appropriate fixed charges borne by with-profits funds 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 United Kingdom and certain Asian operations. Separate statutory funds are maintained for shareholders in the Prudential group companies having with-profits business and 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 SAIF, shareholders are not entitled to any profit from the fund. Under U.K. GAAP, earnings from with-profits business are recognized only when with-profits bonuses are declared and the shareholders' share of bonuses is transferred to the shareholders' fund. As bonuses are smoothed over time, fixed charges incurred by with-profits funds do not directly impact the level of bonuses, and therefore do not directly impact earnings. To reflect these arrangements, on the U.K. GAAP basis, the supplementary ratios have been determined after exclusion of all interest payable by with-profits funds. Under U.S. GAAP, earnings from with-profits business are recognized only after establishing a liability for the policyholders' share of earnings. Consequently, fixed charges incurred by with-profits funds affect earnings only to the extent of the shareholders' proportional interest in the earnings of the with-profits funds. Accordingly, on the U.S. GAAP basis, the supplementary ratios have been determined after exclusion of all interest payable by SAIF and, in addition to all product interest, 90% of other interest payable by the PAC with-profits fund (and similar funds in certain Asian subsidiaries). An explanation of the basis of profits under U.K. GAAP for with-profits business is included in Item 5, "Operating and Financial Review and Prospects—Factors Affecting Results of Operations—U.K. GAAP Critical Accounting Policies—Long-term Business Provision" and "—Analysis by Geographic Region—United Kingdom—Basis of Profits—With-Profits Products" in our annual report on Form 20-F for the year ended December 31, 2002. An explanation of the basis of profits under U.S. GAAP for with-profits business is included in Item 5, "Operating and Financial Review and Prospects—U.S. GAAP Analysis—U.S. Critical Accounting Policies" in our annual report on Form 20-F for the year ended December 31, 2002.

        The U.S. GAAP supplemental ratios illustrate a greater variation in the ratio of earnings to fixed charges than the U.K. GAAP counterpart. Under U.K. GAAP, profit attributable to shareholders in respect of our with-profits business reflects up to one-ninth of the value of bonuses paid to policyholders. To the extent that earnings from the with-profits funds do (or do not) exceed bonuses and related shareholder distributions, there is a transfer to (or from) the liability for the fund for future appropriations. Under U.S. GAAP, however, the shareholders' 10% interest in the pre-bonus operating results from with-profits funds is reflected in net income. The shareholder result from these funds is strongly influenced by investment returns and is subject to considerable volatility.

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CAPITALIZATION AND INDEBTEDNESS

        The table below sets forth our capitalization as of December 31, 2002. You should read this table in conjunction with the consolidated financial statements and notes.

		As of December 31, 2002
		(In £ Millions)	(In $ Millions)1
Short-term debt		1,674	2,695
Long-term debt		2,234	3,597
	Total debt2	3,908	6,292
Ordinary share capital		100	161
Share premium		550	886
Retained profit and loss reserve		3,018	4,859
	Total shareholders' funds	3,668	5,905
	Total capitalization	7,576	12,197
		As of December 31, 2002
		(In £ Millions)	(In $ Millions)1
Core structural borrowings:
Parent company and finance subsidiaries		1,877	3,022
Jackson National life surplus notes		155	250
Structural borrowings of U.K. banking operators		202	325
Global commercial paper program3		1,645	2,649
Medium term notes3		25	40
Other borrowings		4	6
	Total debt	3,908	6,292

1.

Amounts stated in U.S. dollars have been translated from pounds sterling at the rate of $1.61 per £1.00 (the noon buying rate in New York City on December 31, 2002).

2.

Total debt comprises the items set forth in the table below. All of this debt is unsecured. Of this debt, £191 million has been issued by finance subsidiaries of the Prudential group and has been guaranteed by Prudential plc. The remainder of the debt is not guaranteed. Debt arising from long-term business operations and trading debt items, such as Egg debt securities, Jackson National Life funding arrangements and non-recourse borrowings issued by investment subsidiaries managed by PPM America, have been excluded.

3.

These commercial paper and medium-term note borrowings are issued by Prudential plc and support a short-term fixed income securities reinvestment program.

        The aggregate amount of our outstanding debt as at April 30, 2003, the most recent practicable date prior to the date of this prospectus, was £3,736 million. Of this amount, (i) no debt was secured, (ii) senior debt ranking equally with any Senior Debt Securities that may be issued pursuant to this prospectus totaled £2,966 million, (iii) debt ranking senior to any Dated Subordinated Debt Securities that may be issued pursuant to this prospectus totaled £2,966 million and (iv) debt ranking senior to any Perpetual Subordinated Debt Securities or Perpetual Subordinated Capital Securities that may be issued pursuant to this prospectus totaled £3,736 million.

        Debt of our subsidiaries that would at April 30, 2003 effectively rank senior to any Senior Debt Securities and Subordinated Debt Securities that may be issued pursuant to this prospectus totaled £5,416 million. This amount includes debt issued by long-term business operations and trading debt items such as Egg debt securities and Jackson National Life funding arrangements.

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DESCRIPTION OF THE SECURITIES

        The securities offered pursuant to this prospectus will be issued under either a senior indenture or a subordinated indenture, each of which has been entered into between us, as issuer, and Wilmington Trust Company, as senior trustee and Citibank, N.A., as subordinated trustee, respectively. Senior debt securities ("Senior Debt Securities") will be issued under the senior indenture and subordinated debt securities ("Subordinated Debt Securities") will be issued under the subordinated indenture. We refer to Senior and Subordinated Debt Securities together as "debt securities" and the senior indenture and the subordinated indenture as the "indentures."

        The following summary of certain provisions of the debt securities and the indentures, and any such summary in any prospectus supplement, do not purport to be complete and are subject, and qualified by reference, to all the provisions of the debt securities and the relevant indenture. As used in this description, the holder of a debt security is the registered owner of that security.

        Forms of the indentures have been filed as exhibits to the registration statement of which this prospectus is a part. The indentures will be subject to and governed by the U.S. Trust Indenture Act of 1939, as amended. You should read the indentures for a more complete understanding of the provisions we describe. Please see "Where You Can Find More Information About Us" for information on how to obtain copies of the indentures.

        We describe in this section the general terms that will apply to any debt securities that may be offered pursuant to this prospectus. At the time that we offer debt securities, we will describe in the related prospectus supplement the specific terms of the offered debt securities and the extent to which the general terms described in this section apply or do not apply to those securities.

        Capitalized terms used but not otherwise defined herein have the meanings set forth in the indentures.

General

        The indentures do not limit the amount of the debt securities that we may issue thereunder and provide that we may issue debt securities thereunder from time to time in one or more series.

        We may issue Senior Debt Securities, as described in greater detail below. We may also issue Subordinated Debt Securities. Subordinated Debt Securities may:

•

have a fixed Stated Maturity or date of redemption ("Dated Subordinated Debt Securities"), or



•

have no fixed Stated Maturity or date of redemption and be Subordinated Debt Securities to which the provisions set forth under the heading "Status of the Subordinated Debt Securities—Perpetual Subordinated Capital Securities" do not apply (in which case such Subordinated Debt Securities are referred to as "Perpetual Subordinated Debt Securities") or



•

have no fixed Stated Maturity or date of redemption and be Subordinated Debt Securities to which the provisions set forth under the heading "Status of the Subordinated Debt Securities—Perpetual Subordinated Capital Securities" apply (in which case such Subordinated Debt Securities are referred to as "Perpetual Subordinated Capital Securities").

        We will describe the following terms of the particular series of debt securities being offered in the applicable prospectus supplement:

•

whether the debt securities are Senior Debt Securities or Subordinated Debt Securities, and if Subordinated Debt Securities, whether they are Dated Subordinated Debt Securities, Perpetual Subordinated Debt Securities or Perpetual Subordinated Capital Securities,

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•

the designation, aggregate principal amount and authorized denominations of the series of debt securities,



•

the percentage or percentages of principal amount at which the debt securities of the series will be issued,



•

certain dates or periods, including:



(a)

the original issue date or dates or periods during which the debt securities may be issued,



(b)

the date or dates (or manner of determining the same), if any, on which, or the range of dates, if any, within which, the principal of (and premium, if any, on) the debt securities of the series is payable and



(c)

the record dates, if any, for the determination of holders to whom such principal (and premium, if any, thereon) is payable,



•

information with regard to interest, including:



(a)

the rate or rates per annum (or the manner of calculation thereof) at which the debt securities of the series shall bear interest (if any),



(b)

the date or dates from which such interest shall accrue,



(c)

the Interest Payment Dates on which such interest shall be payable (or manner of determining the same) and



(d)

the Regular Record Date for the interest payable on any Interest Payment Date,



•

the place or places where:



(a)

the principal of (and premium, if any, on) and interest or Deferred Interest (as defined below), if any, on debt securities of the series shall be payable,



(b)

debt securities of the series may be presented for transfer or exchange and



(c)

notices and demands to or upon us may be served,



•

the terms and conditions, if any, upon which debt securities of the series may be redeemed, in whole or in part, at our option or otherwise,



•

our obligation, if any, to redeem, repurchase or repay debt securities of the series pursuant to any sinking fund or analogous provisions or at the option of a holder thereof and the terms and conditions in respect thereof,



•

minimum denomination or denominations in which the debt securities shall be issued,



•

with respect to debt securities of a series, if other than the principal amount thereof, the portion of the principal amount of such debt securities of the series which shall be payable upon a redemption prior to Maturity or a declaration of acceleration of the Maturity following an Event of Default, if any, thereof,



•

with respect to the Senior Debt Securities of a series, any additional Events of Default (as defined below) and, with respect to the Subordinated Debt Securities of a series, any additional Events of Default, Payment Defaults, Capital Security Defaults or Payment Events (each as defined herein),



•

any of our additional covenants or agreements with respect to the debt securities of the series,



•

in the case of Perpetual Subordinated Capital Securities, additional or differing provisions, if any, with respect to Deferred Interest, Events of Default, Capital Security Defaults, Payment Events, Tax Events, Regulatory Events, Junior Securities, Parity Securities and subordination, together with

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details for any indemnification or application of alternative coupon satisfaction mechanisms through the issuance of ordinary shares or otherwise,

•

if a person other than Wilmington Trust Company or Citibank, N.A. is to act as trustee for the Senior Debt Securities and Subordinated Debt Securities of any series, respectively, the name and location of the corporate trust office of such trustee and, with respect to any debt securities of a series, if a person other than the applicable trustee, in its capacity as principal paying agent for the debt securities, is to act as such agent, the name and location of the principal office of such principal paying agent,



•

if other than U.S. dollars, the currency or currency unit in which any payments on the debt securities of the series shall be made or in which the debt securities of the series shall be denominated,



•

if the principal of (and premium, if any, on) and interest and Deferred Interest, if any, on the debt securities of the series are to be payable, at our election or at the election of a holder thereof, in a currency or currency unit other than that in which such debt securities are denominated or stated to be payable, the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made,



•

the designation of the original Currency Determination Agent, if any, and in what circumstances a certificate of the Currency Determination Agent, or any other certificate, shall be delivered for debt securities of the series,



•

the index, if any, used to determine the amount of payments of principal of (and premium, if any, on) and interest and Deferred Interest, if any, on the debt securities of the series,



•

if applicable, the fact that the terms of the applicable indenture described below under "Satisfaction and Discharge" will not apply with respect to the debt securities of the series,



•

if the amount of payments of principal of (and premium, if any, on) and interest and Deferred Interest, if any, on the debt securities of a series may be determined, at our election or the election of a holder thereof, with reference to an index based on a currency or currency unit other than that in which such debt securities are denominated or stated to be payable or any other index, the manner in which such amounts shall be determined,



•

the date as of which any Global Security representing outstanding debt securities of the series shall be dated if other than the date of original issuance of the first security of the series to be issued,



•

if applicable, the fact that the terms of the applicable indenture described under "Redemption and Repurchase—Redemption of Debt Securities for Tax Reasons" and "Payment of Additional Amounts" below will not apply with respect to the debt securities of the series,



•

whether the debt securities of the series shall be issued in whole or in part in the form of a Global Security or securities and, in such case, the Depositary for such Global Security or securities,



•

whether any legends shall be stamped or imprinted on all or a portion of the debt securities of a series, and the terms and conditions upon which any such legends may be removed,



•

the form of the debt securities of a series (including the terms and conditions of such debt securities),



•

in the case of any series of Perpetual Subordinated Capital Securities, the particular terms of such series, including those relating to any alternative coupon satisfaction mechanism, definitive suspension thereof, optional redemption, and such other terms relating to Deferred Interest,

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Events of Default, Capital Security Defaults, Payment Events, Tax Events, Regulatory Events, Junior Securities, Parity Securities and subordination,

•

information with respect to book-entry procedures, if any, and



•

any other terms of that series.

        All debt securities of any one series need not be issued at the same time.

        If the purchase price of any of the debt securities is denominated in a foreign currency or currencies or foreign currency unit or units or if the principal of (and premium, if any, on) or interest, if any, on any series of debt securities is payable in a foreign currency or currencies or foreign currency unit or units, the restrictions, elections, tax consequences, specific terms and other information with respect to such issue of debt securities and such foreign currency or currencies or foreign currency unit or units will be set forth in the related prospectus supplement.

        Some of the debt securities may be issued as "Discounted Securities" (providing that upon any redemption prior to Maturity or acceleration of the Maturity thereof, an amount less than the stated principal amount thereof shall become due and payable) to be sold at a substantial discount below their stated principal amount. Any special U.S. federal income tax consequences and U.K. tax consequences and other special considerations applicable to any Discounted Securities will be described in the related prospectus supplement, although a general discussion of the potential tax considerations may be found below under "Taxation".

        Unless otherwise indicated in the prospectus supplement relating to the debt securities of a series, holders of debt securities will not be entitled to any voting rights except as otherwise described herein.

        Unless otherwise indicated in the prospectus supplement relating to the debt securities of a series, the provisions of the indentures and the debt securities do not afford you protection in the event of a highly leveraged or other transaction involving us which might adversely affect you.

Denominations, Registration and Transfer

        Unless the applicable prospectus supplement provides otherwise, we will issue debt securities registered in the name of holders as set out in the books of the security registrar (each, a "Registered Security," or a security in "registered form"). Unless the applicable prospectus supplement provides otherwise, Registered Securities will be represented by interests in one or more global securities (each, a "Global Security," or a security in "global form") 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, as described under "Global Securities" below. Registered Securities will be issued in such denominations as are specified in the applicable prospectus supplement and a Global Security will be issued in a denomination equal to the aggregate principal amount of outstanding debt securities of the series represented by such Global Security, unless the applicable prospectus supplement provides otherwise.

        In the circumstances described below under "—Securities in Definitive Form," we may physically issue and deliver certificated securities, which are referred to as securities in "definitive form". Registered Securities of any series issued in definitive form will be exchangeable for other Registered Securities of the same series, of a like aggregate principal amount and tenor and of different authorized denominations. A Registered 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

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with the documents of title and identity of the person making the request. We have initially appointed the trustees 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 debt securities of a series are redeemed in part, we shall not be required to:

•

issue, register the transfer of or exchange debt 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 debt 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.

Global Securities

        The 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 (a "Depositary"). Global Securities will be issued in registered form unless the applicable 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 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 such debt securities, or by us if we offer and sell directly such debt securities. 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 ("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). 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.

        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 debt securities represented by such Global Security for all purposes under the applicable indenture governing the debt securities. Except as provided below, owners of beneficial interests in a Global Security will not be entitled to have debt 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 under the applicable indenture governing such debt securities. Such owners

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of beneficial interests will not have the direct right to act upon any solicitation for actions from holders of the debt 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, unless and until debt 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, premium or interest on 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 debt securities. Neither we, nor any of the applicable trustees, paying agents or security registrars for such debt 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 debt 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, premium or interest, 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.

Securities in Definitive Form

        If a Depositary for a Global Security in respect of a series of 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 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 debt securities for debt securities of such series in definitive form, we will issue Registered Securities in respect of the debt securities of such series in definitive form in exchange for the Global Security representing such series of debt securities.

        We may at any time and in our sole discretion determine that the Registered Securities in respect of the 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 debt securities of such series in definitive form. Further, if we so specify with respect to the 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 securities of the series of debt securities represented by such Global Security, equal in principal amount to your beneficial interest, and to have such securities registered in your name.

        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. 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 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 debt securities in definitive form, cancel the book-entry debt securities of that series, and distribute through

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DTC, Euroclear or Clearstream, as the case may be, the 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 debt security in definitive form is registered as the absolute owner. Payments in respect of a debt security in definitive form will be made to the person in whose name the definitive 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. Debt securities issued in definitive form should be presented to the applicable paying agent for redemption.

        Holders of debt securities in definitive form will have the direct right to act upon any solicitation for actions from holders of the debt securities, including upon the occurrence of an Event of Default, and will not be required to rely upon receipt of proxies from DTC, Euroclear or Clearstream.

Status of the Senior Debt Securities

        The Senior Debt Securities will constitute our direct, unconditional, 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, in the event of insolvency, to laws of general applicability relating to or affecting creditors' rights. Other unsecured and unsubordinated indebtedness may contain covenants, events of default and other provisions which 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 (as defined in the senior indenture), 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)), present or future, to secure payment of any of our present or future Relevant Indebtedness (as defined below), or such Relevant Indebtedness of any of our Subsidiaries, 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 secures 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 debt securities of that series.

"Subsidiary" means a subsidiary undertaking of Prudential, within the meaning of Section 258 of the Companies Act 1985 of Great Britain as amended by the Companies Act 1989 of Great Britain ("Section 258"). Section 258 provides that a company will be our subsidiary where:

•

we hold a majority of its voting rights,



•

we have membership in it and have the right to appoint or remove a majority of its board of directors,



•

we have membership in it and control alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in it,



•

we have the right to exercise a dominant influence over the undertaking by virtue of provisions contained in the undertaking memorandum or articles or by virtue of a control contract, or



•

such company is a subsidiary of any company which is our subsidiary.

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        "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 which 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 which, 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 incurred to acquire an asset from outside the Prudential group 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.

Status of the Subordinated Debt Securities

General

        If we become bankrupt or are wound up or liquidated, the claims of the holders of Subordinated Debt Securities will be subordinate to, and subject in right of payment to the prior payment in full of, all claims of our Senior Creditors (as defined below). The Subordinated Debt Securities do not have the benefit of any negative pledge covenant.

        As a result of this subordination, no amount will be payable should we be the subject of any bankruptcy, winding up or liquidation proceedings in England and Wales in respect of claims under the Subordinated Debt Securities of any series until all the claims of our Senior Creditors admitted in such bankruptcy, winding up or liquidation have been satisfied. Also, by reason of subordination, in the event of any such bankruptcy, winding up or liquidation in England and Wales, our creditors who are holders of such senior claims as described above may recover more, ratably, than holders of any such Subordinated Debt Securities and holders of other claims ranking pari passu therewith.

        Currently there is no limitation on the issuance of indebtedness which would constitute claims of our Senior Creditors.

"Senior Creditor" when used with respect to any series of Subordinated Debt Securities means, unless otherwise set forth in the applicable prospectus supplement, any of our creditors:

•

who is an unsubordinated creditor with a claim admitted in the event of our winding up,



•

whose claim is or is expressed to be subordinated, whether only in the event of winding up or otherwise, to the claim of any of our unsubordinated creditors but not further or otherwise or



•

who is a subordinated creditor other than any whose claim ranks or is expressed to rank pari passu with or junior to the claims of the holders of any Subordinated Debt Securities of such series.

Dated Subordinated Debt Securities

        The Dated Subordinated Debt Securities will constitute our unsecured subordinated obligations without any preference among themselves.

        In the event we are the subject of any bankruptcy, winding up or liquidation proceedings, if the amounts payable with respect to the Dated Subordinated Debt Securities and any claims ranking pari passu with any such debt securities are not paid in full, the holders of any such debt securities and holders of other claims ranking pari passu with any such debt securities will share ratably in any distribution of our assets in proportion to the respective amounts to which they are entitled.

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Perpetual Subordinated Debt Securities

        The Perpetual Subordinated Debt Securities will constitute our unsecured subordinated obligations without any preference among themselves.

        If we become bankrupt or are wound up or liquidated, the amount payable with respect to the Perpetual Subordinated Debt Securities shall be determined by calculating the amount, if any, as would have been payable in respect thereof as if on the day prior to the commencement of the winding up and thereafter, the holders of the Perpetual Subordinated Debt Securities were the holders of our most senior class of preference shares having a preferential right to a return of assets in the winding up over the holders of all issued classes of share capital (including all classes of our issued preference shares) for the time being, assuming that such preference shares were entitled (to the exclusion of all other rights or privileges) to receive as a return of capital in such winding up an amount equal to the principal amount of the Perpetual Subordinated Debt Securities then outstanding together with premium, if any, and interest accrued to the date of the repayment, if any. If such amounts and any claims ranking pari passu with such amounts are not paid in full, the holders of such debt securities and claims will share ratably in any such distribution of our assets in proportion to the respective amounts to which they are entitled.

Perpetual Subordinated Capital Securities

        The Perpetual Subordinated Capital Securities will constitute our unsecured subordinated obligations without any preference among themselves.

        If we become bankrupt or are wound up or liquidated, the amount payable with respect to the Perpetual Subordinated Capital Securities shall be determined by calculating the amount, if any, as would have been payable in respect thereof as if on the day prior to the commencement of the winding up and thereafter, the holders of the Perpetual Subordinated Capital Securities were the holders of preference shares in our capital having a preferential right to a return of assets in the winding up over the holders of our ordinary shares (but pari passu with the holders of our most senior ranking class of issued preference shares, if any, except to the extent such preference shares represent claims of Senior Creditors) assuming that such preference shares were entitled (to the exclusion of all other rights or privileges) to receive as a return of capital in such winding up an amount equal to the principal amount of the Perpetual Subordinated Capital Securities then outstanding together with premium, if any, interest accrued to the date of repayment, if any, and to the extent specified in the applicable prospectus supplement, Deferred Interest, if any. If such amounts and any claims ranking pari passu with such amounts are not paid in full, the holders of such debt securities and claims will share ratably in any such distribution of our assets in proportion to the respective amounts to which they are entitled.

        The effect of using this method to calculate the amount payable with respect to the Perpetual Subordinated Capital Securities is that, in the event of a bankruptcy or similar event, the claims of the holders of Perpetual Subordinated Capital Securities will be subordinate to, and subject in right of payment to the prior payment in full of, all claims of the holders of Dated Subordinated Debt Securities and Perpetual Subordinated Debt Securities and any claims ranking pari passu with such Dated Subordinated Debt Securities or Perpetual Subordinated Debt Securities.

Currency

        To the extent that holders of the debt securities are entitled to any recovery with respect to the debt securities in any bankruptcy, winding up or liquidation, it is unclear whether such holders would be entitled in such proceedings to a recovery in dollars or currencies other than pounds sterling and, as a general matter, the right to claim for any amounts payable on debt securities may be limited by applicable insolvency law.

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Payments on Debt Securities

        The applicable prospectus supplement will specify the date on which we will pay interest, if any, and, in the case of the Senior Debt Securities and the Dated Subordinated Debt Securities, the date for payments of principal (and premium, if any, thereon) on any particular series of debt securities. The prospectus supplement will also specify the interest rate or rates, if any, or how such rate or rates will be calculated.

Dated Subordinated Debt Securities and Perpetual Subordinated Debt Securities

        Unless otherwise provided in the applicable prospectus supplement, if we do not pay an installment of interest on an Interest Payment Date with respect to any Dated Subordinated Debt Securities or Perpetual Subordinated Debt Securities, or do not pay all or any part of the principal of (or premium, if any, on) any such Subordinated Debt Securities on the Stated Maturity (if any) or any other date set for redemption, the obligation to make such payment on such Interest Payment Date, Stated Maturity or other date set for redemption, as the case may be, shall be deferred until:

•

in the case of a payment of interest, the date upon which we pay a dividend on any class of our share capital or we make any payment on any series of debt securities ranking pari passu with such series of Dated Subordinated Debt Securities or Perpetual Subordinated Debt Securities (a "Deferred Interest Payment Date") or, in the case of the Dated Subordinated Debt Securities, the earlier to occur of the Stated Maturity for the payment of principal or the Deferred Principal Payment Date (as defined below), as the case may be, and



•

in the case of a payment of principal (or premium, if any), the first Business Day after the date that falls six months after such payment was originally due (a "Deferred Principal Payment Date").

        No payment of interest so deferred will accrue interest. No payment so deferred shall be treated as due for any purpose until the Deferred Interest Payment Date or Deferred Principal Payment Date, as the case may be, and accordingly, no such deferral will constitute an Event of Default, Payment Default or Payment Event.

        If so provided in the applicable prospectus supplement and notwithstanding any other provision of the Dated Subordinated Debt Securities, we may be entitled by notice in writing to the subordinated trustee, such notice a "Deferral Notice," 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 if the U.K. Financial Services Authority has requested or required us to make that deferral. As a result, we would not have to make that payment on the date that it would otherwise have become due and payable.

        We envisage that the U.K. Financial Services Authority would request the deferral of payments if it were concerned about our solvency or capital position. In such a situation, we would also expect the U.K. Financial Services Authority to take into consideration our views regarding the impact that such a deferral could have. These deferrals could be optional or mandatory.

        The terms and conditions of the Dated Subordinated Debt Securities, Perpetual Subordinated Debt Securities and Perpetual Subordinated Capital Securities could all include provisions which entitle us to the optional deferral of payments under certain circumstances. Typically, these circumstances would be the non-payment of dividends on ordinary shares, or the failure to meet capitalization ratios calculated on the basis of regulatory requirements. Whether we would exercise the right to defer payments under such circumstances would depend on our overall financial and trading situation, the general market environment, and the likely impact of such a deferral. The terms and conditions of the Dated Subordinated Debt Securities, Perpetual Subordinated Debt Securities and Perpetual Subordinated Capital Securities could also include mandatory requirements to defer payments. Typically, these mandatory payment deferrals would be triggered by our failure to meet regulatory capital requirements.

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Perpetual Subordinated Capital Securities

        Interest on the Perpetual Subordinated Capital Securities will, to the extent set forth in the applicable prospectus supplement, be payable on each Compulsory Interest Payment Date (as defined below). The prospectus supplement will specify the interest rate or rates and how such rate or rates will be calculated.

        We will have no obligation to make any payments on an Optional Interest Payment Date (as defined below), and any failure to make such payments shall not constitute an Event of Default, Capital Security Default or Payment Event. Any interest not paid on any Optional Interest Payment Date, together with any interest not paid because the Solvency Condition is not met, shall, if so provided in the applicable prospectus supplement, constitute collectively "Deferred Interest" so long as the same remains unpaid. See "—Events of Default and Defaults—Subordinated Debt Securities" below. Deferred Interest and interest, if any, on Deferred Interest, with respect to the Perpetual Subordinated Capital Securities will be payable only pursuant to the alternative coupon satisfaction mechanism discussed in the applicable prospectus supplement and in such circumstances and in such manner as are set forth therein.

"Compulsory Interest Payment Date" means, in respect of the Perpetual Subordinated Capital Securities, any Interest Payment Date on which we satisfy the Solvency Condition and which is not an Optional Interest Payment Date.

"Optional Interest Payment Date" shall have the meaning attributable to such term in the applicable prospectus supplement.

Solvency Condition

        Except in a winding up, if applicable, or if the U.K. Financial Services Authority has indicated that it has no objection to such payment, any payments of principal, premium, if any, interest, if any, or Deferred Interest, if any, in respect of the Subordinated Debt Securities of any series are conditional upon our satisfying the Solvency Condition at the time of and immediately after any such payment, and no principal, premium, if any, interest, if any, or Deferred Interest, if any, shall be payable in respect of any series of such debt securities and neither we nor any of our Subsidiaries, as applicable, may redeem or repurchase any of the debt securities of any such series except to the extent that we would satisfy the Solvency Condition both at the time of and immediately after, any such payment, redemption or repurchase.

"Solvency Condition" means, unless otherwise set forth in the applicable prospectus supplement, that, at the relevant time, we are solvent by virtue of:

•

our being able to pay debts to Senior Creditors as they fall due and



•

our total Assets (as defined below) exceeding our total Liabilities (as defined below), other than our Liabilities to persons who are not Senior Creditors, by at least 4% or such other percentage specified by the U.K. Financial Services Authority from time to time as the Regulatory Capital Requirement.

"Assets" means the total amount of our non-consolidated gross assets as shown by our latest published balance sheet, but adjusted as specified in the subordinated indenture, including for contingencies and subsequent events, and to such extent as the person or persons giving the relevant Solvency Condition report may determine.

"Liabilities" means the total amount of our non-consolidated gross liabilities as shown by our latest published balance sheet, but adjusted, as specified in the subordinated indenture, including for contingencies and subsequent events, and to such extent as the person or persons giving the relevant Solvency Condition report may determine.

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"Regulatory Capital Requirement" means any minimum or notional margin of solvency or minimum regulatory capital or capital ratios required for insurance companies or insurance holding companies by the U.K. Financial Services Authority or any successor regulatory body.

        A report as to our solvency by two of our directors or, in certain circumstances as provided in the subordinated indenture, our auditors or, if we are in a winding up in England and Wales, our liquidator shall in the absence of proven error be treated and accepted by us, the subordinated trustee and the holders of any such Subordinated Debt Securities as correct and sufficient evidence thereof. Any such report shall be made to the subordinated trustee within 14 days before any such payment is to be made or within six months before any such repurchase or redemption is to be made.

If the Solvency Condition is not satisfied, the amount of any payment which could otherwise be payable in respect of the Subordinated Debt Securities of any series will be available to meet our losses.

Redemption and Repurchase

Redemption of Perpetual Subordinated Debt Securities and Perpetual Subordinated Capital Securities

        The Perpetual Subordinated Debt Securities and Perpetual Subordinated Capital Securities will be undated and, accordingly, will have no final maturity and may not be repaid except in accordance with the provisions set forth below under "—Redemption of Debt Securities for Tax Reasons," "—Redemption of Perpetual Subordinated Capital Securities for Regulatory Reasons," "—Repurchase," "—Optional Redemption" and "Events of Default and Defaults—Subordinated Debt Securities" or as otherwise described in any applicable prospectus supplement.

Redemption of Debt Securities for Tax Reasons

        Subject, in the case of Subordinated Debt Securities of any series to our satisfying the Solvency Condition on any applicable date set for redemption, the debt securities of any series may be redeemed, as a whole but not in part, at our option, upon not more than 60 days' nor less than 30 days' prior notice to the holders of such debt securities, at a redemption price equal to 100% of the principal amount thereof (and premium, if any, thereon), together with accrued interest, if any, and Deferred Interest, if any, thereon to the date fixed for redemption, upon the occurrence of a Tax Event with respect to such series, unless otherwise provided in the applicable prospectus supplement.

        "Tax Event" means, unless otherwise provided in the applicable prospectus supplement, we determine that (i) in making any interest payments or Deferred Interest payments, as the case may be, in respect of any debt securities, we have paid, or will or would on the next interest payment date be required to pay, Additional Amounts, as described below under "— Additional Amounts"; (ii) payments, including Deferred Interest Payments, on the next interest payment date in respect of any Perpetual Subordinated Capital Securities would be treated as "distributions" within the meaning of Section 209 of the Income and Corporation Taxes Act 1988 of the United Kingdom (as amended, re-enacted or replaced); or (iii) as a result of a change in or amendment to the laws or regulations of the United Kingdom or any political subdivision or any authority thereof or therein having power to tax, including any treaty to which the United Kingdom is a party, or any change in an application or official interpretation of those laws or regulations (including a change or amendment resulting from a holding by a court or tribunal of competent jurisdiction), which change or amendment becomes effective on or after the date of issue of the Perpetual Subordinated Capital Securities, we would not be entitled to claim a deduction in computing our U.K. taxation liabilities in respect of any interest payment (including any Deferred Interest Payment) on the Perpetual Subordinated Capital Securities, or the value of the deduction to us would be materially reduced.

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        In the event that we elect to redeem the debt securities of any series upon the occurrence of a Tax Event, we will deliver to the applicable trustee a certificate, signed by two of our authorized officers, evidencing compliance with such provisions and stating that we are entitled to redeem the debt securities of any such series pursuant to the terms of such debt securities and the applicable indenture. We will further be required, before giving a notice of redemption, to deliver to the applicable trustee a written opinion of independent legal counsel of recognized standing in the appropriate jurisdiction, in a form satisfactory to such trustee, confirming that we are entitled to exercise the right of redemption.

        Notice of intention to redeem the debt securities of any series will be given in accordance with the provisions described under "Notices" below and pursuant to the terms of the applicable indenture. If such notice has been given, and subject, in the case of Subordinated Debt Securities of any series to our satisfying the Solvency Condition on the applicable redemption date and, if so required under the applicable U.K. regulatory requirements, providing notice thereof to, and receiving no objection thereto from, the U.K. Financial Services Authority (see below), the debt securities of any such series shall become due and payable on the redemption date specified in such notice and, upon presentation and surrender of such debt securities at the place or places specified in such notice, we shall pay and redeem such debt securities at the places and in the manner therein specified and at the redemption price therein specified together with accrued interest, if any, and Deferred Interest, if any, to the redemption date. From and after the redemption date, unless we shall default in the payment of the redemption price together with accrued interest, if any, and Deferred Interest, if any, the debt securities of any such series called for redemption shall cease to bear interest. If any such debt security called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof (and premium, if any, thereon) and, to the extent set out in the applicable prospectus supplement, Deferred Interest, shall, until paid, bear interest from the redemption date at such rate per annum equal to the rate borne by such debt security or, in the case of Discounted Securities, such debt security's Yield to Maturity.

Redemption of Perpetual Subordinated Capital Securities for Regulatory Reasons

        Subject to our satisfying the Solvency Condition and providing notice thereof to, and receiving no objection from, the U.K. Financial Services Authority (see below), on any applicable date set for redemption, the Perpetual Subordinated Capital Securities of any series may be redeemed, in whole but not in part, at our option, upon not more than 60 days' nor less than 30 days' prior notice to the holders of such debt securities, at a redemption price equal to 100% of the principal amount thereof (and premium, if any, thereon), together with accrued interest, if any, and Deferred Interest, if any, thereon to the date fixed for redemption, if a Regulatory Event is deemed to have occurred.

        A "Regulatory Event" will be deemed to have occurred if the Perpetual Subordinated Capital Securities would not be capable of counting as cover for the minimum or notional margin of solvency or minimum capital or capital ratios required of us by any Regulatory Capital Requirement as a result of any change to the Capital Regulations or the application or official interpretation thereof at any relevant time.

"Capital Regulations" means rules and regulations of the U.K. Financial Services Authority, or any successor regulatory body, that require Prudential plc or any of its EEA Insurance Subsidiaries to meet a Regulatory Capital Requirement including, without limitation, pursuant to the Directive 98/78/EC of the European Union or any legislation, rules or regulations (whether having the force of law or otherwise) in any state within the European Economic Area (which includes the European Union together with Norway, Liechtenstein and Iceland) implementing such directive.

"EEA Insurance Subsidiary" means any of our Subsidiaries engaged in the insurance business and regulated as such by a member state of the European Economic Area.

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Optional Redemption

        The applicable prospectus supplement will specify whether we may redeem the debt securities of any series, in whole or in part, at our option, in any other circumstances. The prospectus supplement will also specify the notice that we will be required to provide and the prices (and premium, if any, thereon) at which and the dates on which the debt securities may be redeemed. Any notice of redemption of debt securities will state:

•

the date fixed for redemption,



•

the amount of debt securities to be redeemed if we are only redeeming part of the series,



•

the redemption price,



•

that on the date fixed for redemption the redemption price will become due and payable on each debt security to be redeemed and, if applicable, that any interest will cease to accrue on or after the redemption date and



•

the place or places at which each holder may obtain payment of the redemption price.

Financial Services Authority Consents

        Under U.K. regulatory requirements at the date of this prospectus, any redemption of Subordinated Debt Securities upon the occurrence of a Tax Event or Regulatory Event or repurchase or any optional redemption we or any of our Subsidiaries make of Subordinated Debt Securities of any series may be made only without the objection of the U.K. Financial Services Authority and subject to such conditions as the U.K. Financial Services Authority may impose at the time of any such non-objection.

Repurchase

        Subject to applicable law (including, without limitation, U.S. federal securities law), and subject, in the case of Subordinated Debt Securities of any series, to our satisfying the Solvency Condition on the relevant date, we and any of our Subsidiaries may at any time repurchase debt securities in the open market, by tender to the holders of the securities of that series or by other means. Debt securities of any such series that we or any of our Subsidiaries may purchase may be held, resold or surrendered by the purchaser thereof through us to the applicable trustee or any paying agent for cancellation. See "Status—Senior Debt Securities—Negative Pledge" for the definition of Subsidiary.

Payment of Additional Amounts

        Unless the applicable prospectus supplement provides otherwise, we will pay to the holder of any debt security such additional amounts as may be necessary in order that every net payment of the principal of (and premium, if any, on) and interest, if any, and Deferred Interest, if any, on any such debt security after deduction or other withholding for or on account of any present or future tax, assessment, duty or other governmental charge of any nature whatsoever imposed, levied or collected by the United Kingdom, or any political subdivision or taxing authority thereof or therein having power to tax, will not be less than the amount provided for in any such debt security to be then due and payable ("Additional Amounts"); provided, however, that the foregoing obligation to pay additional amounts will not apply on account of any tax, assessment, duty or other governmental charge which is payable:

•

otherwise than by deduction or withholding from payments of principal of (or premium, if any, on) or interest, if any, or Deferred Interest, if any, on any such debt security,



•

by reason of such holder or beneficial holder having, or having had, some personal or business connection with the United Kingdom and not merely by reason of the fact that payments are, or for the purposes of taxation are deemed to be, from sources in, or secured in, the United Kingdom,

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•

except in the case of our winding up in England, as a result of the relevant debt security being presented for payment in the United Kingdom,



•

as a result of the relevant debt security being presented for payment more than 30 days after the Relevant Date except to the extent that the relevant holder would have been entitled to such additional amounts on presenting the debt security for payment on such thirtieth day,



•

with respect to a payment to an individual, if the payment is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the meeting of the European Council of Economics and Finance Ministers of November 26-27, 2000 (or any supplemental ECOFIN council meeting relating to such directive) or any law implementing or complying with, or introduced in order to conform to, such directive,



•

on a debt security presented for payment by a holder or beneficial holder who would have been able to avoid such deduction or withholding by presenting the relevant debt security to another paying agent in a Member State of the European Union or elsewhere,



•

by reason of any estate, excise, inheritance, gift, sales, transfer, wealth or personal property tax or any similar assessment or governmental charge,



•

as a result of the failure of a holder or beneficial holder to satisfy any statutory requirements or make a declaration of non-residence or other claim for exemption,



•

by reason of a change in law or official practice of any relevant taxing authority that becomes effective more than 30 days after the Relevant Date (as defined below) for payment of principal (or premium, if any) or interest, if any, or Deferred Interest, if any in respect of each debt security, or



•

owing to any combination of the above clauses.

        No additional amounts will be paid as provided above with respect to any payment of principal of (or premium, if any, on) or interest, if any, or Deferred Interest, if any, on any such debt security to any holder who is a fiduciary or partnership or other than the sole beneficial owner of any such payment to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the additional amounts had such beneficiary, settlor, member or beneficial owner been the holder of any such debt security.

"Relevant Date" means the date on which the payment of principal of (or premium, if any, on) or interest, if any, on or Deferred Interest, if any, on any debt security first becomes due and payable but, if the full amount of the monies payable on such date has not been received by the relevant paying agent or as it shall have directed on or prior to such date, the "Relevant Date" means the date on which such monies shall have been so received.

Payment and Paying Agents

        Unless otherwise indicated in an applicable prospectus supplement, payment of principal of (and premium, if any, on) and interest, if any, and Deferred Interest, if any, on Registered Securities (other than a Global Security) will be made at the office of such paying agent or paying agents as we may designate from time to time, except that at our option payment of any interest may be made to any or all holders:

•

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.

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        Unless otherwise indicated in an applicable prospectus supplement, payment of any installment of interest on Registered Securities will be made to the person in whose name such Registered Security is registered at the close of business on the Regular Record Date for such interest payment.

        Unless otherwise indicated in an applicable prospectus supplement, the New York office of the senior trustee, in its capacity as paying agent, and/or such other paying agents as are named in the prospectus supplement will be designated as our paying agency for payments with respect to Senior Debt Securities. Unless otherwise indicated in an applicable prospectus supplement, the New York office of the subordinated trustee, in its capacity as paying agent, and/or such other paying agents as are named in the prospectus supplement will be designated as our paying agency for payments with respect to Subordinated Debt Securities. Any other paying agents outside the United States and any other paying agents in the United States initially designated by us for the debt securities of a series will be named in the related prospectus supplement. We may at any time designate additional paying agents or rescind the designation of any paying agents or approve a change in the office through which any paying agent acts, except that we will be required to maintain a paying agent in each Place of Payment for such series; provided that if the debt securities of such series are listed on any stock exchange located outside the United States and such stock exchange shall so require, we will maintain a paying agent in any such required city located outside the United States for the debt securities of such series.

        All moneys we pay to a paying agent for the payment of principal of (and premium, if any, on) and interest, if any, and Deferred Interest, if any, on any debt security or in respect of any other additional payments thereon which remains unclaimed at the end of two years after such principal, premium or interest or additional payments shall have become due and payable will (subject to applicable laws) be repaid to us and the holder of such debt security will thereafter look only to us for payment thereof.

Events of Default and Defaults—Senior Debt Securities

        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,



2.

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 debt securities of that series, requiring that the breach be remedied,



3.

Either a court of competent jurisdiction issues an order which 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 debt securities of that series or in the event of a voluntary solvent winding up where surplus assets are available for distribution),



4.

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 debt

25

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),

5.

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,



6.

We or the Principal Subsidiary are unable to pay debts within the meaning of Section 123(2) of the Insolvency Act 1986,



7.

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



8.

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 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) which neither we nor any of our Subsidiaries beneficially owns for the time being.

        If an Event of Default occurs and is continuing, the senior trustee or the holders of at least 25% of the outstanding debt securities of that series may, at their discretion, declare the outstanding debt securities of that series to be due and repayable immediately (and the outstanding debt securities of that series will thereby become due and repayable) at their outstanding principal amount (or such other repayment amount as may be specified in or determined in accordance with the applicable prospectus supplement) together with accrued interest, if any (and premium, if any, thereon) as provided in the applicable prospectus supplement. The senior trustee may, at its discretion and without further notice, institute such proceedings as it may think suitable against us to enforce payment.

        Subject to the senior indenture provisions for the indemnification of the senior trustee, the holder(s) of a majority in aggregate principal amount of the outstanding debt securities of any series shall have the right to direct the time, method and place of conducting any proceeding in the name of and on the behalf of the senior trustee for any remedy available to the senior trustee or exercising any trust or power conferred on the senior trustee with respect to the debt securities of the series. However, the senior trustee may refuse to follow any direction that is in conflict with any rule of law or the senior indenture or is unjustly prejudicial to the holder(s) of any Senior Debt Securities of that series not taking part in the direction or which would subject the senior trustee to personal liability. The senior trustee may also take any other action, consistent with the direction, that it deems proper.

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        The holder(s) of a majority, or any greater requisite amount, as the case may be, of the aggregate principal amount of the outstanding Senior Debt Securities of any affected series may waive any Event of Default with respect to the series, except any default in respect of either:

•

the payment of principal of, or any premium, or interest, on any Senior Debt Securities or



•

a covenant or provision of the senior indenture which cannot be modified or amended without the consent of each holder of the outstanding Senior Debt Securities of that series.

        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 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 default that could mature into an Event of Default, under the senior indenture.

        Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the senior trustee's consent, to sue for any payments due but unpaid with respect to such holder's Senior Debt Securities.

Beneficial owners of Senior Debt Securities held in street name should consult their banks or brokers for information on how to give notice or direction to or make a request of the senior trustee and how to waive an Event of Default.

Events of Default and Defaults—Subordinated Debt Securities

        An "Event of Default" with respect to each series of Subordinated Debt Securities shall only occur if an order is made by a court of competent jurisdiction and is not successfully appealed within 30 days of the making of such order, or an effective shareholders' resolution is validly adopted, for our winding up (except in the case of a winding up solely for the purpose of a reconstruction or amalgamation or substitution in place of Prudential of a successor in business in each case where the Subordinated Debt Securities remain outstanding and are assumed by such successor in business on terms previously approved in writing by the holders of not less than 75% in aggregate principal amount of the outstanding Subordinated Debt Securities of that series). If any such Event of Default with respect to any particular series of Subordinated Debt Securities occurs and is continuing, the subordinated trustee or the holders of at least 25% in 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) such lesser amount as may be provided for with respect to such debt securities, all the Subordinated Debt Securities of that series to be due and payable immediately, by a notice in writing to us (and to the subordinated trustee if given by holders).

        Unless otherwise provided in the applicable prospectus supplement, upon any such declaration of acceleration such principal or such lesser amount, as the case may be, including premium, if any, thereon, together with any accrued interest and all other amounts owing thereunder, shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which we have expressly waived. However, at any time after such a declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been obtained, the holders of a majority in aggregate principal amount of the outstanding Subordinated Debt Securities of that series may, under certain circumstances, rescind and annul such acceleration.

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        A "Payment Default" with respect to a series of Dated Subordinated Debt Securities or Perpetual Subordinated Debt Securities shall, unless otherwise provided in the applicable prospectus supplement, occur if we fail to pay, or set aside, principal of (or premium, if any, on) or accrued interest, if any, on any such Subordinated Debt Security when due, and such failure continues for 14 days, provided that, unless otherwise provided in the applicable prospectus supplement,

•

if we do not pay, or set aside, an installment of interest on an Interest Payment Date with respect to any Dated Subordinated Debt Securities or Perpetual Subordinated Debt Securities, or



•

if we do not pay, or set aside, all or any part of the principal of (or premium, if any, on) any such Subordinated Debt Securities on the Stated Maturity (if any) or any other date set for redemption,

then, the failure to make or set aside such payment shall not constitute a Payment Default and the obligation to make such payment shall be deferred until (i) in the case of a payment of interest, the applicable Deferred Interest Payment Date and (ii) in the case of a payment of principal (or premium), the Deferred Principal Payment Date.

        If any Payment Default shall occur, the subordinated trustee may commence:

•

a proceeding in England and Wales (but not elsewhere) for our winding up or



•

a judicial proceeding for the collection of the sums so due and unpaid, provided that the subordinated trustee may not declare the principal amount of any outstanding Subordinated Debt Security to be due and payable.

        A "Capital Security Default" with respect to a series of Perpetual Subordinated Capital Securities shall, unless otherwise provided in the applicable prospectus supplement, occur if:

•

we fail to pay or set aside for payment the amount due to satisfy any interest payment on a Compulsory Interest Payment Date, and such failure continues for 14 days or



•

we fail to pay or set aside a sum to provide for payment of the principal amount of such Perpetual Subordinated Capital Securities, any accrued but unpaid interest and any Deferred Interest on a date set for redemption, as may be postponed from time to time, and such failure continues for 14 days.

        If any Capital Security Default shall occur and is continuing in respect of any series of Perpetual Subordinated Capital Securities, the subordinated trustee may commence

•

a proceeding in England and Wales (but not elsewhere) for our winding-up or



•

a judicial proceeding for the collection of the sums so due and unpaid, provided that the subordinated trustee may not declare the principal amount of any outstanding Perpetual Subordinated Capital Securities to be due and payable.

        A "Payment Event" shall, unless otherwise provided in the applicable prospectus supplement, occur when a relevant payment of principal or interest in respect of a Subordinated Debt Security would have become due and at the end of the 14-day period following the date on which such payment is due, the Solvency Condition is not satisfied. In this event, such failure to pay will not constitute a Payment Default or Capital Security Default, as the case may be, but instead will constitute a "Payment Event." However, it shall not be a Payment Event, Payment Default or Capital Security Default if such sums were not paid in order to comply with a statute, regulation or order of any court of competent jurisdiction. Where there is doubt as to the validity or applicability of any such statute, regulation or order, it shall not be a Payment Event, Payment Default or Capital Security Default 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. However, the subordinated trustee may, by notice to us, require us to take action, including proceedings

28

for a court declaration, to resolve the doubt, if counsel advises that the action is appropriate and reasonable. In this case, we shall 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.

        On any Payment Event, the subordinated trustee may institute proceedings in England and Wales (but not elsewhere) for our winding up, but may not pursue any other legal remedy, including a judicial proceeding for the collection of the sums so due and unpaid.

        Subject to the subordinated indenture provisions for the indemnification of the subordinated trustee, the holder(s) of a majority in aggregate principal amount of the outstanding debt securities of any series shall have the right to direct the time, method and place of conducting any proceeding in the name of and on the behalf of the subordinated trustee for any remedy available to the subordinated trustee or exercising any trust or power conferred on the subordinated trustee with respect to the debt securities of that series. However, the subordinated trustee may refuse to follow any direction that is in conflict with any rule of law or the subordinated indenture or is unjustly prejudicial to the holder(s) of any Subordinated Debt Securities of that series not taking part in the direction or which would subject the subordinated trustee to personal liability. The subordinated trustee may also take any other action, consistent with the direction, that it deems proper.

        The holder(s) of a majority, or any greater requisite amount, as the case may be, of the aggregate principal amount of the outstanding Subordinated Debt Securities of any affected series may waive any Event of Default, Payment Default, Capital Security Default and Payment Event with respect to the series, except any default in respect of either:

•

the payment of principal of, or any premium, or interest, on any Subordinated Debt Securities or



•

a covenant or provision of the subordinated indenture which cannot be modified or amended without the consent of each holder of the outstanding Subordinated Debt Securities of that series.

        The subordinated trustee will, within 90 days of an Event of Default, Payment Default, Capital Security Default or Payment 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 default it knows about, unless such 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 or Deferred 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.

        If we fail to perform or observe any of our respective 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

29

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.

        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 default that could mature into an Event of Default, under the subordinated indenture.

        By acceptance of the Subordinated Debt Securities, holders of such 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 such 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.

        Holders of Subordinated Debt Securities of any series may not enforce the subordinated indenture or Subordinated Debt Securities, except as described in the preceding paragraphs; provided that each holder of Subordinated Debt Securities will have the right to institute suit for the enforcement of payment of the principal of (and premium, if any, on) and interest, including Deferred 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.

Judgment Currency

        A judgment for money damages by courts in the United States, including a money judgment based on an obligation expressed in a foreign currency, will ordinarily be rendered only in U.S. dollars. The statutory law of the State of New York provides that a court shall render a judgment or decree in the foreign currency of the underlying obligation and that the judgment or decree shall be converted into U.S. dollars at the exchange rate prevailing on the date of entry of the judgment or decree.

        If, for the purpose of obtaining a judgment in any court with respect to any of our obligations under the applicable indenture or debt security, as the case may be, it shall become necessary to convert into any other currency or currency unit any amount due under such indenture or debt security, as the case may be, then the conversion shall be made by the Currency Determination Agent at the Market Exchange Rate as in effect on the date of entry of the judgment (the "Judgment Date"). If pursuant to any such judgment, conversion shall be made on a date (the "Substitute Date") other than the Judgment Date and there shall occur a change between the Market Exchange Rate as in effect on the Judgment Date and the Market Exchange Rate as in effect on the Substitute Date, the indentures require us to pay such additional amounts (if any) as may be necessary to ensure that the amount paid is equal to the amount in such other currency or currency unit which, when converted at the Market Exchange Rate as in effect on the Judgment Date, is the amount then due under such indenture or debt security, as the case may be. We will not, however, be required to pay more in the currency or currency unit due under such indenture or debt security, as the case may be, at the Market Exchange Rate as in

30

effect on the Judgment Date than the amount stated in U.S. dollars to be due under such indenture or debt security, as the case may be, so that in any event our obligations under such indenture or debt security, as the case may be, will be effectively maintained as obligations in U.S. dollars and we shall be entitled to withhold (or be reimbursed for, as the case may be) any excess of the amount actually realized upon any such conversion on the Substitute Date over the amount due and payable on the Judgment Date.

Consolidation, Merger and Sale or Lease of Assets

        So long as any debt security of a series remains outstanding, we may not consolidate or amalgamate with or merge into any other corporation or convey, transfer or lease our properties and assets substantially as an entirety to any person (as defined in the indentures) unless:

•

the corporation formed by such consolidation or amalgamation or into which we are merged, or the person which acquires, leases or is the transferee of or recipient of the conveyance of substantially all or all of our properties and assets, shall:



(a)

be a corporation or other person organized and validly existing under the laws of any country that is a member of the Organisation for Economic Co-operation and Development (as the same may be constituted from time to time) and



(b)

expressly assume, by an amendment to the applicable indenture that is executed and delivered in form reasonably satisfactory to the applicable trustee, with any amendments or revisions necessary to take account of the jurisdiction in which any such corporation or other person is organized (if other than England and Wales),



(i)

the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on and Deferred Interest, if any, on all of the debt securities of such a series,



(ii)

the performance of every covenant of the applicable indenture (other than a covenant included in the applicable indenture solely for the benefit of a series of debt securities other than such debt securities) and of such debt securities on our part to be performed,



(iii)

such assumption shall provide that such corporation or person shall pay to the holder of any such debt securities such additional amounts as may be necessary in order that every net payment of the principal of (and premium, if any, on) and interest, if any, on and Deferred Interest, if any, on such debt securities will not be less than the amounts provided for in such debt securities to be then due and payable and



(iv)

with respect to (iii) above, such obligation shall extend to any deduction or withholding for or on account of any present or future tax, assessment or governmental charge imposed upon such payment by the United Kingdom or the country in which any such corporation or person is organized or any district, municipality or other political subdivision or taxing authority thereof (subject to the limitations contained in "Payments of Additional Amounts" above, as applied to such corporation or person and, if applicable, such other country),



•

immediately after giving effect to such transaction, no Event of Default with respect to Senior Debt Securities of such a series or no Event of Default, Payment Default, Capital Security Default or Payment Event with respect to Subordinated Debt Securities of such a series, as the case may be, and no event which, after notice or lapse of time, or both, would become an Event of Default, Payment Default, Capital Security Default or Payment Event, as the case may be, with respect to such debt securities, shall have occurred and be continuing and

31

•

we have delivered to the applicable trustee a certificate signed by two duly authorized officers and an opinion of counsel each stating that such consolidation, amalgamation, merger, conveyance, transfer or lease and such amendment to the applicable indenture evidencing the assumption by such corporation or person comply with the applicable indenture and that all conditions precedent provided for in the applicable indenture relating to such transaction have been met.

        Upon any such consolidation, amalgamation or merger, or any such conveyance, transfer or lease, the successor corporation or person will succeed to, and be substituted for, and may exercise all of our rights and powers under the applicable indenture with the same effect as if such successor corporation or person had been named as the issuer thereunder and thereafter, except in the case of a lease, the predecessor corporation shall be relieved of all obligations and covenants under the applicable indenture and such debt securities.

Satisfaction and Discharge

        Except as may otherwise be set forth in the prospectus supplement relating to the debt securities of a series, the indentures provide that we will be discharged from our obligations under the debt securities of a series (with certain exceptions) at any time prior to the Stated Maturity, if any, or redemption of such debt securities, including any redemption permitted under the terms of the subordinated indenture relating to any Perpetual Subordinated Debt Securities or Perpetual Subordinated Capital Securities, when:

•

we have irrevocably deposited with or to the order of the applicable trustee, in trust,



(a)

sufficient funds in the currency, currencies, currency unit or units in which such debt securities are payable (without consideration of any reinvestment thereof) to pay the principal of (and premium, if any, on) and interest, if any, on and Deferred Interest, if any, and Additional Amounts, if any, on such debt securities to the Stated Maturity, if any (or redemption date), or



(b)

such amount of U.S. Government Obligations (as defined below) as will, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay when due the principal of (and premium, if any, on) and interest, if any, and Deferred Interest, if any, and Additional Amounts, if any, to the Stated Maturity, if any (or redemption date) on such debt securities, or



(c)

such amount equal to the amount referred to in clause (a) or (b) in any combination of currency or currency unit or U.S Government Obligations and delivered a certificate of a firm of independent public accountants to the applicable trustee verifying that the combination of funds is sufficient for purposes of clause (a) or (b),



•

we have paid all other sums payable with respect to such debt securities,



•

we have delivered to the applicable trustee an opinion of counsel in form and substance acceptable to the trustee to the effect that:



(a)

we have received from, or there has been published by, the Internal Revenue Service a ruling, or



(b)

since the date of the applicable indenture there has been a change in applicable U.S. federal income tax law,

in either case to the effect that, and based upon which such opinion of counsel shall confirm that, the holders of such debt securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such discharge and will be subject to U.S. federal income tax

32

on the same amount and in the same manner and at the same time as would have been the case if such discharge had not occurred and

•

certain other conditions are met.

        Upon such discharge, the holders of the debt securities of such a series shall no longer be entitled to the benefits of the terms and conditions of the applicable indenture and debt securities, except for certain provisions, including registration of transfer and exchange of such debt securities and replacement of mutilated, destroyed, lost or stolen debt securities of such a series, and shall look for payment only to such deposited funds or obligations.

        In addition, under the requirements of the U.K. Financial Services Authority at the date of this prospectus, any such discharge with respect to the Subordinated Debt Securities of any series would require the providing of notice to, and receipt of no objection from, the U.K. Financial Services Authority.

"U.S. Government Obligations" means non-callable:

•

direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America for which its full faith and credit are pledged or



•

obligations of a person controlled or supervised by, and acting as an agency or instrumentality of the United States of America, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America.

Supplemental Indentures

        The indentures contain provisions permitting us and the applicable trustee:

•

without the consent of the holders of any debt securities issued under the applicable indenture, to execute supplemental indentures for certain enumerated purposes, such as to cure any ambiguity or inconsistency, make any change that does not have a material adverse effect on the rights of any holder of such debt securities or establish the terms of a particular series of debt securities and



•

with the consent of the holders of not less than a majority, or any greater requisite amount, as the case may be, in aggregate principal amount of the outstanding debt securities of each series of debt securities issued under the applicable indenture and affected thereby, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the applicable indenture or of modifying in any manner the rights of holders of any such debt securities under the applicable indenture,

provided, that, in each case, no such supplemental indenture may, without the consent of the holder of each such outstanding debt security affected thereby:

•

change the Stated Maturity, if any, of the principal of or interest on any such debt security, or change the terms of any Perpetual Subordinated Debt Security or Perpetual Subordinated Capital Security to include a Stated Maturity of the principal amount of any such debt security, or reduce the principal amount of any such debt security or the rate of interest thereon, if any, or the Deferred Interest thereon, if any, or any premium or principal payable upon redemption thereof, or change any of our obligations to pay additional amounts thereon, or change any Place of Payment or time of payment where, or change the currency in which, any such debt security or the principal of or interest, if any, thereon is payable, or change any redemption or repurchase rights to the detriment of any holder, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity, if any, thereof or the date any such payment is otherwise due and payable (or, in the case of redemption, on or after the redemption date),

33

•

reduce the percentage in aggregate principal amount of such outstanding debt securities of any particular series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver of compliance with certain provisions of the applicable indenture or certain defaults thereunder and their consequences that is provided for in the applicable indenture,



•

change any of our obligations to maintain an office or agency in the places and for the purposes specified in the applicable indenture,



•

modify certain of the provisions of the applicable indenture pertaining to the waiver by holders of such debt securities of defaults and the waiver by holders of such debt securities of certain covenants, except to increase any specified percentage in aggregate principal amount required for any actions by holders of debt securities or to provide that certain other provisions of the applicable indenture cannot be modified or waived without the consent of the holder of each such debt security affected thereby or



•

in the case of Subordinated Debt Securities, change in any manner adverse to the interests of the holders of such outstanding Subordinated Debt Securities the subordination provisions of such Subordinated Debt Securities.

        In addition, a material 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, Payment Defaults, Capital Security Defaults or Payment Events with respect to such Subordinated Debt Securities, may require the providing of notice to, and receipt of no objection from, the U.K. Financial Services Authority.

Waivers

        The holders of not less than a majority in aggregate principal amount of the outstanding debt securities of each series of debt securities issued under the applicable indenture and affected thereby, may on behalf of the holders of all such debt securities waive our compliance with certain restrictive provisions of the applicable indenture as pertain to our corporate existence, our maintenance of certain agencies or, solely with respect to Senior Debt Securities, as pertain to the negative pledge covenant as described under "Senior Debt Securities—Negative Pledge" above. The holders of not less than a majority, or any greater requisite amount, as the case may be, in aggregate principal amount of the outstanding debt securities of a series issued under the applicable indenture may on behalf of the holders of all such debt securities of such series waive defaults under the applicable indenture, except defaults in the payment of the principal of (and premium, if any, on) and interest, if any, on any such debt security or in respect to a covenant or a provision which under the applicable indenture cannot be modified or amended without the consent of the holder of each outstanding debt security of such a series.

Further Issuances

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

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Notices

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

Title

        We, the trustees and any of our agents or of the trustees may treat the registered owner of any Registered Security 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.

Governing Law

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

        In accordance with the guidelines of the U.K. Financial Services Authority, the subordination provisions in the subordinated indenture and the Subordinated Debt Securities will be governed by and construed in accordance with the laws of England and Wales, 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.

Concerning the Senior Trustee

        The senior indenture provides that the senior trustee will have no obligations other than the performance of such duties as are specifically set forth in such senior indenture, except that, if an Event of Default has occurred and is continuing, the senior trustee will 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.

Concerning the Subordinated Trustee

        The subordinated indenture provides that the subordinated trustee will have no obligations other than the performance of such duties as are specifically set forth in such subordinated indenture, except that, if an Event of Default, Payment Default, Capital Security Default or Payment Event has occurred and is continuing, the subordinated trustee will 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.

35

CLEARANCE AND SETTLEMENT

        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 cross-market 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 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 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,

36

(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 société 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 Financière) 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.

37

•

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.

        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, 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.

        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.

38

Secondary Market Trading

Trading between DTC Participants

        Secondary market trading 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

39

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.

40

TAXATION

        This section discusses the material U.K. and U.S. federal income tax consequences of the ownership of the Senior and Subordinated Debt Securities (including Discounted Securities). This summary applies to you only if:

•

you are an individual U.S. citizen or resident, a U.S. corporation, or otherwise subject to U.S. federal income tax on a net income basis in respect of the securities;



•

you purchase the securities in their original issuance at the issue price, and you hold such securities as capital assets for tax purposes; and



•

you are not resident or ordinarily resident in the United Kingdom for U.K. tax purposes, and do not hold the securities for the purposes of a trade, profession, or vocation that you carry on in the United Kingdom through a branch or agency or, for accounting periods commencing on or after January 1, 2003, a permanent establishment.

        This section does not purport to be a comprehensive description of all of the tax considerations that may be relevant to any particular investor. We have assumed that you are familiar with the tax rules applicable to investments in securities generally and with any special rules to which you may be subject. In particular, the discussion does not address the tax treatment of investors that are subject to special rules, such as banks, insurance companies, dealers in securities or currencies, persons that control (directly or indirectly) 10% or more of our voting stock, persons that elect mark-to-market treatment, persons that hold the securities as a position in a straddle, conversion transaction, synthetic security, or other integrated financial transaction for tax purposes, and persons whose functional currency is not the U.S. dollar.

        The discussion that follows is of a general nature, and additional disclosure regarding the tax treatment of specific securities may be provided in the prospectus supplement for such instruments. To the extent there is any inconsistency in the discussion of tax consequences between this prospectus and the applicable prospectus supplement, you should rely on the discussion in the prospectus supplement.

        The statements regarding U.K. and U.S. tax laws set forth below are based on the laws in force on the date of this prospectus, which are subject to change, possibly on a retroactive basis.

        You should consult your own tax advisers as to the tax consequences of the purchase, ownership, and disposition of the securities in the light of your particular circumstances, including the effect of any state, local, or other national laws.

U.K. Taxation

Interest

        Payments of interest on the securities should be exempt from withholding or deduction for or on account of U.K. tax under the provisions of U.K. tax law relating to "quoted Eurobonds", provided that the securities are listed on a "recognized stock exchange" within the meaning of section 841 of the Income and Corporation Taxes Act 1988. The New York Stock Exchange and the London Stock Exchange are currently recognized for these purposes. Accordingly, interest payments made on the securities should be payable without withholding or deduction for or on account of U.K. income tax.

Purchase, Sale, and Retirement of Securities

        You will not be liable for U.K. taxation on capital gains realized on a sale or other disposal or redemption or conversion of the securities.

41

EU Savings Directive

        On January 21, 2003, the European Council of Economics and Finance Ministers ("ECOFIN") agreed on proposals under which Member States will be required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State, except that, for a transitional period only, Belgium, Luxembourg and Austria will instead be required to operate a withholding system in relation to such payments (the ending of the transitional period is dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). The directive is required to be implemented into the national laws of Member States from January 1, 2004 and it is anticipated that the proposals will take effect from January 1, 2005.

U.S. Federal Income Taxation

U.S. Tax Status

        Under current law, Perpetual Subordinated Debt Securities and Perpetual Subordinated Capital Securities will be, and Dated Subordinated Debt Securities may be, treated as equity of the issuer for U.S. federal income tax purposes. Senior Debt Securities will generally be treated as debt for such purposes. Please consult the applicable prospectus supplement for information regarding the treatment of a particular instrument.

Securities Characterized as Debt for U.S. Tax Purposes

        Interest.    Payments or accruals of "qualified stated interest" (as defined below) on a Senior Debt Security or a Dated Subordinated Debt Security that is treated as debt for U.S. federal income tax purposes will be taxable to you as ordinary interest income at the time that you receive or accrue such amounts (in accordance with your regular method of tax accounting). If you use the cash method of tax accounting and you receive payments of interest pursuant to the terms of a security in a currency other than the U.S. dollar (a "foreign currency"), the amount of interest income you will realize will be the U.S. dollar value of the foreign currency payment based on the exchange rate in effect on the date you receive the payment, regardless of whether you convert the payment into U.S. dollars. If you use the accrual method of tax accounting, the amount of interest income you will realize will be based on the average exchange rate in effect during the interest accrual period (or with respect to an interest accrual period that spans two taxable years, at the average exchange rate for the partial period within the taxable year). Alternatively, as an accrual-basis taxpayer, you may elect to translate all interest income on such foreign currency-denominated securities at the spot rate on the last day of the accrual period (or the last day of the taxable year, in the case of an accrual period that spans more than one taxable year) or on the date that you receive the interest payment if that date is within five business days of the end of the accrual period. If you make this election, you must apply it consistently to all debt instruments from year to year and you cannot change the election without the consent of the Internal Revenue Service. If you use the accrual method of accounting for tax purposes, you will recognize foreign currency gain or loss on the receipt of a foreign currency interest payment if the exchange rate in effect on the date the payment is received differs from the rate applicable to a previous accrual of that interest income. This foreign currency gain or loss will be treated as ordinary income or loss, but generally will not be treated as an adjustment to interest income received on the security.

        Original Issue Discount.    If we issue securities that are treated as debt at a discount from their stated redemption price at maturity, and the discount is equal to or more than the product of one-fourth of one percent (0.25%) of the stated redemption price at maturity of the securities multiplied by the number of full years to their maturity, the securities will be "discount securities." The difference between the issue price and the stated redemption price at maturity of the securities will be the "original issue discount." The "issue price" of the securities will be the first price at which a substantial

42

amount of the securities are sold to the public (i.e., excluding sales of securities to underwriters, placement agents, wholesalers, or similar persons). The "stated redemption price at maturity" will include all payments under the securities other than payments of qualified stated interest. The term "qualified stated interest" generally means stated interest that is unconditionally payable in cash or property (other than debt instruments issued by us) at least annually during the entire term of a security at a single fixed interest rate or, subject to certain conditions, based on one or more interest indices.

        If you invest in a discount security, you generally will be subject to the special tax accounting rules for original issue discount obligations. You should be aware that, as described in greater detail below, if you invest in a discount security, you generally will be required to include original issue discount in ordinary gross income for U.S. federal income tax purposes as it accrues, although you may not yet have received the cash attributable to that income.

        In general, and regardless of whether you use the cash or the accrual method of tax accounting, if you are the holder of a discount security with a maturity greater than one year, you will be required to include in ordinary gross income the sum of the "daily portions" of original issue discount on that security for all days during the taxable year that you own the security. The daily portions of original issue discount on a discount security are determined by allocating to each day in any accrual period a ratable portion of the original issue discount allocable to that period. Accrual periods may be any length and may vary in length over the term of a discount security, so long as no accrual period is longer than one year and each scheduled payment of principal or interest occurs on the first or last day of an accrual period. For initial holders, the amount of original issue discount on a discount security allocable to each accrual period is determined by:

•

multiplying the "adjusted issue price" (as defined below) of the security at the beginning of the accrual period by a fraction, the numerator of which is the annual yield to maturity (defined below) of the security and the denominator of which is the number of accrual periods in a year; and



•

subtracting from that product the amount (if any) payable as qualified stated interest allocable to that accrual period.

In the case of a discount security that is a floating rate security, both the "annual yield to maturity" and the qualified stated interest will be determined for these purposes as though the security bore interest in all periods at a fixed rate generally equal to the rate that would be applicable to interest payments on the security on its date of issue or, in the case of some floating rate securities, the rate that reflects the yield that is reasonably expected for the security. Additional rules may apply if interest on a floating rate security is based on more than one interest index. The "adjusted issue price" of a discount security at the beginning of any accrual period will generally be the sum of its issue price (including any accrued interest) and the amount of original issue discount allocable to all prior accrual periods, reduced by the amount of all payments other than any qualified stated interest payments on the security in all prior accrual periods. All payments on a discount security (other than qualified stated interest) will generally be viewed first as payments of previously accrued original issue discount (to the extent of the previously accrued discount), with payments considered made from the earliest accrual periods first, and then as payments of principal. The "annual yield to maturity" of a security is the discount rate (appropriately adjusted to reflect the length of accrual periods) that causes the present value on the issue date of all payments on the security to equal the issue price. As a result of this "constant yield" method of including original issue discount income, the amounts you will be required to include in your gross income if you invest in a discount security denominated in U.S. dollars generally will be less in the early years and greater in the later years than amounts that would be includible on a straight-line basis.

        You generally may make an irrevocable election to include in income your entire return on a security (i.e., the excess of all remaining payments to be received on the security, including payments of qualified stated interest, over the amount you paid for the security) under the constant yield method

43

described above. If you purchase securities at a premium and if you make this election, you will also be deemed to have made the election (discussed below under "Premium") to amortize premium currently on a constant yield basis in respect of all other premium bonds that you hold.

        In the case of a discount security that is also a foreign currency security, you should determine the U.S. dollar amount includible as original issue discount for each accrual period by:

•

calculating the amount of original issue discount allocable to each accrual period in the foreign currency using the constant yield method described above; and



•

translating that foreign currency amount at the average exchange rate in effect during that accrual period (or, with respect to an interest accrual period that spans two taxable years, at the average exchange rate for each partial period).

Alternatively, you may translate the foreign currency amount at the spot rate of exchange on the last day of the accrual period (or the last day of the taxable year, for an accrual period that spans two taxable years) or at the spot rate of exchange on the date of receipt, if that date is within five business days of the last day of the accrual period, provided that you have made the election described above under "Interest." Because exchange rates may fluctuate, if you are the holder of a discount security that is also a foreign currency security, you may recognize a different amount of original issue discount income in each accrual period than would be the case if you were the holder of an otherwise similar discount security denominated in U.S. dollars. Upon the receipt of an amount attributable to original issue discount (whether in connection with a payment of an amount that is not qualified stated interest or the sale or retirement of the discount security), you will recognize ordinary income or loss measured by the difference between the amount received (translated into U.S. dollars at the exchange rate in effect on the date of receipt or on the date of disposition of the discount security, as the case may be) and the amount accrued (using the exchange rate applicable to such previous accrual).

        Premium.    If you purchase a security that is treated as debt at a cost greater than the security's remaining redemption amount, you will be considered to have purchased the security at a premium, and you may elect to amortize the premium as an offset to interest income, using a constant yield method, over the remaining term of the security. If you make this election, it generally will apply to all debt instruments that you hold at the time of the election, as well as any debt instruments that you subsequently acquire. In addition, you may not revoke the election without the consent of the Internal Revenue Service. If you elect to amortize the premium, you will be required to reduce your tax basis in the security by the amount of the premium amortized during your holding period. In the case of premium on a foreign currency security, you should calculate the amortization of the premium in the foreign currency. Premium amortization deductions attributable to a period reduce interest income in respect of that period, and therefore are translated into U.S. dollars at the rate that you use for interest payments in respect of that period. Exchange gain or loss will be realized with respect to amortized premium on a foreign currency security based on the difference between the exchange rate computed on the date or dates the premium is amortized against interest payments on the security and the exchange rate on the date you acquired the security. If you do not elect to amortize premium, the amount of premium will be included in your tax basis in the security. Therefore, if you do not elect to amortize premium and you hold the security to maturity, you generally will be required to treat the premium as capital loss when the security matures.

        Purchase, Sale, and Retirement of Securities.    Initially, your tax basis in a security that is treated as debt generally will equal the cost of the security to you. Your basis will increase by any amounts that you are required to include in income under the rules governing original issue discount, and will decrease by the amount of any amortized premium and any payments other than qualified stated interest made on the security. If you purchase a security that is denominated in a foreign currency, the cost to you (and therefore generally your initial tax basis) will generally be the U.S. dollar value of the foreign currency purchase price on the date of purchase calculated at the exchange rate in

44

effect on that date. The amount of any subsequent adjustments to your tax basis in a security in respect of foreign currency-denominated original issue discount or premium will be determined in the manner described above. If you convert U.S. dollars into a foreign currency and then immediately use that foreign currency to purchase a security, you generally will not have any taxable gain or loss as a result of the conversion or purchase.

        If you sell or exchange such a security, or if such a security that you hold is retired, you generally will recognize gain or loss equal to the difference between the amount you realize on the transaction (less any accrued qualified stated interest, which will be subject to tax in the manner described above under "Interest") and your tax basis in the security. If you sell or exchange a security for a foreign currency, or receive foreign currency on the retirement of a security, the amount you will realize for U.S. tax purposes generally will be the dollar value of the foreign currency that you receive calculated at the exchange rate in effect on the date the security is disposed of or retired.

        Except as discussed below with respect to foreign currency gain or loss, the gain or loss that you recognize on a sale, exchange, or retirement of such a security generally will be capital gain or loss. Such gain or loss will be long-term capital gain or loss if you have held the security for more than one year on the date of disposition. Net long-term capital gain recognized by an individual generally will be subject to tax at a lower rate than net short-term capital gain or ordinary income. Your ability to offset capital losses against ordinary income is limited.

        Despite the foregoing, gain or loss that you recognize on a sale, exchange, or retirement of a foreign currency security generally will be treated as ordinary income or loss to the extent that the gain or loss is attributable to changes in exchange rates during the period in which you held the security. This foreign currency gain or loss will not be treated as an adjustment to interest income that you receive on the security.

Securities Characterized as Equity for U.S. Tax Purposes

        Interest.    Payments of interest on Perpetual Subordinated Debt Securities, Perpetual Subordinated Capital Securities, or Dated Subordinated Debt Securities that are characterized as equity for U.S. federal income tax purposes will be treated as dividends. Accordingly, such payments generally will be includible in your income on the date of receipt without regard to your method of tax accounting. Payments made in a currency other than the U.S. dollar will be included in income in a U.S. dollar amount determined by reference to the exchange rate in effect on the date of receipt, regardless of whether you convert the payment into U.S. dollars.

        Purchase, Sale, and Retirement of Securities.    Your tax basis in a security that is treated as equity generally will equal the cost of the security to you. If you purchase a security that is denominated in a foreign currency, the cost to you (and therefore generally your tax basis) will generally be the U.S. dollar value of the foreign currency purchase price on the date of purchase calculated at the exchange rate in effect on that date. If you convert U.S. dollars into a foreign currency and then immediately use that foreign currency to purchase a security, you generally will not have any taxable gain or loss as a result of the conversion or purchase.

        If you sell or exchange such a security, or if such a security that you hold is retired, you generally will recognize gain or loss equal to the difference between the amount you realize on the transaction and your tax basis in the security. If you sell or exchange a security for a foreign currency, or receive foreign currency on the retirement of a security, the amount you will realize for U.S. tax purposes generally will be the dollar value of the foreign currency that you receive calculated at the exchange rate in effect on the date the security is disposed of or retired.

        Gain or loss that you recognize on a sale, exchange, or retirement of such a security generally will be capital gain or loss. Such gain or loss will be long-term capital gain or loss if you have held the security for more than one year on the date of disposition. Net long-term capital gain recognized by an individual generally will be subject to tax at a lower rate than net short-term capital gain or ordinary income. Your ability to offset capital losses against ordinary income is limited.

45

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 and any applicable commissions or discounts. 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.

        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.

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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, London, England, our U.S. counsel and by Slaughter and May, our English solicitors, and for the underwriters, dealers or agents by Sidley Austin Brown & Wood, London, England, their U.S. counsel and by Allen & Overy, their English solicitors.

INDEPENDENT ACCOUNTANTS

        Our consolidated financial statements and condensed financial statement schedule as at December 31, 2002 and December 31, 2001 and for each of the years ended December 31, 2002, 2001 and 2000 appearing in our annual report on Form 20-F for the year ended December 31, 2002 (the "2002 Form 20-F") and incorporated by reference herein have been incorporated by reference herein in reliance on the reports of KPMG Audit Plc, independent accountants, appearing in the 2002 Form 20-F and incorporated by reference herein, upon the authority of said firm as experts in auditing and accounting.

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GLOSSARY

        The following is a glossary of terms that are used in this prospectus, in each case defined as below unless otherwise specified in the indentures, supplemental indenture or prospectus supplement.

        "Additional Amounts" has the meaning set forth under "Description of the Securities—Payment of Additional Amounts".

        "Assets" has the meaning set forth under "Description of the Securities—Payments on Debt Securities—Solvency Condition".

        "Business Day" means each day, other than a Saturday or Sunday, which is not a day on which commercial banking institutions in The City of New York or in London, England or in a Place of Payment, or, in respect of any payment to be made in a foreign currency, in the principal financial center of the country issuing such foreign currency, are authorized or required by law, regulation or executive order to close, and shall otherwise mean each day, other than a Saturday or Sunday, which is not a day on which banking institutions, at the place where any specified act pursuant to the applicable indenture is to occur, are authorized or required by law, regulation or executive order to close.

        "Capital Regulations" has the meaning set forth under "Description of the Securities—Redemption and Repurchase—Redemption of Perpetual Subordinated Capital Securities for Regulatory Reasons".

        "Capital Security Default" has the meaning set forth under "Description of the Securities—Events of Default and Defaults—Subordinated Debt Securities".

        "Clearstream" means Clearstream Banking, société anonyme.

        "Compulsory Interest Payment Date" has the meaning set forth under "Description of the Securities—Payments on Debt Securities—Perpetual Subordinated Capital Securities".

        "Currency Determination Agent" means the senior trustee or subordinated trustee, as applicable, acting in the capacity of such agent.

        "Dated Subordinated Debt Securities" has the meaning set forth under "Description of the Securities—General".

        "debt securities" means the Senior Debt Securities and the Subordinated Debt Securities.

        "Deferred Interest" has the meaning set forth under "Description of the Securities—Payments on Debt Securities—Perpetual Subordinated Capital Securities".

        "Deferred Interest Payment Date" has the meaning set forth under "Description of the Securities—Payments on Debt Securities—Dated Subordinated Debt Securities and Perpetual Subordinated Debt Securities".

        "Deferral Notice" has the meaning set forth under "Description of the Securities—Payments on Debt Securities—Dated Subordinated Debt Securities and Perpetual Subordinated Debt Securities".

        "Deferred Principal Payment Date" has the meaning set forth under "Description of the Securities—Payments on Debt Securities—Dated Subordinated Debt Securities and Perpetual Subordinated Debt Securities".

        "Depositary" has the meaning set forth under "Description of the Securities—Global Securities".

        "Discounted Security" means any debt security which provides for an amount (excluding any amounts attributable to accrued but unpaid interest thereon) less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to the applicable indenture.

        "DTC" means The Depository Trust Company.

48

        "EEA Insurance Subsidiary" has the meaning set forth under "Description of the Securities—Redemption and Repurchase—Redemption of Perpetual Subordinated Capital Securities for Regulatory Reasons".

        "ECOFIN" has the meaning set forth under "Taxation—U.K. Taxation—EU Savings Directive".

        "Election Date" means any date by which an election for payment of any debt security in a currency or currency unit other than that in which such security is issued must be made, as specified in greater detail in the indentures.

        "Euroclear" means Euroclear Bank S.A./N.V.

        "Event of Default" when used with respect to the Senior Debt Securities has the meaning set forth under "Description of the Securities—Events of Default and Defaults—Senior Debt Securities".

        "Event of Default" when used with respect to the Subordinated Debt Securities has the meaning set forth under "Description of the Securities—Events of Default and Defaults—Subordinated Debt Securities".

        "global form" has the meaning set forth under "Description of the Securities—Denominations, Registration and Transfer".

        "Global Security" has the meaning set forth under "Description of the Securities—Denominations, Registration and Transfer".

        "Indebtedness for moneys borrowed" has the meaning set forth under "Description of the Securities—Events of Default and Defaults—Senior Debt Securities".

        "indentures" means the senior indenture and the subordinated indenture.

        "Interest Payment Date," when used with respect to (i) the Senior Debt Securities, means the Stated Maturity of an installment of interest on such securities, (ii) the Dated Subordinated Debt Securities or Perpetual Subordinated Debt Securities, means the Stated Maturity of an installment of interest on such securities, subject to any deferral provided for in the subordinated indenture, a supplemental indenture or prospectus supplement and (iii) the Perpetual Subordinated Capital Securities, means an Optional Interest Payment Date or a Compulsory Interest Payment Date, subject to any deferral provided for in the subordinated indenture, a supplemental indenture or prospectus supplement.

        "Judgment Date" has the meaning set forth under "Description of the Securities—Judgment Currency".

        "Junior Securities" means our ordinary shares or any of our other securities which rank, as regards distributions on a return of assets on our winding up or in respect of distributions or payments of dividends or any other payments thereon, after the Perpetual Subordinated Capital Securities.

        "Liabilities" has the meaning set forth under "Description of the Securities—Payments on Debt Securities—Solvency Condition".

        "Market Exchange Rate" means (i) for any conversion involving a currency unit on the one hand and dollars or any foreign currency on the other, the exchange rate between the relevant currency unit and dollars or such foreign currency calculated by the method specified in the applicable indenture and (ii) for any conversion of dollars into any foreign currency or for any conversion of one foreign currency into dollars or another foreign currency, the spot rate at noon local time in the relevant market at which, in accordance with normal banking procedures, the dollars or foreign currency into which conversion is being made could be purchased with the dollars or foreign currency from which conversion is being made from major banks located in either New York City, New York, London, England, or any other

49

principal market for dollars or such foreign currency, in each case determined by us or the Currency Determination Agent, provided, in each case, as set out in the indentures.

        "Maturity" means the date, if any, on which the principal (or, if the context so requires, lesser amount in the case of Discounted Securities) of (or premium, if any, on) that debt security becomes due and payable as provided therein or in the applicable indenture, whether at the Stated Maturity or by declaration of acceleration, call for redemption, request for redemption, repayment at the option of the holder, pursuant to any sinking fund provisions or otherwise.

        "Parity Securities" means our perpetual capital instruments, preferred or preference shares or other securities issued directly or indirectly by us ranking pari passu with the Perpetual Subordinated Capital Securities as to rights to interest or dividend payments and participation in our assets in the event of liquidation.

        "Payment Default" has the meaning set forth under "Description of the Securities—Events of Default and Defaults—Subordinated Debt Securities".

        "Payment Event" has the meaning set forth under "Description of the Securities—Events of Default and Defaults—Subordinated Debt Securities".

        "Perpetual Subordinated Capital Securities" has the meaning set forth under "Description of the Securities—General".

        "Perpetual Subordinated Debt Securities" has the meaning set forth under "Description of the Securities—General".

        "Place of Payment" means the place or places where the principal of (and premium, if any, on) and interest and Deferred Interest, if any, on, and any Additional Amounts in respect of, the debt securities of a series are payable.

        "pounds sterling" or "£" or "pence" has the meaning set forth under "About This Prospectus".

        "Principal Subsidiary" means The Prudential Assurance Company Limited, subject as provided in "Description of the Securities—Senior Debt Securities—Negative Pledge".

        "registered form" has the meaning set forth under "Description of the Securities—Denominations, Registration and Transfer".

        "Registered Security" has the meaning set forth under "Description of the Securities—Denominations, Registration and Transfer".

        "Regular Record Date" means, for interest payable on any Interest Payment Date on debt securities of any series, the date, if any, we specify for that purpose.

        "Regulatory Capital Requirement" has the meaning set forth under "Description of the Securities—Payments on Debt Securities—Solvency Condition".

        "Regulatory Event" has the meaning set forth under "Description of the Securities—Redemption and Repurchase—Redemption of Perpetual Subordinated Capital Securities for Regulatory Reasons".

        "Relevant Date" has the meaning set forth under "Description of the Securities—Payment of Additional Amounts".

        "Relevant Indebtedness" has the meaning set forth under "Description of the Securities—Senior Debt Securities—Negative Pledge".

        "SEC" means the U.S. Securities and Exchange Commission.

        "Senior Debt Securities" has the meaning set forth under "Description of the Securities".

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        "Senior Creditor" has the meaning set forth under "Description of the Securities—Status of the Subordinated Debt Securities—General".

        "senior indenture" has the meaning set forth under "Description of the Securities".

        "Solvency Condition" has the meaning set forth under "Description of the Securities—Payments on Debt Securities—Solvency Condition".

        "Stated Maturity" when used with respect to any debt security or any installment of principal thereof (or premium, if any, thereon) or interest, if any, thereon, means the date, if any, specified in such security as the fixed date on which the principal of such security (or premium, if any, thereon) or such installment of principal (or premium, if any, thereon) or interest is due and payable, subject, in the case of Subordinated Debt Securities, to any deferral provided for in the subordinated indenture, a supplemental indenture or prospectus supplement.

        "Subordinated Debt Securities" has the meaning set forth under "Description of the Securities".

        "subordinated indenture" has the meaning set forth under "Description of the Securities".

        "Subsidiary" has the meaning set forth under "Description of the Securities—Senior Debt Securities—Negative Pledge".

        "Substitute Date" has the meaning set forth under "Description of the Securities—Judgment Currency".

        "Tax Event" has the meaning set forth under "Description of the Securities—Redemption and Repurchase—Redemption of Debt Securities for Tax Reasons".

        "United Kingdom" and "U.K." means The United Kingdom of Great Britain and Northern Ireland.

        "U.K. GAAP" has the meaning set forth under "About This Prospectus".

        "United States" and "U.S." means the United States of America (including the States and the District of Columbia), its territories, its possessions (which include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) and other areas subject to its jurisdiction.

        "U.S. dollars" or "$" has the meaning set forth under "About This Prospectus".

        "U.S. GAAP" has the meaning set forth under "About This Prospectus".

        "U.S. Government Obligations" has the meaning set forth under "Description of the Securities—Satisfaction and Discharge".

        "Yield to Maturity" when used with respect to any Discounted Security, means the yield to maturity, if any, set forth in such Discounted Security.

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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.

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Prudential Public Limited Company

Senior and Subordinated Debt Securities

Prospectus

          2003

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 8. Indemnification of Directors and Officers

        Article 218 of Prudential's articles of association provides:

        "Subject to the provisions of the Companies Acts but without prejudice to any indemnity to which a director may otherwise be entitled, every director or other officer and every employee of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to affairs of the Company".

        Article 166 of Prudential's articles of association provides:

        "Without prejudice to the provisions of Article 218, 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 director or indirect) or with which the Company or such holding company or subsidiary undertaking is or was in any way allied or associated;

                   (b) a trustee of any pension fund in which employees of the Company or any other body referred to in Article 166(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".

        The relevant provisions of the Companies Act 1985 are sections 310 and 727. Section 310 provides:

        "(1) This section applies to any provision, whether contained in a company's articles or in any contract with the company or otherwise, for exempting any officer of the company or any person (whether an officer or not) employed by the company as auditor from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company.

        (2) Except as provided by the following subsection, any such provision is void.

        (3) This section does not prevent a company;

        (a)   from purchasing and maintaining for any such officer or auditor insurance against any such liability, or

        (b)   from indemnifying any such officer or auditor against any liability incurred by him—

        (i) in defending any proceedings (whether civil or criminal) in which judgement is given in his favour or he is acquitted, or

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        (ii) in connection with any application under section 144(3) or (4) (acquisition of shares by innocent nominee) or section 727 (general power to grant relief in case of honest and reasonable conduct) in which relief is granted to him by the court.

        Section 727 provides:

        "(1) If in any proceedings for negligence, default, breach of duty or breach of trust against an officer of a company or 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 that officer or person is or may be liable in respect of the negligence, default, breach of duty or breach of trust, but that he has 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 for the negligence, default, breach of duty or breach of trust, that court may relieve him, either wholly or partly, from his liability on such terms at it thinks fit.

        (2) If any such officer or person as above-mentioned has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, breach of duty or breach of trust, he may apply to the court for relief; and the court on the application has the same power to relieve him as under this section it would have had if it had been a court before which proceedings against that person 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 or 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 in whole or in part from the jury and forthwith direct judgment to be entered for the defendant or defender on such terms as to costs or otherwise as the judge may think proper".

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Item 9. Exhibits

Number	Description
1	Form of Underwriting Agreement.
4.1	Form of Indenture relating to the senior debt securities (including form of senior debt securities).
4.2	Form of Indenture relating to the subordinated debt securities (including forms of subordinated debt securities).
5.1	Opinion of Cleary, Gottlieb, Steen & Hamilton, U.S. counsel to the Registrant.
5.2	Opinion of Slaughter & 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 (included in 5.1 above).
23.3	Consent of Slaughter & May (included in 5.2 above).
23.4	Consent of Slaughter & May.*
24	Powers of attorney (included in the signature pages contained herein).
25.1	Statement of Eligibility and Qualification of Wilmington Trust Company as Trustee on Form T-1 with respect to 4.1 above.*
25.2	Statement of Eligibility and Qualification of Citibank, N.A., as Trustee on Form T-1 with respect to 4.2 above.*

*

Previously filed.

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 and 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.

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

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Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the 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.

        (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 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 whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        (d)   The undersigned Registrant hereby undertakes that:

        (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this Registration Statement as of the time it was declared effective.

        (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Prudential plc 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 July 14, 2003.

PRUDENTIAL PLC
By:	/s/  JONATHAN BLOOMER
Name:	Jonathan Bloomer
Title:	Group Chief Executive

        Know all persons by these presents that each of the undersigned constitutes and appoints Jonathan Bloomer and Peter Maynard, jointly and severally, his or her true and lawful attorneys-in-fact and agents with full and several power of substitution, for and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

By:	/s/  DAVID CLEMENTI
Name:	David Clementi
Title:	Chairman, Non-Executive Director
By:	/s/  JONATHAN BLOOMER
Name:	Jonathan Bloomer
Title:	Group Chief Executive, Executive Director
By:	/s/  PHILIP BROADLEY
Name:	Philip Broadley
Title:	Group Finance Director, Executive Director
By:	/s/  CLARK MANNING
Name:	Clark Manning
Title:	President and Chief Executive Officer—Jackson National Life, Executive Director
By:	/s/  MICHAEL MCLINTOCK
Name:	Michael McLintock
Title:	Chief Executive—M&G, Executive Director
By:	/s/  MARK WOOD
Name:	Mark Wood
Title:	Chief Executive—U.K. and European Insurance Operations, Executive Director

By:	/s/  BART BECHT
Name:	Bart Becht
Title:	Non-Executive Director
By:	/s/  ANN BURDUS
Name:	Ann Burdus
Title:	Non-Executive Director
By:	/s/  ROB ROWLEY
Name:	Rob Rowley
Title:	Non-Executive Director
By:	/s/  SANDY STEWART
Name:	Sandy Stewart
Title:	Non-Executive Director
By:	/s/  ROBERTO MENDOZA
Name:	Roberto Mendoza
Title:	Non-Executive Director
By:	/s/  THOMAS MEYER
Name:	Thomas Meyer (on behalf of Jackson National Life Insurance Company)
Title:	Authorized Representative

EXHIBIT INDEX

Number	Description
1	Form of Underwriting Agreement.
4.1	Form of Indenture relating to the senior debt securities (including forms of dated debt securities).
4.2	Form of Indenture relating to the subordinated debt securities (including forms of subordinated debt securities).
5.1	Opinion of Cleary, Gottlieb, Steen & Hamilton, U.S. counsel to the Registrant.
5.2	Opinion of Slaughter & 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 (included in 5.1 above).
23.3	Consent of Slaughter & May (included in 5.2 above).
23.4	Consent of Slaughter & May.*
24	Powers of attorney (included in the signature pages herein).
25.1	Statement of Eligibility and Qualification of Wilmington Trust Company, as Trustee on Form T-1 with respect to 4.1 above.*
25.2	Statement of Eligibility and Qualification of Citibank, N.A., as Trustee on Form T-1 with respect to 4.2 above.*

*

Previously filed.

EX-1

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Exhibit 1

PRUDENTIAL PLC

Debt Securities

Underwriting Agreement

                        ,             

[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 "Securities") specified in Schedule II to such Pricing Agreement. The Securities relating to any particular Pricing Agreement are referred to herein 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 and 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.

        1.    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 of such Designated Securities, 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, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters and the principal amount of such Designated Securities 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, including whether they are convertible, at the option of the Company, into other securities of the Company. 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.

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        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 referred to below, as amended or supplemented.

        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 of Designated Securities 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 of Additional Designated Securities 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, "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 of Additional Designated Securities to be sold to each Underwriter shall be equal to the principal amount of Designated Securities which bears the same proportion to the aggregate principal amount of Additional Designated Securities being purchased as the principal amount of Designated Securities as set forth in the Pricing Agreement bears to the aggregate principal amount of Designated Securities (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. 33-103500) and related base prospectus for the registration of the Securities in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (the "1933 Act").

2

        The registration statement on Form F-3, as amended, if applicable, to the date on which it became effective prior to the date of this Agreement, and the base prospectus constituting a part thereof at such date (including in each case all documents, if any, incorporated by reference into such documents to such date) are hereinafter referred to as the "Registration Statement" and the "Prospectus", respectively, except that (i) if any revised base prospectus, or prospectus supplement, shall be provided to the Underwriters by the Company for use in connection with the offering of the Designated Securities which differs from the Prospectus (whether or not such revised prospectus is required to be filed by the Company pursuant to Rule 424(b) under the 1933 Act), the term "Prospectus" shall refer to such revised base prospectus or include such prospectus supplement, as the case may be, from and after the time such revised base prospectus or prospectus supplement is first provided to the Underwriters for such use and (ii) if the Company files any documents pursuant to Section 13, 14 or 15 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the "1934 Act"), after the Registration Statement becomes effective and prior to the termination of the offering of the Designated Securities by the Underwriters, which documents are deemed to be or, in the case of a Report on Form 6-K, are designated as being incorporated by reference into the Prospectus and Registration Statement pursuant to Form F-3 under the 1933 Act, the term "Prospectus" shall refer to said base prospectus as modified to include the documents so filed from and after the time said documents are filed with or furnished to the Commission.

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

        (a)   The Registration Statement has become effective; 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.

        (b)   (i) The 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 Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the 1933 Act, the Trust Indenture Act of 1939 and the applicable rules and regulations of the Commission thereunder, (iii) the 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the 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 Registration Statement or the Prospectus based upon information furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein.

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        (c)   The documents incorporated by reference in the Registration Statement pursuant to Item 6 of Form F-3 under the 1933 Act, at the time they were filed with the Commission, complied in all material respects with the requirements of the 1934 Act and, the Registration Statement, when it became effective, or at the time of filing of the latest Annual Report on Form 20-F, if later, complied in all material respects with the requirements of the 1933 Act and did not contain 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 were made, not misleading, and any further documents deemed to be or, in the case of a Report on Form 6-K, designated as being incorporated by reference in the Registration Statement after the date of this Agreement but prior to the termination of the offering of Designated Securities, will, when they are filed with or furnished to the Commission, comply in all material respects with the requirements of the 1934 Act, and, when read together with the other information included or incorporated in the Registration Statement, will not contain 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 were made, not misleading, and the Company has not distributed any offering material in connection with the offering or sale of the Securities other than the Registration Statement, the Base Prospectus, the Prospectus or any other materials, if any, permitted by the 1933 Act.

        (d)   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 independent public accountants as within the meaning of Rule 2-01 of Regulation S-X; the audited financial statements included in the Registration Statement and the Prospectus 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.

        (e)   Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus (and other than as disclosed in the Registration Statement and the Prospectus), 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").

        (f)    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 Prospectus 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 Egg Banking plc, Jackson National Life Insurance Company, M&G Investment Management Limited, Prudential Annuities Limited, The Prudential Assurance Company Limited, Prudential Assurance Company Singapore (Pte) Limited, Prudential Retirement Income Limited and Scottish Amicable Life plc (collectively, the "Significant Subsidiaries"); the Company owns directly or indirectly 79% of the outstanding common stock of Egg Banking plc and 100% of each of the other Significant Subsidiaries.

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        (g)   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 Prospectus 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(f) 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.

        (h)   The Company has the requisite corporate power and authority to execute and deliver this Agreement and this Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company enforceable in accordance with its terms.

        (i)    The Company has the requisite corporate power and authority to execute the Pricing Agreement and the Indentures, and the Pricing Agreement and the Indentures have been duly authorized, executed and delivered by the Company and, assuming the due authorization, execution and delivery of the Indentures by the trustee under such Indenture and the Pricing Agreement by the parties thereto, each of this Agreement, the Pricing Agreement and the Indentures 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.

        (j)    The Designated Securities have been duly authorized by the Company and, when executed, authenticated, issued and delivered against payment therefor as contemplated hereby and by the 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 Indenture, subject, as enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and general equity principles.

        (k)   The Indentures, as applicable, and the Designated Securities conform in all material respects to the descriptions thereof contained in the Prospectus.

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        (l)    The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement and the Pricing Agreement 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 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 or any other necessary approvals which have already been obtained.

        (m)  Other than as disclosed in the Registration Statement or in the Prospectus, 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 and the 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.

        (n)   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 or Prospectus, or prevent consummation of the transactions contemplated hereby, or that are required to be described in the Registration Statement or the Prospectus and are not so described or any statutes, regulations, contracts, leases or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required.

        (o)   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 Prospectus, will not be required to register as an "investment company" as such term is defined in the Investment Company Act of 1940, as amended.

        (p)   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 Prospectus, will not be a "passive foreign investment company" within the meaning of the United States Internal Revenue Code of 1986, as amended.

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        (q)   Other than as disclosed in the Registration Statement or in the Prospectus, 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 or the Prospectus, 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.

        (r)   Other than as disclosed in the Prospectus, 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.

        (s)   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.

        (t)    In relation to the Designated Securities:

        (i)    under current law and practice no United Kingdom capital gains, income, or other similar United Kingdom 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 and the Pricing Agreement, except for 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 carry on a business in the United Kingdom or, for accounting periods commencing on or after January 1, 2003, of persons having a permanent establishment in the United Kingdom (assuming that the changes contained in the Finance Bill published on June 17, 2003 concerning the taxation of non-U.K. resident companies are enacted in substantially similar form), with which business or permanent establishment the Designated Securities or the offering, issue or delivery of the Designated Securities are connected;

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        (ii)   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 and the Pricing Agreement; and

        (iii)  under current U.K. law and practice the payment of interest (including any Deferred Interest as defined in the terms and conditions of the Designated Securities) in respect of the Designated Securities issued under the Subordinated Indenture should not be treated as a "distribution" within the meaning of Section 209 of the Income and Corporation Taxes Act 1988 of the United Kingdom (as amended).

        (u)   The Financial Services Authority (the "FSA") has informally confirmed to the Company that, in accordance with section 148 of the Financial Services and Markets Act 2000 (the "FSMA"), Chapter 10 of the FSA's Interim Prudential Sourcebook for Insurers is modified in its application to the Insurance Subsidiaries so that, for the purposes of calculating the value of the surplus assets of the Company, the liability of the Company to repay the subordinated debt issued under the Capital Securities may be excluded or partly excluded (to the extent that the total subordinated debt and cumulative share capital issued by the Company and its insurance company subsidiaries does not exceed 50% of the notional group solvency requirement of the Company).

        3.    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 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 (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; 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 jurisdiction or the initiation or threatening of any proceeding for such purpose.

        (b)   To furnish to the Underwriters¹ conformed copies of the Registration Statement, 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 thereafter from time to time to furnish to the Underwriters as many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) as the Underwriters may reasonably request for the purposes contemplated by the 1933 Act.

        (c)   During the period when a prospectus relating to the Securities is required to be delivered, 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 Prospectus 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 and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to make every reasonable effort at all times to obtain the lifting or removal of such order as soon as possible.

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One copy for each Representative and one copy for counsel for the Underwriters.

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        (d)   During the period when a prospectus relating to the Securities is required to be delivered, to advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or Prospectus including by filing any documents that would be incorporated therein by reference and to file no such amendment or supplement 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 thereto becomes effective, (ii) when any document that should be incorporated by reference in the Registration Statement is filed with the Commission and (iii) if Rule 430A under the 1933 Act is used, when the Prospectus of 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).

        (e)   To advise the Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Securities is required to be delivered under the 1933 Act which would require the making of any change in the Prospectus then being used, or in the information incorporated therein by reference, so that the Prospectus 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 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 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 Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities.

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

        (h)   To furnish the Representatives and, upon request, 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 or the Company's website) (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 Prospectus in relation to the applicable Designated Securities and file such Prospectus pursuant to Rule 424(b) under the 1933 Act not later than the time required by Rule 424(b) following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities.

        (j)    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 (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    •    , 200            .

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        (k)   Prior to 30 days after the date of the Prospectus, 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.

        (l)    To apply the net proceeds from the sale of the Securities in the manner set forth under the caption "Use of Proceeds" in the Prospectus.

        (m)  To pay all costs, expenses, fees (other than fees and disbursements of counsel for the Underwriters except as set forth in Section 4 hereof) and, as regards the matters in (ii) below but not otherwise, taxes (as defined below for purposes of this Section 3(m)) payable in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto, 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 Securities, (iii) the producing, word processing and/or printing of this Agreement, the Pricing Agreement and any closing documents (including compilations thereof), the Indentures, 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 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 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) any filing for review of the public offering of the Securities by the NASD and (viii) the performance of the Company's other obligations hereunder.

        For the purpose of this Section 3(m), "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) whether of the U.K. or otherwise, and any penalty or interest payable in connection with any failure to pay or any delay in paying of the same in each case, which have been reasonably and properly incurred by the Underwriters but excluding taxes imposed on or calculated by reference to net income, profits or gains received or receivable.

        (n)   If specified in the Pricing Agreement, to use its reasonable efforts to cause the Securities to be listed on the New York Stock Exchange and the London Stock Exchange.

        (o)   That, without prior written consent of the Representative 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.

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        4.    Reimbursement of Underwriters' Expenses:    If the Securities are not delivered for any reason other than the termination of this Agreement pursuant to Section 6(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(m) hereof and relieve the Underwriters of their obligation to reimburse the Company under Section 3(m).

        5.    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 on the date hereof 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 is effective on or prior to the date hereof or, with the consent of the Representatives, at a later time and date, and at the Time of Delivery no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission. The Prospectus shall have been transmitted to the Commission for filing pursuant to Rule 424(b)(2) under the 1933 Act within the time period prescribed by Section 3(i) hereof, and prior to the Time of Delivery the Company shall have provided evidence satisfactory to the Representatives of such timely filing.

        (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, dated as of the Time of Delivery, or the additional Time of Delivery, as the case may be, of Cleary Gottlieb Steen & Hamilton, United States counsel for the Company, with respect to the matters set forth in Annex II 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 & May, English solicitors to the Company, with respect to the matters set forth in Annex III hereto, subject to modifications to which the Underwriters do not reasonably object.

        (3)   The opinion, dated as of the Time of Delivery or the additional Time of Delivery, as the case may be, of Sidley Austin Brown & Wood, United States counsel to the Underwriters, with respect to the matters set forth in Annex IV.

        (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 V.

        (5)   Letters dated, respectively, as of the date of this Agreement and the Time of Delivery and additional Time of Delivery, as the case may be, from KPMG Audit Plc and addressed to the Underwriters (with reproduced copies for each of the other Underwriters) in form and substance satisfactory to the Underwriters, 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 Prospectus.

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        (c)   The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the 1933 Act not later than 5:00 P.M., New York City time, on the second full business day after the date of this Agreement or any Pricing Agreement; provided, however, that the Company and the Representatives may from time to time agree on a later date.

        (d)   At the Time of Delivery or the additional Time of Delivery (if specified in the Pricing Agreement), as the case may be, (i) the Registration Statement and all amendments thereto, or modifications thereof, if any, shall not 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 Prospectus and all amendments or supplements thereto, or modifications thereof, if any, 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.

        (e)   Between the time of execution of this Agreement 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.

        (f)    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, 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 5 have been met.

        (g)   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 Prospectus 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.

        (h)   If specified in the Pricing Agreement, the Designated Securities shall have been approved for listing on each of the New York Stock Exchange and the London 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.

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

        6.    Effective Date of Agreement; Termination:

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

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        (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 6, 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(m), 4 and 7 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 7 hereof) or to one another hereunder.

        (e)   Subject to Sections 5 and 6 hereof, if any Underwriter shall default in its obligation to take up and pay for the Designated Securities to be purchased by it under the Pricing Agreement (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 6(b) hereof) and if the aggregate principal amount of Designated 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 principal 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 principal amount of Designated Securities agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Designated 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 Designated Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Designated Securities set opposite the names of such non-defaulting Underwriters in the Pricing Agreement.

        If a new Underwriter or Underwriters 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 Registration Statement and Prospectus and other documents may be effected.

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        The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 6(e) with like effect as if such substituted Underwriter had originally been named in the Pricing Agreement.

        If the aggregate principal amount of Designated Securities which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total principal 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 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.

        7.    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 in the Registration Statement as amended by any post-effective amendment thereof by the Company) or in a Prospectus (the term "Prospectus" for the purpose of this Section 7 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus 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 Prospectus 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 you to the Company expressly for use with reference to such Underwriter in such Registration Statement or such Prospectus 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 Prospectus or necessary to make such information not misleading.

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        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 you to the Company expressly for use with reference to such Underwriter in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Company) or in a Prospectus, 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 such Prospectus or necessary to make such information not misleading.

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        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.

16

        (c)   If the indemnification provided for in this Section 7 is unavailable to an indemnified party under subsections (a) and (b) of this Section 7 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 and commissions but before deducting expenses) received by the Company bear to the underwriting discounts 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 7 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 7, 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 7 are several in proportion to their respective underwriting commitments and not joint.

        (e)   The indemnity and contribution agreements contained in this Section 7 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 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.

        8.    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.

17

        (c)   Each Underwriter severally represents and agrees that (i) 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 prior to admission of such Designated Securities to listing in accordance with Part VI of the FSMA 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 otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended, or the FSMA; (ii) 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 (iii) 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)   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.

        9.    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: Andrew Crossley.

        10.    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.

        11.    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 Citigroup or UBS Warburg or any indemnified party. Each of Citigroup, UBS Warburg 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.

18

        12.    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 7 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.

        13.    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 7 hereof.

        14.    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.

19

        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:	CITIGROUP GLOBAL MARKETS INC.
By:
	Name: Title:
By:
	Name: Title:
By:	UBS WARBURG LLC
By:
	Name: Title:
By:
	Name: Title:

20

ANNEX I

Pricing Agreement

[Names of Representative(s)]
As Representatives of the several
Underwriters names in Schedule I hereto,
c/o

                            ,             

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 Prospectus as amended or supplemented relating to the Designated Securities, and the Additional Designated Securities, as the case may be, which are the subject of this Pricing Agreement. 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 11 of the Underwriting Agreement and the address of the Representatives referred to in such Section 11 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 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(m) of the Underwriting Agreement, except as set forth in Section 4 of such Underwriting Agreement.

21

        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

22

SCHEDULE I

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

23

SCHEDULE II

Title of Designated Securities:

[ %] [Floating Rate] [Zero Coupon] [Notes]
[Debentures] due,

Aggregate principal amount:

[$]

Issue Price:

[    % of the principal amount of the Designated Securities]

Price to Public:

[The Issue Price of the Designated Securities plus accrued interest[, if any,] from            to    ]

Purchase Price to Underwriters:

The purchase price to be paid by the Underwriters for the Designated Securities will be the Price to Public

Commissions:

[The Company shall pay to the Underwriters a commission in respect of underwriting services of [    ]% of the principal amount of the Designated Securities. The Underwriters shall be entitled to deduct the amount of such commission from the Purchase Price to Underwriters at settlement and the Underwriters shall pay to the Company the Net Proceeds.]

Net Proceeds:

[Purchase Price to Underwriters less the Commissions]

Form of Designated Securities:

[Definitive form, to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery at the office of [The Depository Trust Company or its designated custodian] [the Representatives]]

[Book-entry only form represented by one or more global securities deposited with The Depository Trust Company ("DTC") or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC.]

Specified funds for payment of Net Proceeds:

[New York] Clearing House (same day) funds

Time of Delivery:

a.m. (New York City time),            , 20

Indenture:

Indenture dated            , 20 , between the Company and            , as Trustee

24

Maturity:

Interest/Dividend Rate:

[ %] [Zero Coupon] [See Floating Rate Provisions]

Interest/Dividend Payment Dates:

[months and dates, commencing....................., 20..]

Redemption Provisions:

[No provisions for redemption]

[The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the Company, in the amount of [$             ] or an integral multiple thereof,

[on or after    ,    at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before            ,     %, and if] redeemed during the 12-month period beginning            ,

Year Redemption Price

and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.]

[on any interest payment date falling on or after            ,            , at the election of the Company, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.]]

[Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for changes in tax law]

[Restriction on refunding]

Sinking Fund Provisions:

[No sinking fund provisions]
[The Designated Securities are entitled to the benefit of a sinking fund to retire [$    ] principal amount of Designated Securities on             in each of the years    through            at 100% of their principal amount plus accrued interest[, together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$    ] principal amount of Designated Securities in the years            through            at 100% of their principal amount plus accrued interest.]

[If Designated Securities are extendable debt securities, insert—

Extendable provisions:

Designated Securities are repayable on            ,            [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be    %, and thereafter the annual interest rate will be adjusted on            ,             and            to a rate not less than     % of the effective annual interest rate on U.S. Treasury obligations with            -year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].]

[If Designated Securities are floating rate debt securities, insert—

25

Floating rate provisions:

Initial annual interest rate will be    % through            [and thereafter will be adjusted [monthly] [on each            ,             ,            and    ] [to an annual rate of    % above the average rate for    -year [month][securities][certificates of deposit] issued by

    and            [insert names of banks].] [and the annual interest rate [thereafter] [from             through            ] will be the interest yield equivalent of the weekly average per annum market discount rate for            -month Treasury bills plus             % of Interest Differential (the excess, if any, of (i) the then current weekly average per annum secondary market yield for            -month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for            -month Treasury bills); [from    and thereafter the rate will be the then current interest yield equivalent plus % of Interest Differential].]

Defeasance provisions:

Conversion price:

Closing location for delivery of Designated Securities:

Additional Closing Conditions:

Section 5 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]:

26

ANNEX II

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

        (i)    assuming the Senior Debt Indenture 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, each of the Senior Debt Indenture and the Subordinated Debt Indenture is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general principles of equity;

        (ii)   assuming the due authorization by the Company, the Securities, when executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters, will be legal, valid and binding obligations of the Company, enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and general principles of equity;

        (iii)  the Securities and the Indenture conform in all material respects to the descriptions thereof contained in the Registration Statement and Prospectus;

        (iv)  the Registration Statement and the Prospectus (except as to the financial statements and schedules and other financial data contained or incorporated by reference therein and the Trustee's Statement of Eligibility and Qualification on Form T-1, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the 1933 Act and the Trust Indenture Act;

        (v)   the Registration Statement has become effective under the 1933 Act and, to the best of such counsel's knowledge, no stop order proceedings with respect thereto are pending or threatened under the 1933 Act; and any required filing of the Prospectus and any supplement thereto pursuant to Rule 424 under the 1933 Act has been made in the manner and within the time period required by such Rule 424;

        (vi)  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 issue or sale of the Securities by the Company as contemplated hereby other than registration of the Securities under the 1933 Act and qualification of the Indenture under the Trust Indenture Act (except such counsel need express no opinion as to any necessary qualification under the state securities or Blue Sky laws of the various jurisdictions in which the Securities are being offered by the Underwriters);

        (vii) the statements in the Registration Statement under "Taxation—U.S. Federal Income Taxation", insofar as such statements constitute a general summary of current U.S. law, fairly summarize the matters referred to therein;

        (viii) to the best of such counsel's knowledge, there are no contracts, licenses, agreements, leases or documents of a character which are required to be filed as exhibits to the Registration Statement or to be summarized or described in the Prospectus which have not been so filed, summarized or described;

        (ix)  to the best of such counsel's knowledge, there are no actions, suits, claims, investigations or proceedings pending or threatened or contemplated to which the Company or any of its Subsidiaries is subject or of which any of their respective properties is subject at law or in equity or before or, by any Federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency which are required to be described in the Prospectus but are not so described;

27

        (x)   the documents incorporated by reference in the Registration Statement and Prospectus, when they were filed (or, if an amendment with respect to any such document was filed, when such amendment was filed) with the Commission, complied as to form in all material respects with the 1933 Act or 1934 Act (except as to the financial statements and schedules and other financial and statistical data contained or incorporated by reference therein, as to which such counsel need express no opinion);

        (xi)  the Indenture has been duly qualified under the Trust Indenture Act;

        (xii) the Company will not, upon consummation of the transactions contemplated by this Agreement, be an "investment company," or a "promoter" or "principal underwriter" for, a "registered investment company," as such terms are defined in the Investment Company Act of 1940, as amended;

        (xiii)     such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants of the Company and representatives of the Underwriters at which the contents of the Registration Statement and Prospectus were discussed, and although such counsel is not passing upon and does not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or Prospectus (except as and to the extent stated in subparagraph (iii) above), on the basis of the foregoing nothing has come to the attention of such counsel that causes it to believe that the Registration Statement or any amendment thereto at the time such Registration Statement or amendment 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 Prospectus or any supplement thereto at the date of such Prospectus or such supplement, and at all times up to and including the Time of Delivery or additional Time of Delivery, as the case may be, 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, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial data included in the Registration Statement or Prospectus or with respect to the Trustee's Statement of Eligibility and Qualification on Form T-1).

28

ANNEX III

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

        (i)    the Company is duly incorporated and existing under the laws of England and, as at the date of this opinion, has the corporate power and authority necessary to conduct the businesses in which it is engaged as expressly described in the Form 20-F (under the heading "Business of Prudential—Overview") which is incorporated by reference in the Registration Statement;

        (ii)   Prudential Assurance has been duly incorporated and is existing under the laws of England and, as at the date of this opinion, has the corporate power and authority necessary to conduct the businesses in which it is engaged as expressly described in the Form 20-F (under the heading "Business of Prudential—Significant Subsidiaries") which is incorporated by reference in the Registration Statement;

        (iii)  this Agreement, the Pricing Agreement and the Indenture have been duly authorized, executed and delivered by the Company;

        (iv)  it is not necessary, either to ensure the validity of the Securities, the Issue Documents or any of them or to ensure compliance by the Underwriters with mandatory provisions of English law, to obtain any authorization, approval, consent, order or permission of, or to effect any further filing, recording or registration with, any public authority or governmental agency in England or Wales in respect of the execution, delivery or performance of the Issue Documents or the execution, issue, delivery or performance of the Securities;

        (v)   the issue of the Securities by the Company has been duly authorized by the Company and the Securities constitute legal, valid and binding obligations of the Company. As a result, these obligations would be enforceable in proceedings before the English courts;

        (vi)  the validity of the choice of law provisions and the extent to which an English court will apply a chosen foreign law are governed by the Contracts (Applicable Law) Act 1990. Under the current practice of the English courts, the choice of the laws of the State of New York as the governing law of the Issue Documents and the Securities is a valid choice of governing law. If an English court assumes jurisdiction, it would not apply New York law if New York law was not pleaded and proved. An English court would not apply New York law if to do so would be contrary to English public policy or mandatory rules of English law;

        (vii) any final and conclusive judgment for a definite sum of money obtained in the courts of the State of New York in any suit, action or proceeding arising out of or in connection with the obligations of the Company under the Issue Documents or the Securities will be recognized in England, provided that:

(a)

the judgment was not obtained by fraud;



(b)

the enforcement of the judgment would not be contrary to English public policy;



(c)

the judgment is not of a public nature;



(d)

the judgment was not obtained in proceedings which were brought in breach of Section 32 of the Civil Jurisdiction and Judgments Act 1982;



(e)

the judgment was not obtained in proceedings contrary to natural justice;



(f)

the judgment is not inconsistent with an English judgment in respect of the same matter;

29

(g)

the judgment is not for multiple damages (as defined by the Protection of Trading Interests Act 1980);



(h)

enforcement proceedings are instituted within six years after the date of the judgment; and



(i)

the foreign court had jurisdiction according to the English rules on private international law.

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

        (viii) the execution and performance by the Company of the Issue Documents will not: (a) contravene or result in a breach of the Company's Memorandum and Articles of Association; or (b) conflict with mandatory provisions of English law applicable to the Company;

        (ix)  the statements in the Prospectus under the heading "Certain Terms of the Capital Securities—Subordination", insofar as such statements constitute a general summary of current English law, fairly summarize the matters referred to therein;

        (x)   the statements in the Prospectus Supplement under the heading "U.K. Taxation", insofar as such statements constitute a general summary of both current United Kingdom tax law and United Kingdom Inland Revenue practice relevant to the issue of the Securities, fairly summarize the matters referred to therein (subject to the limitations set out therein);

        (xi)  (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 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 carry on a business in the United Kingdom or, for accounting periods commencing on or after January 1, 2003, of persons having a permanent establishment in the United Kingdom (assuming that the changes contained in the Finance Bill published on June 17, 2003 concerning the taxation of non-U.K. resident companies are enacted in substantially similar form) with which business or permanent establishment the Securities or the offering, issue or delivery of the Securities are connected; (b) 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 Securities to or for the respective accounts of the Underwriters pursuant to the Underwriting Agreement and the Pricing Agreement; and (c) under current U.K. law and practice the payment of interest (including any Deferred Interest as defined in the terms and conditions of the Securities) in respect of the Securities issued under the Subordinated Indenture should not be treated as a "distribution" within the meaning of Section 209 of the Income and Corporation Taxes Act 1988 of the United Kingdom (as amended).

30

        (xii) payments of interest in respect of the Securities may be made without withholding taxes or duties in the United Kingdom provided that the Securities are listed (for the purposes of Section 349 of the Income and Corporate Taxes Act 1988) on a "recognized stock exchange" within section 841 of the Income and Corporation Taxes Act 1988 at the time of the payment; each of the New York Stock Exchange and the London Stock Exchange is a "recognized stock exchange" within the meaning of section 841 of the Income and Corporate Taxes Act 1988. The interest on the 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 Securities will generally not be chargeable to United Kingdom tax by direct assessment unless the holder of the Securities who is entitled to the interest either (a) is resident in the United Kingdom in the relevant tax year, (b) has a "UK representative" (for the purposes of Section 126 and Schedule 23 of the Finance Act 1995) in relation to the interest, or (c) has a U.K. permanent establishment in relation to the interest (assuming that the charges contained in the Finance Bill published on June 17, 2003 concerning the taxation of non-U.K. resident companies are enacted in substantially similar form). If a holder of Securities is chargeable to tax in the United Kingdom under the above rules, an exemption from or a reduction of the tax payable on the interest might be available in appropriate circumstances under the provisions of an applicable double taxation convention;

        (xiii)     each holder of a Security and any Underwriter, is (if and when a cause of action arises) entitled to sue as a claimant in the English courts for the enforcement of its rights against the Company; and, except as set out below, such entitlement will not be subject to any conditions which are not applicable to residents of England or Wales or a company incorporated in any part of England or Wales; but (A) if the claimant is resident outside the European Union, an English court has power to stay an action where it is shown that it can, without injustice to the claimant, be tried in a more convenient forum; and (B) under the rules of procedure applicable, such a court may, at its discretion, order a claimant in an action, being a party who is not ordinarily resident in England and Wales nor a party against whom a claim can be enforced under the Brussels Convention or Lugano Convention, to provide security for costs; and (C) an English court would refuse to permit any action to be taken by a person who is (i) not a natural person and (ii) incorporated either (a) pursuant to laws made by an authority not recognised by H.M. Government as being the de jure government of the territory over which such authority claims legislative power (unless regarded pursuant to the Foreign Corporations Act 1991 as having legal personality as a body corporate under English law) or (b) pursuant to international treaties, conventions and similar agreements to which H.M. Government is not a party and in respect of which no statutory provision has been made in the United Kingdom. Under the Foreign Corporations Act 1991, where a body purports to have corporate status under the laws of a territory which is not recognised by H.M. Government as a State, and the question arises at any time whether such body should be regarded as having legal personality as a body corporate under English law, then that question is determined (and account is taken of those laws) as if such territory were so recognised if it appears that the laws of that territory are at that time applied by a settled court system in that territory; and

        (xiv) no ad valorem stamp duty, capital duty, registration or other issue or documentary taxes are payable in Great Britain on the creation, issue or delivery by the Company of the Securities, the execution and delivery of the Underwriting Agreement, the Indenture or the Pricing Agreement or the consummation of the transactions expressly contemplated hereby or thereby by the parties.

31

ANNEX IV

FORM OF OPINION OF SIDLEY AUSTIN BROWN & WOOD,
UNITED STATES COUNSEL TO THE UNDERWRITERS

        (i)    the Senior Debt Indenture 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, each of the Senior Debt Indenture and the Subordinated Debt Indenture is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar;

        (ii)   the Securities and the Indenture conform in all material respects to the descriptions thereof contained in the Registration Statement and Prospectus;

        (iii)  the Registration Statement and the Prospectus (except as to the financial statements and schedules and other financial data contained or incorporated by reference therein and the Trustee's Statement of Eligibility and Qualification on Form T1, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the 1933 Act and the Trust Indenture Act;

        (iv)  the Indenture has been duly qualified under the Trust Indenture Act;

        (v)   we have participated in conferences with officers and other representatives of the Company, counsel for the Company, representatives of the independent public accountants of the Company and representatives of the Underwriters at which the contents of the Registration Statement and Prospectus and related matters were discussed, and although we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except as to the matters referred to under (ii) above, on the basis of the foregoing (relying as to materiality to a large extent upon the opinion of officers and other representatives of the Company), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement or any amendment thereto at the time such Registration Statement or amendment 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 Prospectus as of its date or any supplement thereto as of its date 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, in light of the circumstances under which they were made, not misleading (it being understood that we express no comment with respect to the financial statements and schedules and other financial data included in the Registration Statement or Prospectus or with respect to the Trustee's Statement of Eligibility and Qualification on Form T-1).

32

ANNEX V

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. We have on [business day prior to closing] made a search at the Companies Registry for England and Wales which revealed no order or resolution for the winding up 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. 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 for England and Wales immediately. We have also on [business day prior to closing] made an enquiry of the English Companies Court which has informed us that it has on its central index no record of the presentation of any winding up petition in respect of the Company. We are assuming that there has been no change in this position since the date on which the searches were made;

        (ii)   the Underwriting Agreement, the Pricing Agreement and the Indenture have been duly authorised, executed and, where applicable, delivered by the Company and, there is no reason so far as English law is concerned why, to the obligations assumed by the Company under the same should not constitute legal, valid, binding and enforceable obligations of the Company.

        As used in this opinion, the term "enforceable" means that each obligation or document is of a type and form enforced by the English courts. It is not certain, however, that each obligation or document will be enforced in accordance with its terms in every circumstance, enforcement being subject to, inter alia, the nature of the remedies available in the English courts, the acceptance by such courts of jurisdiction, the power of such courts to stay proceedings, the provisions of the Limitation Act 1980 and other principles of law and equity of general application and all limitations resulting from the laws of bankruptcy, insolvency, liquidation or other laws affecting generally the enforcement of creditors' rights;

        (iii)  the issue of the Securities has been duly authorized in accordance with the laws of England of general application and the Memorandum and Articles of Association of the Company. There is no reason so far as English law is concerned why the Global Security should not be, valid evidence of enforceable obligations of the Company;

(iv)	(a)	the statements made in the Prospectus Supplement under the caption "Certain U.S. Federal and U.K. Tax Consequences", insofar as such statements relate to United Kingdom tax matters currently applicable to U.S. holders set out under and subject to the limitations described in such caption, accurately summarizes the material United Kingdom tax consequences to such US holders of, and the Inland Revenue practices relating to holding the Securities; provided however 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;
	(b)	no ad valorem stamp duty, capital duty, registration or other issue or documentary taxes are payable in the United Kingdom on the creation, issue or delivery by the Company of the Securities, the execution and delivery of the Underwriting Agreement, the Indenture or the Pricing Agreement or the consummation of the transactions contemplated hereby or thereby;

33

	(c)	no United Kingdom value added tax will be payable by the Underwriters in respect of their underwriting commissions under the Underwriting Agreement;
	(d)	payments of interest in respect of the Securities may be made without withholding taxes or duties in the United Kingdom provided that the Securities are listed on a "recognized stock exchange" within section 841 of the Income and Corporation Taxes Act 1988 at the time of the payment; each of the New York Stock Exchange and the London Stock Exchange is a "recognized stock exchange" within the meaning of section 841 of the Income and Corporate Taxes Act 1988;
(v)	(a)	the Listing Particulars are required by the FSMA to contain all such information as investors and their professional advisers would reasonably require, and reasonably expect to find there, for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the issuer of the securities and of the rights attaching to the securities;
	(b)	the FSMA requires that the UK Listing Authority may not grant an application for listing unless satisfied, inter alia, that the requirements of its listing rules and any other requirements imposed by it are complied with;
	(c)	we express no opinion as to whether the Listing Particulars contain all the information required by the FSMA or complies with the listing rules of the UK Listing Authority or other requirements. However, the UK Listing Authority has approved the Listing Particulars as listing particulars under the FSMA, subject to section 81 of the FSMA, and, by virtue of section 76(7) of the FSMA, if securities are admitted to the Official List their admission may not be called in question on the ground that any requirement or condition for their admission has not been complied with;

        (vi)  no document will be required to be approved and published as a prospectus pursuant to section 84 of the FSMA, provided that, prior to their admission to the Official List, the Securities are only offered in circumstances which do not constitute an offer to the public in the United Kingdom as determined in accordance with Schedule 11 to the FSMA. There will be no offer to the public in the United Kingdom for these purposes if the Securities are offered only 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 if another condition (or, where permitted, combination of conditions) set out in Schedule 11 to the FSMA is satisfied;

        (vii) 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;

34

        (viii) section 21 of the FSMA contains a prohibition on the communication in the course of business by any person other than an authorised person under the FSMA of an invitation or inducement to engage in investment activity, subject to certain exceptions, and contravention of such prohibition in connection with the issue of the Securities could involve, inter alia, certain agreements relating to the issue being unenforceable. This prohibition does not apply to any non-real time communication (including the Offering Document) which is included in listing particulars or any other document which is required or permitted to be published by listing rules under Part VI of the FSMA. This prohibition does not apply to any non-real time communication (including the Listing Particulars) which is required or permitted to be communicated by the rules of the London Stock Exchange. In addition, no other document issued by the Company relating to the Securities, including the Offering Document, will be subject to such prohibition if the requirements of Articles 12, 19 and/or 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001, as amended, or any other relevant Article (or, where permitted, combination of relevant Articles) of that Order are complied with. We express no opinion on the compliance or otherwise of any of the Underwriters with the Financial Promotion Rules made under section 145 of the FSMA;

        (ix)  subject to paragraph (vi), 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 except:

(a)

for the approval of the Listing Particulars by the UK Listing Authority, which we understand has been obtained;



(b)

for the delivery of the Listing Particulars to the Registrar of Companies in accordance with section 83 of the FSMA, which we understand has been done;



(c)

for the submission to the UK Listing Authority and to the London Stock Exchange of all documents required to be submitted to either entity;



(d)

as may be required by any authorised person under any rules or regulations under the FSMA which are applicable to it;



(e)

that any person in the United Kingdom (including a United Kingdom based paying agent) who pays interest to an individual may be required by the Inland Revenue to provide certain information (which may include the name and address of the beneficial owner of the interest) to the Inland Revenue; and



(f)

that any person in the United Kingdom (including any United Kingdom based paying agent) who pays amounts payable on redemption of the Securities to an individual may be required by the Inland Revenue to provide certain information (which may include the name and address of the beneficial owner of the amount payable on redemption) to the Inland Revenue, although Inland Revenue published practice indicates that the Inland Revenue will not exercise its power to require this information where such amounts are paid on or before 5th April, 2003.

        Nothing in this opinion shall be taken as implying that an English court would exercise jurisdiction in any proceedings relating to the Underwriting Agreement, the Subordinated Debt Indenture or the Securities or accordingly that any remedy would be available in England for the enforcement of obligations arising under the Underwriting Agreement, the Subordinated Debt Indenture or the Securities. However, it is our opinion that, if an English court were to accept jurisdiction, it would recognise the validity of the choice of the laws of New York as the governing law of the Underwriting Agreement, the Subordinated Debt Indenture or the Securities.

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QuickLinks

Exhibit 1

PRUDENTIAL PLC Debt Securities Underwriting Agreement

ANNEX I

Pricing Agreement

SCHEDULE I

SCHEDULE II

ANNEX II

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

ANNEX III

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

ANNEX IV

FORM OF OPINION OF SIDLEY AUSTIN BROWN & WOOD, UNITED STATES COUNSEL TO THE UNDERWRITERS

ANNEX V

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

EX-4.1

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Exhibit 4.1

PRUDENTIAL public limited company
Issuer

and

Wilmington Trust Company
Senior Trustee

SENIOR INDENTURE

Dated as of [    •    ], 2003

Senior Debt Securities

SIDLEY AUSTIN BROWN & WOOD
7 PRINCES STREET
LONDON EC2R 8AQ
TELEPHONE 020 7778 1800
FACSIMILE 020 7796 1807
REF:

PRUDENTIAL plc

        Reconciliation and tie showing the location in this Senior Indenture of the provisions inserted pursuant to Sections 310 to 318(a), inclusive, of the Trust Indenture Act of 1939.

Trust Indenture Act, Section		Senior Indenture Section
s310	(a)(1)	6.09
	(a)(2)	6.09
	(a)(3)	Not applicable
	(a)(4)	Not applicable
	(a)(5)	6.09
	(b)	6.08 and 6.10
	(c)	Not applicable
s311	(a)	6.13
	(b)	6.13
	(c)	Not applicable
s312	(a)	7.01 and 7.02(a)
	(b)	7.02(b)
	(c)	7.02(c)
s313	(a)	7.03(a)
	(b)	7.03(a)
	(c)	7.03(a)
	(d)	7.03(b)
s314	(a)	7.04 and 10.04
	(b)	Not applicable
	(c)	1.02
	(c)(1)	1.02
	(c)(2)	1.02
	(c)(3)	1.01
	(d)	Not applicable
	(e)	1.02
s315	(a)	6.01(a)
	(b)	6.02 and 7.03(a)
	(c)	6.01(b)
	(d)	6.01(c)
	(d)(1)	6.01(c)(1)
	(d)(2)	6.01(c)(2)
	(d)(3)	6.01(c)(3)
	(e)	5.14
s316	(a)(1)(A)	5.02 and 5.12
	(a)(1)(B)	5.13
	(a)(2)	Not applicable
	(b)	5.07
	(c)	1.04(a)
s317	(a)(1)	5.03
	(a)(2)	5.04
	(b)	10.03
s318	(a)	1.07

        NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be part of this Senior Indenture.

i

TABLE OF CONTENTS

	Page
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 1.01. Definitions	1
SECTION 1.02. Compliance Certificates and Opinions	8
SECTION 1.03. Form of Documents Delivered to Senior Trustee	8
SECTION 1.04. Acts of Holders; Communication by Holders with Other Holders	9
SECTION 1.05. Notices, Etc., to Senior Trustee or Issuer	10
SECTION 1.06. Notice to Holders; Waiver	10
SECTION 1.07. Conflict with Trust Indenture Act	11
SECTION 1.08. Effect of Headings and Table of Contents	11
SECTION 1.09. Successors and Assigns	11
SECTION 1.10. Separability Clause	11
SECTION 1.11. Benefits of Senior Indenture	11
SECTION 1.12. Governing Law	11
SECTION 1.13. Non-Business Day	12
SECTION 1.14. Immunity of Incorporators, Stockholders, Officers and Directors	12
SECTION 1.15. Certain Matters Relating to Currencies	12
SECTION 1.16. Language of Notices, Etc.	12
SECTION 1.17. Appointment of Agent for Service	13
SECTION 1.18. Rules by the Senior Trustee and Agents	13
SECTION 1.19. Successors; No Recourse Against Others	14
SECTION 1.20. Duplicate Originals	14
ARTICLE TWO SECURITY FORMS
SECTION 2.01. Forms of Securities	14
SECTION 2.02. Form of Senior Trustee's Certificate of Authentication	14
SECTION 2.03. Securities in Global Form	15
ARTICLE THREE THE SECURITIES
SECTION 3.01. Title; Payment and Terms	15
SECTION 3.02. Denominations and Currencies	18
SECTION 3.03. Execution, Authentication, Delivery and Dating	18
SECTION 3.04. Temporary Securities and Exchange of Securities	20

ii

SECTION 3.05. Registration, Registration of Transfer and Exchange	20
SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities	22
SECTION 3.07. Payment of Interest; Interest Rights Preserved	23
SECTION 3.08. Persons Deemed Owners	24
SECTION 3.09. Cancellation	24
SECTION 3.10. Computation of Interest	24
SECTION 3.11. Currency and Manner of Payments in Respect of Securities	25
SECTION 3.12. Currency Determination Agent	28
SECTION 3.13. CUSIP or ISIN Numbers	29
SECTION 3.14. Authenticating Agents	29
ARTICLE FOUR SATISFACTION AND DISCHARGE
SECTION 4.01. Satisfaction and Discharge of Securities of any Series	30
SECTION 4.02. Application of Trust Money	32
SECTION 4.03. Satisfaction and Discharge of Senior Indenture	33
SECTION 4.04. Reinstatement	33
ARTICLE FIVE REMEDIES
SECTION 5.01. Events of Default	33
SECTION 5.02. Acceleration of Maturity; Rescission and Annulment	35
SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by Senior Trustee	36
SECTION 5.04. Senior Trustee May File Proofs of Claim	36
SECTION 5.05. Senior Trustee May Enforce Claims Without Possession of Securities	37
SECTION 5.06. Application of Money Collected	37
SECTION 5.07. Limitation on Suits	38
SECTION 5.08. Unconditional Right of Holders to Receive Principal (and Premium, if any) and Interest, if any	38
SECTION 5.09. Restoration of Rights and Remedies	38
SECTION 5.10. Rights and Remedies Cumulative	39
SECTION 5.11. Delay or Omission Not Waiver	39
SECTION 5.12. Control by Holders	39
SECTION 5.13. Waiver of Past Defaults	39
SECTION 5.14. Undertaking for Costs	40
SECTION 5.15. Waiver of Stay or Extension Laws	40

iii

SECTION 5.16. Judgment Currency	40
ARTICLE SIX THE SENIOR TRUSTEE
SECTION 6.01. Certain Duties and Responsibilities	41
SECTION 6.02. Notice of Default	42
SECTION 6.03. Certain Rights of Senior Trustee	42
SECTION 6.04. Not Responsible for Recitals or Issuance of Securities	43
SECTION 6.05. May Hold Securities	43
SECTION 6.06. Money Held in Trust	43
SECTION 6.07. Compensation and Reimbursement	44
SECTION 6.08. Disqualification; Conflicting Interests	44
SECTION 6.09. Corporate Senior Trustee Required; Different Senior Trustees for Different Series; Eligibility	45
SECTION 6.10. Resignation and Removal; Appointment of Successor	45
SECTION 6.11. Acceptance of Appointment by Successor	47
SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business	48
SECTION 6.13. Preferential Collection of Claims Against the Issuer	49
ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY SENIOR TRUSTEE AND ISSUER
SECTION 7.01. Issuer to Furnish Senior Trustee Names and Addresses of Holders	49
SECTION 7.02. Preservation of Information; Communications to Holders	49
SECTION 7.03. Reports by Senior Trustee	50
SECTION 7.04. Reports by Issuer	51
ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
SECTION 8.01. Issuer May Consolidate, Etc., Only on Certain Terms	51
SECTION 8.02. Successor Corporation Substituted	52
ARTICLE NINE SUPPLEMENTAL INDENTURES
SECTION 9.01. Supplemental Senior Indentures Without Consent of Holders	52
SECTION 9.02. Supplemental Senior Indentures With Consent of Holders	54
SECTION 9.03. Execution of Supplemental Senior Indentures	55
SECTION 9.04. Effect of Supplemental Senior Indentures	55
SECTION 9.05. Conformity With Trust Indenture Act	55
SECTION 9.06. Reference in Securities to Supplemental Senior Indentures	55

iv

ARTICLE TEN COVENANTS
SECTION 10.01. Payment of Principal (and Premium, if any) and Interest, if any	55
SECTION 10.02. Maintenance of Office or Agency	56
SECTION 10.03. Money for Securities Payments to Be Held in Trust	56
SECTION 10.04. Statements as to Compliance	57
SECTION 10.05. Corporate Existence	58
SECTION 10.06. Negative Pledge	58
SECTION 10.07. Waiver of Certain Covenants	58
SECTION 10.08. Payment of Additional Amounts	59
SECTION 10.09. Calculation of Original Issue Discount	61
ARTICLE ELEVEN REDEMPTION OF SECURITIES
SECTION 11.01. Applicability of This Article	61
SECTION 11.02. Election to Redeem; Notice to Senior Trustee	61
SECTION 11.03. Selection of Securities to Be Redeemed	61
SECTION 11.04. Notice of Redemption	62
SECTION 11.05. Deposit of Redemption Price	62
SECTION 11.06. Securities Payable on Redemption Date	63
SECTION 11.07. Securities Redeemed in Part	63
SECTION 11.08. Tax Redemption	63
ARTICLE TWELVE SINKING FUNDS
SECTION 12.01. Applicability of This Article	64
SECTION 12.02. Satisfaction of Sinking Fund Payments With Securities	64
SECTION 12.03. Redemption of Securities for Sinking Fund	64

v

PRUDENTIAL SENIOR INDENTURE

        This is a SENIOR INDENTURE dated as of [    •    ], 2003, 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 Wilmington Trust Company, a banking corporation duly organized and existing under the laws of Delaware and having its Corporate Trust Office at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 USA, as Senior Trustee (hereinafter called the "Senior Trustee").

RECITALS OF THE ISSUER

        The Issuer deems it necessary to issue from time to time for its lawful purposes securities in registered form (hereinafter called the "Securities") evidencing its unsecured indebtedness and has duly authorized the execution and delivery of this Senior Indenture to provide for the issuance from time to time of the Securities, unlimited as to principal amount, to have such titles, to bear such rates of interest, to mature at such time or times and to have such other provisions as shall be established as hereinafter provided.

        All things necessary to make this Senior Indenture a valid agreement of the Issuer, in accordance with its terms, have been done, and the Issuer proposes to do all things necessary to make the Securities, when executed by the Issuer and authenticated and delivered by the Senior Trustee hereunder and duly issued by the Issuer, the valid obligations of the Issuer as hereinafter provided.

NOW THEREFORE, THIS SENIOR INDENTURE WITNESSETH:

        For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01. Definitions.

        For all purposes of this Senior Indenture and all Securities issued hereunder, except as otherwise expressly provided herein, in one or more indentures supplemental hereto or in an Officers' Certificate pursuant to Section 3.01 or unless the context otherwise requires:

        (1)   the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

        (2)   all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

        (3)   all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United Kingdom, and the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United Kingdom at the date or time of such computation; and

        (4)   the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Senior Indenture as a whole and not to any particular Article, Section or other subdivision.

        Certain terms, used principally in Article Three and Article Six, are defined in those Articles.

        "Act", when used with respect to any Holder, has the meaning specified in Section 1.04.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control", when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

        "Auditors" means the auditors for the time being of the Issuer, or if there shall be joint auditors of the Issuer, any one or more of such joint auditors.

        "Authenticating Agent" means any Person authorized to authenticate and deliver Securities in the name of and as the agent of, the Senior Trustee for the Securities of any series pursuant to Section 3.14.

        "Bankruptcy Law" means any bankruptcy, insolvency, reorganization or other similar law of the United States or any State thereof, England or Wales or any other applicable country or jurisdiction.

        "Board of Directors" means the board of directors of the Issuer or any duly authorized committee of that board or any director or directors and/or officer or officers of the Issuer to whom that board or committee shall have duly delegated its authority.

        "Board Resolution" means (i) a copy of a resolution certified by a director, the Secretary or a Deputy or Assistant Secretary of the Issuer to have been duly adopted by the Board of Directors or an authorized committee thereof and to be in full force and effect on the date of such certification, or (ii) a certificate signed by the director or directors and/or officer or officers to whom the Board of Directors of the Issuer shall have duly delegated its authority, and, in each case, delivered to the Senior Trustee for the Securities of any series.

        "Business Day", when used with respect to any particular Place of Payment, means, unless otherwise specified in the Securities of a series, each day, other than a Saturday or Sunday, which is not a day on which commercial banking institutions in The City of New York or in London, England or in the applicable Place of Payment, or, in respect of any payment to be made in a Foreign Currency, in the principal financial center of the country issuing such Foreign Currency, are authorized or required by law, regulation or executive order to close, and shall otherwise mean each day, other than a Saturday or Sunday, which is not a day on which banking institutions, at the place where any specified act pursuant to this Senior Indenture is to occur, are authorized or required by law, regulation or executive order to close.

        "Certificate of a Firm of Independent Public Accountants" means a certificate signed by any firm of independent public accountants of nationally recognized standing in the country of organization of the Issuer selected by the Issuer which may include the Auditors of the Issuer.

        "Commission" means the United States Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act (as defined below), or if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date.

        "Component Currency" has the meaning specified in Section 3.11(h).

        "Conversion Date" has the meaning specified in Section 3.11(d).

        "Conversion Event" means the unavailability of any Foreign Currency or currency unit due to the imposition of exchange controls or other circumstances beyond the control of the Issuer.

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        "Corporate Trust Office" means the office of the Senior Trustee for Securities of any series at which at any particular time its corporate trust business shall be principally administered, which office of Wilmington Trust Company, at the date of the execution of this Senior Indenture, is located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 USA.

        "corporation" includes corporations, associations, companies and business trusts.

        "Currency Determination Agent", with respect to Securities of any series, means, unless otherwise specified in the Securities of a series, a New York Clearing House bank designated pursuant to Section 3.01 or Section 3.12.

        "Currency Determination Agent's Certificate" means a certificate or facsimile thereof setting forth (i) the applicable Market Exchange Rate and (ii) the Dollar, Foreign Currency or currency unit amounts of principal (and premium, if any) and interest, if any (on an aggregate basis and on the basis of a Security having the lowest denomination principal amount determined in accordance with Section 3.02 in the relevant currency or currency unit), payable with respect to a Security of any series on the basis of such Market Exchange Rate, signed by the Currency Determination Agent.

        "Defaulted Interest" has the meaning specified in Section 3.07.

        "Depositary" means, with respect to the Securities of any series issuable or issued in the form of a global Security, the Person designated as Depositary by the Issuer pursuant to Section 3.01 until a successor Depositary shall have become such pursuant to the applicable provisions of this Senior Indenture, and thereafter "Depositary" shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, "Depositary" as used with respect to the Securities of any such series shall mean each Depositary with respect to the Securities of that series.

        "Discounted Security" means any Security which provides for an amount (excluding any amounts attributable to accrued but unpaid interest thereon) less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

        "Dollar Equivalent of the Currency Unit" has the meaning specified in Section 3.11(g).

        "Dollar Equivalent of the Foreign Currency" has the meaning specified in Section 3.11(f).

        "Dollars" and the sign "$" mean the currency of the United States that as at the time of payment is legal tender for the payment of public and private debts.

        "Election Date" has the meaning specified in Section 3.11(h).

        "euro" means the single currency of the participating member states of the European Union that adopted the euro as their lawful currency pursuant to the Treaty establishing the European Union (as amended from time to time), and "participating member states" means those member states of the European Union from time to time which adopt a single, shared currency in the Third Stage, as defined and identified in European Union legislation.

        "Event of Default" has the meaning specified in Section 5.01.

        "Exchange Act" means the United States Securities Exchange Act of 1934, as amended.

        "Exchange Rate Officers' Certificate" means a certificate or facsimile thereof setting forth (i) the applicable Market Exchange Rate and (ii) the Dollar, Foreign Currency or currency unit amounts of principal (and premium, if any) and interest, if any (on an aggregate basis and on the basis of a Security having the lowest denomination principal amount determined in accordance with Section 3.02 in the relevant currency or currency unit), payable with respect to a Security of any series on the basis of such Market Exchange Rate, signed by the finance director or treasurer of the Issuer.

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        "Foreign Currency" means a currency issued and actively maintained as a country's or countries' recognized unit of domestic exchange by the government of any country other than the United States.

        "Holder", when used with respect to any Security, means the Person in whose name a Security is registered in the Security Register.

        "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) which neither the Issuer nor any Subsidiary beneficially owns for the time being.

        "interest", when used with respect to a Discounted Security which by its terms bears interest only after Maturity, means interest payable after Maturity.

        "Interest Payment Date", when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

        "Issuer" means the Person named as an "Issuer" in the first paragraph of this instrument until a successor corporation shall have become such pursuant to the applicable provisions of this Senior Indenture, and thereafter "Issuer" shall mean such successor corporation.

        "Issuer Request" and "Issuer Order" mean, respectively, a written request or order (a) signed in the name of the Issuer by (i) any two of its chairman of the board, deputy chairman of the board, group chief executive officer, treasurer, group finance director or director group finance and risk, (ii) any one of the foregoing Persons together with any group secretary or deputy group secretary of the Issuer, or (iii) any two Persons designated by the Issuer in an Issuer Order previously delivered to the Senior Trustee for Securities of any series and (b) delivered to the Senior Trustee and/or Principal Paying Agent, as the case may be, for Securities of any series in accordance with the provisions of this Senior Indenture.

        "Market Exchange Rate" means, unless otherwise specified in the Securities of a series, (i) for any conversion involving a currency unit on the one hand and Dollars or any Foreign Currency on the other, the exchange rate between the relevant currency unit and Dollars or such Foreign Currency calculated by the method specified pursuant to Section 3.01 for the Securities of the relevant series and (ii) for any conversion of Dollars into any Foreign Currency or for any conversion of one Foreign Currency into Dollars or another Foreign Currency, the spot rate at noon local time in the relevant market at which, in accordance with normal banking procedures, the Dollars or Foreign Currency into which conversion is being made could be purchased with the Dollars or Foreign Currency from which conversion is being made from major banks located in either New York City, New York, London, England, or any other principal market for Dollars or such Foreign Currency, in each case determined by the Issuer or the Currency Determination Agent. In the event of the unavailability of any of the exchange rates provided for in the foregoing clauses (i) and (ii), the Issuer or the Currency Determination Agent shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in New York City, New York, London, England, or other principal market for such currency or currency unit in question, or such other quotations as the Issuer or the Currency Determination Agent shall deem appropriate. Unless otherwise specified by the Issuer or the Currency Determination Agent, if there is more than one market for dealing in any currency or currency unit by reason of foreign exchange regulations or otherwise, the market to be used in respect of such currency or currency unit shall be that upon which a nonresident issuer of securities designated in such currency or currency unit would purchase such currency or currency unit in order to make payments in respect of such securities. For purposes of this definition, a "nonresident issuer" shall mean an issuer that is not a resident of the country or countries that issue such currency or whose currencies are included in such currency unit.

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        "Maturity", when used with respect to any Security, means the date on which the principal (or, if the context so requires, lesser amount in the case of Discounted Securities) of (or premium, if any, on) that Security becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption, request for redemption, repayment at the option of the Holder, pursuant to any sinking fund provisions or otherwise.

        "Officers' Certificate" means a certificate of the Issuer signed by (i) any two of its chairman of the board, deputy chairman of the board, group chief executive officer, treasurer, group finance director or director group finance and risk or (ii) any one of the foregoing Persons together with any group secretary or deputy group secretary of the Issuer, and delivered in form and substance reasonably acceptable to the Senior Trustee and/or Principal Paying Agent, as the case may be, for the Securities of any series in accordance with the provisions of this Senior Indenture.

        "Opinion of Counsel" means a written opinion of outside legal counsel in form and substance reasonably acceptable to the Senior Trustee for the Securities of any series and who may be regular outside counsel to the Issuer.

        "Outstanding", when used with respect to the Securities, means, as of the date of determination, all Securities which have been authenticated and delivered under this Senior Indenture, except:

        (1)   Securities which have been cancelled by the Senior Trustee for such Securities or delivered to such Senior Trustee for cancellation;

        (2)   Securities or portions thereof for whose payment or redemption money in the necessary amount and in the required currency or currency unit has been deposited with or to the order of the Senior Trustee for such Securities or any Paying Agent (other than the Issuer or any other obligor upon the Securities) in trust or set aside and segregated in trust by the Issuer or any other obligor upon the Securities (if the Issuer or any other obligor upon the Securities shall act as its own Paying Agent) for the Holders of such Securities; provided, however, that, if such Securities or portions thereof are to be redeemed, notice of such redemption has been duly given pursuant to this Senior Indenture, or provision therefor satisfactory to such Senior Trustee has been made unless, in each case, there is a default in such payment or redemption; and

        (3)   Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Senior Indenture, other than any such Securities in respect of which there shall have been presented proof reasonably satisfactory to the Issuer and the Senior Trustee for such Securities that any such Securities are held by bona fide holders in due course;

provided, however, that in determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver or taken any other action hereunder (a) Securities owned by the Issuer or any other obligor upon the Securities or any Affiliate of the Issuer or such other obligor shall be disregarded and deemed not to be Outstanding, except that, (i) in determining whether the Senior Trustee for such Securities shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or action, only Securities which a Responsible Officer of such Senior Trustee actually knows to be so owned shall be so disregarded and (ii) Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of such Senior Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Issuer or any other obligor upon the Securities or any Affiliate of the Issuer or of such other obligor and (b) the principal amount of a Discounted Security that shall be deemed to be Outstanding for such purposes shall be equal to the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration pursuant to Section 5.02.

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        "Paying Agent" means any Person authorized by the Issuer to pay the principal of (and premium, if any, on) or interest, if any, on, and any additional amounts in respect of, any Securities on behalf of the Issuer and shall include the Senior Trustee.

        "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity.

        "Place of Payment", when used with respect to the Securities of any series, means the place or places where the principal of (and premium, if any, on) and interest, if any, on, and any additional amounts in respect of, the Securities of that series are payable, as contemplated by Section 3.01.

        "Predecessor Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by that particular Security, and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Security.

        "Principal Subsidiary" means The Prudential Assurance Company Limited, for so long as such company shall remain a Subsidiary.

        "Redemption Date", when used with respect to any Security to be redeemed in whole or in part, means the date fixed for such redemption by or pursuant to this Senior Indenture.

        "Redemption Price", when used with respect to any Security to be redeemed, means, unless otherwise specified in the Securities of a series, the aggregate of the amounts payable on redemption being the principal amount plus accrued interest.

        "Regular Record Date" for the interest payable on any Interest Payment Date on the Securities of any series, means the date, if any, specified for that purpose as contemplated by Section 3.01.

        "Relevant Indebtedness" means any Indebtedness for Moneys Borrowed (other than indebtedness in the form of Sterling Debenture Stock or indebtedness which 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 which, with the Issuer's 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 Moneys Borrowed incurred to acquire an asset from outside the Prudential plc group in respect of which the person to whom such indebtedness is owed has no recourse whatsoever to Prudential plc 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.

        "Responsible Officer", when used with respect to the Senior Trustee for any series of Securities, means any officer of such Senior Trustee assigned to administer its corporate trust matters or to whom any corporate trust matter is referred because of his knowledge of and familiarity with the particular subject.

        "Securities" means securities in registered form evidencing unsecured indebtedness of the Issuer authenticated and delivered under this Senior Indenture and registered in the Security Register.

        "Security Register" and "Security Registrar" have the respective meanings specified in Section 3.05.

        "Senior Indenture" means this instrument as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and, unless the context otherwise requires, shall include the terms of a particular series of Securities established as contemplated by Section 3.01.

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        "Senior Trustee" means the Person named as the "Senior Trustee" in the first paragraph of this instrument and, subject to the provisions of Article Six hereof, shall also include its successors and assigns as Senior Trustee hereunder. If there shall be at one time more than one Senior Trustee hereunder, "Senior Trustee" shall mean each such Senior Trustee and shall apply to each such Senior Trustee only with respect to those series of Securities with respect to which it is serving as Senior Trustee.

        A "series" of Securities means all Securities denoted as part of the same series authorized by or pursuant to a particular Board Resolution or a particular indenture supplemental hereto.

        "Special Record Date" for the payment of any Defaulted Interest on the Securities of any series means a date fixed by the Issuer for such series pursuant to Section 3.07.

        "Specified Amount" has the meaning specified in Section 3.11(h).

        "Stated Maturity", when used with respect to any Security or any installment of principal thereof (or premium, if any, thereon) or interest, if any, thereon, means the date specified in such Security as the fixed date on which the principal of such Security (or premium, if any, thereon) or such installment of principal (or premium, if any, thereon) or interest is due and payable.

        "Sterling Debenture Stock" means secured loan stock in registered form or to be in registered form, listed on the London Stock Exchange, denominated in or payable in Sterling and initially primarily distributed to investors in the United Kingdom.

        "Stock Exchange", unless specified otherwise with respect to any particular series of Securities, means any stock exchange or securities association upon which any Securities of that series are duly listed.

        "Sterling" and the sign "£" mean United Kingdom Pounds Sterling.

        "Subsidiary" means a subsidiary undertaking of the Issuer, within the meaning of Section 258 of the Companies Act 1985 of Great Britain as amended by the Companies Act 1989 of Great Britain.

        "Tax Event" means, with respect to a series of Securities, a determination by the Issuer that, in making any interest payments in respect of such Securities, the Issuer has paid or will or would on the next Interest Payment Date be required to pay additional amounts, as required by Section 10.08.

        "Trust Indenture Act" means the U.S. Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, as in force at the date as of which this instrument was executed, except as provided in Section 9.05.

        "United Kingdom" and "U.K." mean The United Kingdom of Great Britain and Northern Ireland.

        "United States" and "U.S." mean, unless otherwise specified with respect to the Securities of a series pursuant to Section 3.01, the United States of America (including the States and the District of Columbia), its territories, its "possessions" (which include at the date of this Senior Indenture Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) and other areas subject to its jurisdiction.

        "U.S. Government Obligations" means non-callable (i) direct obligations (or certificates representing an ownership interest in such obligations) of the United States for which its full faith and credit are pledged or (ii) obligations of a Person controlled or supervised by, and acting as an agency or instrumentality of, the United States, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States.

        "Valuation Date" has the meaning specified in Section 3.11(c).

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        "Yield to Maturity", when used with respect to any Discounted Security, means the yield to maturity, if any, set forth in such Discounted Security.

SECTION 1.02. Compliance Certificates and Opinions.

        Upon any application or request by the Issuer to the Senior Trustee for any series of Securities to take any action under any provision of this Senior Indenture, the Issuer shall furnish to such Senior Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Senior Indenture relating to the proposed action have been complied with, and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, provided that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Senior Indenture relating to such particular application or request, the requirements hereof and thereof may be satisfied by the same documents as contemplated by Section 1.03 such that no duplicate certificate or opinion need be furnished.

        Every certificate (other than certificates provided pursuant to Section 10.04) or opinion with respect to compliance with a condition or covenant provided for in this Senior Indenture shall include the following (or such other statements or information as the Senior Trustee may reasonably request):

        (1)   a statement that each individual signing such certificate or opinion has read such condition or covenant and the definitions herein relating thereto;

        (2)   a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

        (3)   a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and

        (4)   a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

SECTION 1.03. Form of Documents Delivered to Senior Trustee.

        In any case where several matters are required to be certified by, or covered by an opinion of, any of a number of specified Persons, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

        Any certificate or opinion of an officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to matters upon which his certificate or opinion is based are erroneous.

        Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Issuer stating that the information with respect to such factual matters is in the possession of the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

        Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Senior Indenture, they may, but need not, be consolidated and form one instrument.

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SECTION 1.04. Acts of Holders; Communication by Holders with Other Holders.

        (a)   Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Senior Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Senior Trustee for the appropriate series of Securities and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Senior Indenture and (subject to Section 6.01) conclusive in favor of the Senior Trustee for the appropriate series of Securities, the Issuer and any agent of such Senior Trustee or the Issuer, if made in the manner provided in this Section.

        The Issuer may set at its discretion a record date for purposes of determining the identity of Holders of Securities entitled to vote or consent to any action by vote or consent authorized or permitted under this Senior Indenture, but the Issuer shall have no obligation to do so. If not set by the Issuer prior to the first solicitation of Holders of Securities of such series made by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day prior to the first solicitation of such vote or consent or, if later, the date of the most recent list of Holders furnished to the Senior Trustee prior to such solicitation pursuant to Section 7.01. Upon the fixing of such a record date, those persons who were Holders of Securities at such record date (or their duly designated proxies), and only those persons, shall be entitled with respect to such Securities to take such action by vote or consent or to revoke any vote or consent previously given, whether or not such persons continue to be Holders after such record date.

        (b)   Subject to Section 6.03, the fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public, commissioner for oaths or other officer authorized by law to take acknowledgements of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or association or a member of a partnership, or an official of a public or governmental body, on behalf of such corporation, association, partnership or public or governmental body or by a fiduciary, such certificate or affidavit shall also constitute sufficient proof of this authority.

        (c)   Subject to Section 6.03, the fact and date of the execution by any Person of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Senior Trustee for the appropriate series of Securities deems sufficient.

        (d)   The principal amount and serial numbers of Securities held by any Person, and the date of holding the same, shall be proved by the Security Register.

        (e)   In determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver under this Senior Indenture, the principal amount of a Discounted Security that may be counted in making such determination and that shall be deemed to be Outstanding for such purposes shall be equal to the amount of the principal thereof that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02 at the time the taking of such action by the Holders of such requisite aggregate principal amount is evidenced to the Senior Trustee for such Securities.

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        (f)    Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Senior Trustee for such Securities, the Security Registrar, any Paying Agent or the Issuer in reliance thereon, whether or not notation of such action is made upon such Security.

SECTION 1.05. Notices, Etc., to Senior Trustee or Issuer.

        Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Senior Indenture to be made upon, given or furnished to, or filed with:

        (1)   the Senior Trustee for a series of Securities by any Holder or by the Issuer shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with such Senior Trustee at its Corporate Trust Office, "Attention: Corporate Trust Administration"; or

        (2)   the Issuer by the Senior Trustee or any Holder shall be sufficient for every purpose hereunder (except as provided in clause (3) of Section 5.01) if (a) addressed to Prudential plc, "Attention: Group Secretarial" and (b) in writing and mailed, first class postage prepaid, or hand delivered to the Issuer addressed to it at the address of its principal office specified in the first paragraph of this Senior Indenture or at any other address previously furnished in writing to such Senior Trustee by the Issuer, or if sent by facsimile transmission addressed to the Issuer at facsimile number + 44 (0)20 7548 3739 or at any other facsimile number previously furnished in writing to such Senior Trustee by the Issuer.

SECTION 1.06. Notice to Holders; Waiver.

        Where this Senior Indenture provides for notice to Holders of a series of Securities of any event, such notice shall be given (unless otherwise expressly provided herein or in the Securities of a series) in writing and mailed, first class postage prepaid, to each Holder, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.

        In any case where notice to Holders of Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Security shall affect the sufficiency of such notice with respect to other Holders of Securities. Any notice mailed in the manner prescribed by this Senior Indenture shall be deemed to have been given whether or not received by any particular Holder. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice to Holders of Securities by mail, then such notification as shall be made with the approval of the Senior Trustee for such Securities shall constitute a sufficient notification for every purpose hereunder.

        Notwithstanding the first paragraph of this Section 1.06, if the entire principal amount of the Securities of a series or a portion thereof is represented by one or more global Securities held by a Depositary, all notices with respect to such entire principal amount or portion thereof, as the case may be, shall be sent only to such Depositary or its nominee, as the Holder, and such Depositary will communicate such notices to its participants in accordance with its standard procedures.

        Where this Senior Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Senior Trustee for such Securities, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

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        A copy of any notice or communication sent by the Issuer to any Holder of Securities shall also be provided to the Senior Trustee for such Securities at the same time in the manner provided for notices to the Senior Trustee under Section 1.05.

SECTION 1.07. Conflict with Trust Indenture Act.

        If any provision of this Senior Indenture limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under the Trust Indenture Act to be a part of and govern this Senior Indenture, the latter provision shall control. If any provision of this Senior Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Senior Indenture as so modified or excluded, as the case may be.

SECTION 1.08. Effect of Headings and Table of Contents.

        The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 1.09. Successors and Assigns.

        All covenants and agreements in this Senior Indenture by the Issuer shall bind its respective successors and assigns, whether so expressed or not.

SECTION 1.10. Separability Clause.

        In any case any provision in this Senior Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1.11. Benefits of Senior Indenture.

        Nothing in this Senior Indenture or in the Securities, expressed or implied, shall give to any Person, other than the parties hereto (including their successors hereunder) and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this Senior Indenture.

SECTION 1.12. Governing Law.

        This Senior Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York.

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SECTION 1.13. Non-Business Day.

        Unless otherwise specified in the Securities of a series, in any case where any Interest Payment Date, Redemption Date or Stated Maturity of a Security of any particular series shall not be a Business Day at any Place of Payment with respect to Securities of that series, then (notwithstanding any other provision of this Senior Indenture) payment of principal (or, if the context so requires, lesser amount in the case of Discounted Securities) of (and premium, if any, on) and interest, if any, with respect to such Security need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be; and provided, further, that if such next succeeding Business Day at any Place of Payment would fall in the succeeding fiscal year of the Issuer, payment may be made in full on the immediately preceding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.

SECTION 1.14. Immunity of Incorporators, Stockholders, Officers and Directors.

        No recourse shall be had for the payment of the principal of (or premium, if any, on), or the interest, if any, on any Security of any series, or for any claim based thereon, or upon any obligation, covenant or agreement of this Senior Indenture or any indenture supplemental hereto, or any Security, or because of any indebtedness evidenced thereby, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Issuer or of any predecessor or successor corporations thereto, either directly or indirectly through the Issuer or any predecessor or successor corporations, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that this Senior Indenture and all the Securities of each series are solely corporate obligations, and that no personal liability whatsoever shall attach to, or is incurred by, any incorporator, stockholder, officer or director, past, present or future, of the Issuer or of any predecessor or successor corporations thereto, either directly or indirectly through the Issuer or any such predecessor or successor corporations, because of the incurring of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants or agreements contained in this Senior Indenture or in any of the Securities of any series, as the case may be, or to be implied herefrom or therefrom; and that all such personal liability is hereby expressly released and waived as a condition of, and as part of the consideration for, the execution of this Senior Indenture and the issuance of the Securities of each series.

SECTION 1.15. Certain Matters Relating to Currencies.

        Whenever any action or Act is to be taken hereunder by the Holders of Securities denominated in different currencies or currency units, then for purposes of determining the principal amount of Securities held by such Holders, the aggregate principal amount of the Securities denominated in a Foreign Currency or currency unit shall be deemed to be that amount of Dollars that could be obtained for such principal amount on the basis of a spot rate of exchange specified to the Senior Trustee for such series in an Exchange Rate Officers' Certificate or a Currency Determination Agent's Certificate for such Foreign Currency or currency unit into Dollars as of the date the taking of such action or Act by the Holders of the requisite percentage in aggregate principal amount of the Securities.

SECTION 1.16. Language of Notices, Etc.

        Any request, demand, authorization, direction, notice, consent, waiver or other action required or permitted under this Senior Indenture shall be in the English language, and any published notice may also be in an official language of the country or province of publication.

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SECTION 1.17. Appointment of Agent for Service.

        By the execution and delivery of this Senior Indenture, the Issuer designates and appoints Jackson National Life Insurance Company at 1 Corporate Way, Lansing, Michigan 48951, as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Securities or this Senior Indenture which may be instituted in any Federal or New York State Court located in the Borough of Manhattan, City and State of New York, but for that purpose only, and agrees that service of process upon said Jackson National Life Insurance Company, directed to the attention of Thomas J. Meyer and written notice of said service given by the Person serving the same to it, addressed as provided in Section 1.05, shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in such Borough, City and State. The Issuer hereby submits (for the purposes of any such suit or proceedings) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and irrevocably waives, to the fullest extent it may lawfully do so, any objection it may have now or hereafter to the laying of the venue of any such suit, action or proceeding in any such court and irrevocably waives, to the fullest extent it may lawfully do so, any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Such submission and waiver shall be irrevocable so long as any of the Securities remain Outstanding and such appointment shall be irrevocable until the appointment with due care of a reputable successor by the Issuer and such successor's acceptance of such appointment. Upon such acceptance, the Issuer shall notify the Senior Trustee of the name and address of such successor. The Issuer further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said Jackson National Life Insurance Company or its successor in full force and effect so long as any of the Securities shall be Outstanding. The Senior Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Issuer to take any such action.

        The Issuer agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and may be enforced in the courts of England and Wales (or any other courts to the jurisdiction of which the Issuer is subject) by a suit upon such judgment, provided that service of process is effected upon the Issuer in the manner specified in the foregoing paragraph or as otherwise permitted by law; provided, however, that the Issuer does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment, (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration of, any such judgment, or (iii) any other right or remedy of the Issuer to the extent not expressly waived in accordance with this Section.

        Notwithstanding the foregoing, any actions arising out of or relating to the Securities or this Senior Indenture may be instituted by any party hereto and, subject to the limitations set forth in Article Five of this Senior Indenture, by the Holder of any Security in any competent court in England and Wales.

        Nothing in this Section shall affect the right of the Senior Trustee or any Holder of any Security to serve process in any manner permitted by applicable law or limit the right of the Senior Trustee or any Holder of any Security to bring proceedings against the Issuer in the courts of any other jurisdiction or jurisdictions.

SECTION 1.18. Rules by the Senior Trustee and Agents.

        The Senior Trustee may make reasonable rules for action by or a meeting of Holders. The Securities Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

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SECTION 1.19. Successors; No Recourse Against Others.

        (a)   All agreements of the Issuer in this Senior Indenture and the Securities shall bind its successors. All agreements of the Senior Trustee in this Senior Indenture shall bind its successors.

        (b)   All liability of the Issuer described in the Securities insofar as it relates to any director, officer, employee or stockholder, as such, of the Issuer is waived and released by each Holder.

SECTION 1.20. Duplicate Originals.

        The parties may sign any number of copies of this Senior Indenture. One signed copy is enough to prove this Senior Indenture.

ARTICLE TWO
SECURITY FORMS

SECTION 2.01. Forms of Securities.

        The Securities of each series shall be in such form or forms (including global form) as shall be established by or pursuant to a Board Resolution or in an indenture supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Senior Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law, with any rule or regulation made pursuant thereto, with any rules of any securities exchange or of any automated quotation system or to conform to usage, as may, consistently herewith, be determined by the officers executing such Securities. Such execution of such Securities shall be conclusive evidence as regards the Issuer as to any such determination made by the Issuer.

        The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, all as determined by the officers executing such Securities. Such execution of such definitive Securities shall be conclusive evidence as regards the Issuer as to any such determination made by the Issuer.

SECTION 2.02. Form of Senior Trustee's Certificate of Authentication.

        Unless otherwise specified as contemplated by Section 3.01, the Certificate of Authentication on all Securities shall be in substantially the following form:

        "This is one of the Securities referred to in the Senior Indenture described herein.

Wilmington Trust Company, as Senior Trustee
By	[Authorized Officer]
Dated
	"

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SECTION 2.03. Securities in Global Form.

        If any Security of a series is issuable in global form, such Security may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Senior Trustee or Security Registrar and in such manner as shall be specified in such Security. Any instructions by the Issuer with respect to a Security in global form, after its initial issuance, shall be in writing but need not comply with Section 1.02.

        Unless otherwise specified in the Securities of a series, every global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:

        THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE SENIOR INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM IN ACCORDANCE WITH THE TERMS HEREOF AND OF THE SENIOR INDENTURE, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE OR TO THE DEPOSITORY TRUST COMPANY OR A SUCCESSOR THEREOF BY A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR A SUCCESSOR THEREOF AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE SENIOR INDENTURE.

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER ENTITY AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

ARTICLE THREE
THE SECURITIES

SECTION 3.01. Title; Payment and Terms.

        The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Senior Indenture is unlimited. The Securities may be issued up to the aggregate principal amount of Securities from time to time authorized by or pursuant to a Board Resolution of the Issuer.

        The Securities will constitute direct, unconditional and (except as provided in Section 10.06) unsecured obligations of the Issuer and will rank at least equally with all other unsecured and unsubordinated obligations of the Issuer (subject, in the event of insolvency, to laws of general applicability relating to or affecting creditors' rights).

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        The Securities may be issued in one or more series. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to Section 3.03, set forth in, or determined in the manner provided in, an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series any or all of the following, as applicable (each of which, if so provided, may be determined from time to time by the Issuer with respect to unissued Securities of the series and set forth in such Securities of the series when issued from time to time):

        (1)   the title of the Securities of that series (which shall distinguish the Securities of that series from all other series of Securities); if the Securities of that series will be in bearer rather than registered form, the forms, procedures and mechanics to be employed in connection therewith; any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Senior Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);

        (2)   the percentage or percentages of principal amount at which the debt securities of the series will be issued;

        (3)   certain dates or periods, including: (a) the original issue date or dates or periods during which the Securities of that series may be issued; (b) the date or dates (or manner of determining the same) on which, or the range of dates within which, the principal of (and premium, if any, on) the Securities of that series is payable; and (c) the record dates, if any, for the determination of Holders of Securities of such series to whom such principal (and premium, if any) is payable;

        (4)   information with regard to interest, including: (a) the rate or rates (or the manner of calculation thereof, including any provisions for the increase or decrease of such rate or rates upon the occurrence of specific events) at which the Securities of that series shall bear interest (if any), or the discount, if any, at which any Discounted Securities may be issued; (b) the date or dates from which such interest shall accrue; (c) the Interest Payment Dates on which such interest shall be payable (or manner of determining the same); and (d) the Regular Record Date for the interest payable on any Securities on any Interest Payment Date;

        (5)   the place or places where, subject to the provisions of Section 10.02: (a) the principal of (and premium, if any, on) and interest, if any, on Securities of that series shall be payable; (b) any Securities of that series may be surrendered for registration of transfer, any Securities of that series may be surrendered for exchange; and (c) notices and demands to or upon the Issuer in respect of the Securities of that series and this Senior Indenture may be served;

        (6)   the terms and conditions, if any, upon which Securities of that series may be redeemed, purchased or repaid, in whole or in part, at the option of the Issuer or otherwise including the period or periods within which or manner of determining the same, the price or prices at which or manner of determining the same, and the currency or currency unit in which the Securities may be redeemed;

        (7)   the obligation (which may be fixed or contingent upon events), if any, of the Issuer to redeem, purchase or repay Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which or manner of determining the same, the price or prices at which or manner of determining the same, the currency or currency unit in which, and the terms and conditions upon which, Securities of that series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

        (8)   the minimum denomination or denominations in which any Securities of that series shall be issuable if other than integral multiples of $1,000;

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        (9)   if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02;

        (10) if other than as set forth in this Senior Indenture, any Events of Default and any covenants or agreements of the Issuer with respect to the Securities of that series, whether or not such Events of Default or covenants or agreements are consistent with the Events of Default or covenants or agreements set forth herein;

        (11) if a Person other than Wilmington Trust Company is to act as Senior Trustee for the Securities of that series, the name and location of the Corporate Trust Office of such Senior Trustee and if other than such Senior Trustee, the identity of each Security Registrar and/or Paying Agent;

        (12) if other than Dollars, the currency or currency unit in which payment of the principal of (and premium, if any, on) and interest, if any, on the Securities of that series shall be made or in which the Securities of that series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of the provisions of Section 3.11;

        (13) if the principal of (and premium, if any, on) and interest, if any, on the Securities of that series are to be payable, at the election of the Issuer or a Holder thereof, in a currency or currency unit other than that in which such Securities are denominated or stated to be payable, in accordance with provisions in addition to, in lieu of or in accordance with the provisions of Section 3.11, the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the currency and currency unit in which such Securities are denominated or stated to be payable and the currency or currency unit in which such Securities are to be so payable;

        (14) the designation of the original Currency Determination Agent, if any, and in what circumstances a Currency Determination Agent's Certificate or an Exchange Rate Officers' Certificate shall be delivered for Securities of that series;

        (15) the index, if any, used to determine the amount of payments of principal of (and premium, if any, on) and interest, if any, on the Securities of that series;

        (16) if other than as set forth in Section 4.01, provisions for the satisfaction and discharge of this Senior Indenture with respect to the Securities of that series;

        (17) if the amount of payments of principal of (and premium, if any, on) and interest, if any, on the Securities of that series may be determined, at the election of the Issuer or a Holder thereof, with reference to an index based on a currency or currency unit other than that in which such Securities are denominated or stated to be payable or any other index, the manner in which such amounts shall be determined;

        (18) the date as of which any global Security representing Outstanding Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issued;

        (19) the application, if any, of Sections 10.08 and 11.08 to the Securities of that series;

        (20) whether the Securities of the series shall be issued in whole or in part in the form of a global Security or Securities and, in such case, the Depositary for such global Security or Securities;

        (21) whether any legends shall be stamped or imprinted on all or a portion of the Securities of such series, and the terms and conditions upon which any such legends may be removed;

        (22) the form of the Securities of that series (including the terms and conditions of such Securities); and

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        (23) any other terms of that series (which terms shall be consistent with the provisions of this Senior Indenture except as such terms are otherwise expressly provided for in an applicable Board Resolution or supplemental indenture executed hereunder with respect to such series).

        All Securities of any particular series shall be identical except as to authentication date, public offering price, denomination and issue date, except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officers' Certificates relating thereto or provided in or pursuant to any supplemental indenture hereto (provided that the Securities of a series shall be fungible with all other Securities of such series). The terms of such Securities may be determined by the Issuer from time to time if so provided in or established pursuant to the authority granted in the Board Resolutions. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Securities of such series.

        If any of the terms of the Securities of a series are established by action taken pursuant to one or more Board Resolutions, a copy of an appropriate record of such action shall be certified by an appropriate officer of the Issuer and delivered to the Senior Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of such Securities.

        Prior to the delivery of a Security of any series in any such form to the Senior Trustee for authentication, the Issuer shall deliver to the Senior Trustee (and the Senior Trustee shall be fully protected in relying upon) the following:

        (1)   the Board Resolution of the Issuer and, if applicable, the supplemental indenture by or pursuant to which such form of Security to be endorsed thereon have been approved;

        (2)   an Officers' Certificate of the Issuer dated the date such certificate is delivered to the Senior Trustee stating that all conditions precedent provided for in this Senior Indenture relating to the authentication and delivery of such Securities in such form have been complied with; and

        (3)   an Opinion of Counsel stating that such Securities when authenticated and delivered by the Senior Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.

SECTION 3.02. Denominations and Currencies.

        Unless otherwise provided with respect to any series of Securities as contemplated by Section 3.01, any Securities of a series shall be issuable in denominations of $1,000 and any integral multiple thereof.

SECTION 3.03. Execution, Authentication, Delivery and Dating.

        The Securities shall be executed on behalf of the Issuer by any of two of its directors or by one director and the group secretary of the Issuer. The signature of any of these officers on the Securities may be manual or facsimile or, as and to the extent required by the Depositary, manual.

        Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

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        At any time and from time to time after the execution and delivery of this Senior Indenture, the Issuer may deliver Securities of any series as executed by the Issuer to the Senior Trustee for the Securities of such series for authentication, together with an Issuer Order for the authentication and delivery of such Securities, and such Senior Trustee, in accordance with such Issuer Order, shall authenticate and deliver such Securities. If any Security shall be represented by a global Security, then, for purposes of this Section and Section 3.04, the notation of a beneficial owner's interest therein upon original issuance of such Security shall be deemed to be delivery in connection with the original issuance of such beneficial owner's interest in such global Security. If all the Securities of any one series are not to be issued at one time and if a Board Resolution or indenture supplemental hereto relating to such Securities shall so permit, such Issuer Order may set forth procedures acceptable to the Senior Trustee for the issuance of such Securities, including without limitation, procedures with respect to interest rate, Stated Maturity, date of issuance and date from which interest, if any, shall accrue. Such procedures may authorize authentication and delivery pursuant to electronic instruction from the Issuer or its duly authorized agent.

        Notwithstanding any contrary provision herein, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution and/or indenture supplemental hereto, Officers' Certificate and Opinion of Counsel otherwise required pursuant to Sections 1.02 and 3.01 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

        Each Security shall be dated the date of its authentication.

        No Security shall be entitled to any benefit under this Senior Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by manual signature by the Senior Trustee for such Security or in the name of such Senior Trustee by any Authenticating Agent pursuant to Section 3.14, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Security to the Senior Trustee for cancellation as provided in Section 3.09, for all purposes of this Senior Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Senior Indenture.

        Any global Security shall, unless otherwise provided therein, be delivered to a Depositary designated pursuant to Section 3.01. Each Depositary designated pursuant to Section 3.01 for a global Security must at the time of its designation and at all times while it serves as such Depositary be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.

        The Senior Trustee shall have the right to decline to authenticate and deliver any Securities if the Senior Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Senior Trustee in good faith shall determine that such action would expose the Senior Trustee to personal liability to existing Holders or would affect the Senior Trustee's own rights, duties or immunities under the Securities, this Senior Indenture or otherwise in a manner which is not reasonably acceptable to the Senior Trustee acting in good faith.

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SECTION 3.04. Temporary Securities and Exchange of Securities.

        Pending the preparation of definitive Securities of any particular series, the Issuer may execute, and upon an Issuer Order the Senior Trustee for the Securities of such series shall authenticate and deliver, in the manner specified in Section 3.03, temporary Securities which are printed, lithographed, typewritten, photocopied or otherwise produced in any authorized denomination, with like terms and conditions as the definitive Securities of the series in lieu of which they are issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine. Such execution of such Securities shall be conclusive evidence as regards the Issuer as to any such determination made by the Issuer.

        If temporary Securities of any particular series are issued, the Issuer will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of such definitive Securities, the temporary Securities of such series shall be exchangeable for such definitive Securities and of a like Stated Maturity and with like terms and provisions upon surrender of the temporary Securities of such series at the office or agency of the Issuer in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any particular series, the Issuer shall execute and (in accordance with an Issuer Order delivered at or prior to the authentication of the first definitive Security of such series) the Senior Trustee for the Securities of such series shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations of the same series and of a like Stated Maturity and with like terms and provisions. Until exchanged as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Senior Indenture as definitive Securities of the same series authenticated and delivered hereunder, with like terms and conditions, except where specified therein with respect to certification requirements prior to payment of interest in certain cases.

SECTION 3.05. Registration, Registration of Transfer and Exchange.

        The Issuer shall cause to be kept for the Securities of each series a security register (such security register or registers herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Securities and of transfers of Securities. Unless and until otherwise determined by the Issuer, the Senior Trustee shall act as Security Registrar and the Security Register shall be kept at the Corporate Trust Office of the Senior Trustee. At all reasonable times the Security Register shall be open for inspection by the Issuer and the Issuer and its duly authorized agents. The Issuer may appoint co-Security Registrars provided that at any given time there shall be only one Security Register with respect to a series of Securities.

        Upon surrender for registration of transfer of any Security of any particular series at the office or agency of the Issuer in a Place of Payment for that series, the Issuer shall execute, and upon an Issuer Order the Senior Trustee for the Securities of each series shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations, and of a like Stated Maturity and of a like series and aggregate principal amount and with like terms and conditions.

        Except as set forth below, at the option of the Holder, Securities of any particular series may be exchanged for other Securities of any authorized denominations and of a like Stated Maturity and of a like series and aggregate principal amount and with like terms and conditions, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and upon an Issuer Order the Senior Trustee for such Securities shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

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        Notwithstanding any other provision of this Section or Section 3.04, unless and until it is exchanged in whole or in part for Securities in definitive form, a global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.

        If at any time the Depositary for Securities of a series notifies the Issuer that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities for such series shall no longer be eligible under Section 3.03, the Issuer shall appoint a successor Depositary with respect to the Securities for such series. If a successor Depositary for the Securities of such series is not appointed by the Issuer within 120 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 3.01 shall no longer be effective with respect to the Securities for such series and the Issuer will execute, and the Senior Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in an aggregate principal amount equal to the principal amount of the global Security or Securities representing such series in exchange for such global Security or Securities.

        The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more global Securities shall no longer be represented by such global Security or Securities. In such event the Issuer will execute, and the Senior Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the global Security or Securities representing such series in exchange for such global Security or Securities.

        If specified by the Issuer pursuant to Section 3.01 with respect to a series of Securities, the Depositary for such series of Securities may surrender a global Security for such series of Securities in exchange in whole or in part for Securities of such series of like tenor and terms, and in definitive form, on such terms as are acceptable to the Issuer and such Depositary. Thereupon the Issuer shall execute, and the Senior Trustee upon an Issuer Order shall authenticate and deliver, without service charge, (i) to each Person specified by such Depositary a new Security or Securities of the same series, of like tenor and terms and of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the global Security; and (ii) to such Depositary a new global Security of like tenor and terms and in a denomination equal to the difference, if any, between the principal amount of the surrendered global Security and the aggregate principal amount of Securities delivered to Holders thereof.

        Upon the exchange of a global Security for Securities in definitive form, such global Security if so exchanged in its entirety shall upon an Issuer Order be cancelled by the Senior Trustee. Securities issued in exchange for a global Security pursuant to this Section 3.05 shall be registered in such names and in such authorized denominations as the Depositary for such global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Senior Trustee in writing. The Senior Trustee shall deliver, or cause to be delivered, such Securities to the persons in whose names such Securities are so requested.

        All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Senior Indenture, as the Securities surrendered upon such registration of transfer or exchange.

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        Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Issuer or the Senior Trustee for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar for such series duly executed, by the Holder thereof or his attorney duly authorized in writing.

        No service charge shall be made for any registration of transfer or exchange of Securities, but the Issuer may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Holder's Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

        The Issuer shall not be required (i) to issue, register the transfer of or exchange Securities of any 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 for redemption under Section 11.04 and ending at the close of business on the day of the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption as a whole or in part, except the unredeemed portion of any Security being redeemed in part.

SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities.

        If (i) any mutilated Security is surrendered to the Senior Trustee for such Security, or the Issuer and the Senior Trustee for a Security receive evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) there is delivered to the Issuer and the Senior Trustee such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Issuer or the Senior Trustee that such Security has been acquired by a bona fide purchaser, the Issuer shall execute and upon its request such Senior Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security or in exchange for such mutilated Security, a new Security of the same series and in a like principal amount and of a like Stated Maturity and with like terms and conditions and bearing a number not contemporaneously outstanding.

        In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Issuer and the Senior Trustee for such Security such security or indemnity as may be required by them to save each of them harmless, and in case of destruction, loss or theft, evidence satisfactory to the Issuer and such Senior Trustee and any agent of any of them of the destruction, loss or theft of such Security and the ownership thereof.

        Upon the issuance of any new Security under this Section, the Issuer may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including all fees and expenses of the Senior Trustee for such Security) connected therewith.

        Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the Issuer whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Senior Indenture equally and proportionately with any and all other Securities of the same series duly issued hereunder.

        The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

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SECTION 3.07. Payment of Interest; Interest Rights Preserved.

        Interest on any Security which is due and payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest payment; provided, however, that interest, if any, payable at Maturity will be payable to the Person to whom principal shall be payable.

        Unless otherwise provided with respect to the Securities of any series, payment of interest may be made at the option of the Issuer by check mailed or delivered to the address of the Person entitled thereto as such address shall appear in the Security Register or by transfer to a bank account maintained by the payee.

        Any interest on any Security of any particular series which is due and payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Issuer, at its election in each case, as provided in clause (1) or (2) below:

        (1)   the Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of that series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Senior Trustee for the Securities of such series in writing at least 30 days prior to the date of the proposed payment of the amount of Defaulted Interest proposed to be paid on each Security of that series and the date of the proposed payment, and at the same time the Issuer shall deposit with such Senior Trustee an amount of money in the currency or currency unit in which interest on the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except as provided in Sections 3.11(b), 3.11(d) and 3.11(e)), equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to such Senior Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. The Issuer shall fix a Special Record Date, and promptly give notice thereof to the Senior Trustee, for the payment of such Defaulted Interest which shall not be more than 15 days and not less than 7 days prior to the date of the proposed payment and not less than 7 days after the receipt by such Senior Trustee of the notice of the proposed payment. The Issuer, or such Senior Trustee, in the name and at the expense of the Issuer, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of that series at his address as it appears in the Security Register no less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Securities of that series (or their respective Predecessor Securities) are registered on such Special Record Date and shall no longer be payable pursuant to the following clause (2); or

        (2)   the Issuer may make payment of any Defaulted Interest on Securities of any particular series in any other lawful manner not inconsistent with the requirements of any Stock Exchange on which the Securities may be listed, and upon such notice as may be required by such Stock Exchange, unless, after notice is given by the Issuer to the Senior Trustee for the Securities of such series of the proposed manner of payment pursuant to this clause, such manner of payment shall be deemed impracticable by such Senior Trustee.

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        Subject to the foregoing provisions of this Section and Section 3.05, each Security delivered under this Senior Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

SECTION 3.08. Persons Deemed Owners

        Prior to due presentment of a Security for registration of transfer, the Issuer, the Senior Trustee for such Security and any agent of the Issuer or such Senior Trustee may treat the Person in whose name any such Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any, on) and (subject to Section 3.07) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Issuer, such Senior Trustee or any agent of the Issuer or such Senior Trustee shall be affected by notice to the contrary.

        None of the Issuer, the Senior Trustee, any Paying Agent or the Security Registrar 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 or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

SECTION 3.09. Cancellation.

        Unless otherwise specified in the Securities of a series, all Securities surrendered for payment, redemption, registration of transfer or exchange, or delivered in satisfaction of any sinking fund payment, shall, if surrendered to any Person other than the Senior Trustee for such Securities, be delivered to such Senior Trustee and shall be promptly cancelled by it. The Issuer may at any time deliver to the Senior Trustee for Securities of a series for cancellation any Securities previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by such Senior Trustee. Notwithstanding any other provision of this Senior Indenture to the contrary, in the case of a series, all the Securities of which are not to be originally issued at one time, a Security of such series shall not be deemed to have been Outstanding at any time hereunder if and to the extent that, subsequent to the authentication and delivery thereof, such Security is delivered to the Senior Trustee for such Security for cancellation by the Issuer or any agent thereof upon the failure of the original purchaser thereof to make payment therefor against delivery thereof, and any Security so delivered to such Senior Trustee shall be promptly cancelled by it. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Senior Indenture. All cancelled Securities held by the Senior Trustee for such Securities shall be disposed of by the Senior Trustee in accordance with its standard procedures and a certificate of disposition evidencing such disposition of Securities shall be provided to the Issuer by the Senior Trustee, unless by an Issuer Order the Issuer shall direct that such cancelled Securities shall be returned to it. Global Securities shall not be disposed of until exchanged in full for definitive Securities or until payment thereon is made in full.

SECTION 3.10. Computation of Interest.

        Except as otherwise specified as contemplated by Section 3.01 for Securities of any particular series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

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SECTION 3.11. Currency and Manner of Payments in Respect of Securities.

        (a)   With respect to Securities of any series not permitting the election provided for in paragraph (b) below or the Holders of which have not made the election provided for in paragraph (b) below, payment of the principal of (and premium, if any, on) and interest, if any, on any Security of such series will be made in the currency or currency unit in which such Security is payable.

        (b)   It may be provided pursuant to Section 3.01 with respect to Securities of any series that Holders shall have the option, subject to paragraphs (d) and (e) below, to receive payments of principal of (or premium, if any, on) or interest, if any, on such Securities in any of the currencies or currency units which may be designated for such election by delivering to the Senior Trustee for such series of Securities a written election with signature guarantees and in form and substance satisfactory to such Senior Trustee, not later than the close of business on the Election Date immediately preceding the applicable payment date. If a Holder so elects to receive such payments in any such currency or currency unit, such election will remain in effect for such Holder until changed by such Holder by written notice to the Senior Trustee for such series of Securities (but any such change may be made not later than the close of business on the Election Date immediately preceding the next payment date to be effective for the payment to be made on such payment date and no such change of election may be made with respect to payments to be made on any Security of such series with respect to which an Event of Default has occurred and is continuing or notice of redemption has been given by the Issuer pursuant to Article Eleven). In the event that any Holder makes any such election pursuant to the preceding sentence, such election will not be effective with respect to any transferee of such Holder and such transferee shall be paid in the currency or currency unit indicated pursuant to paragraph (a) above unless such transferee makes an election pursuant to the preceding sentence; provided, however, that such election, if in effect while funds are on deposit with respect to the Securities of such series as described in Section 4.01(a)(1)(B), will be effective with respect to any transferee of such Holder unless otherwise specified pursuant to Section 3.01 for the Securities of such series. Any Holder of any such Security who shall not have delivered any such election to the Senior Trustee of such series of Securities not later than the close of business on the applicable Election Date will be paid the amount due on the applicable payment date in the relevant currency or currency unit as provided in paragraph (a) of this Section 3.11. In no case may a Holder of Securities of any series elect to receive payments in any currency or currency unit as described in this Section 3.11(b) following deposit of funds or U.S. Government Obligations with respect to the Securities of such series as described in Section 4.01(a)(1)(B). The Senior Trustee for each such series of Securities shall notify the Currency Determination Agent as soon as practicable after the Election Date of the aggregate principal amount of Securities for which Holders have made such written election.

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        (c)   If the election referred to in paragraph (b) above has been provided for pursuant to Section 3.01, then not later than the fourth Business Day after the Regular Record Date for each payment date for Securities of any series, the Currency Determination Agent will deliver to the Issuer a written notice specifying, in the currency or currency unit in which Securities of such series are payable, the respective aggregate amounts of principal of (and premium, if any, on) and interest, if any, on the Securities to be paid on such payment date, specifying the amounts in such currency or currency unit so payable in respect of the Securities of such series as to which the Holders thereof shall have elected to be paid in a currency or currency unit other than that in which such series is denominated as provided in paragraph (b) above. If the election referred to in paragraph (b) above has been provided for pursuant to Section 3.01 and if at least one Holder has made such election, then, on the second Business Day preceding such payment date the Issuer will deliver or cause to be delivered to the Senior Trustee for such series of Securities an Exchange Rate Officers' Certificate or a Currency Determination Agent's Certificate in respect of the Dollar, Foreign Currency, euro or currency unit payments to be made on such payment date. The Dollar, Foreign Currency, euro or currency unit amount receivable by Holders of Securities who have elected payment in a currency or currency unit as provided in paragraph (b) above shall, unless otherwise provided pursuant to Section 3.01, be determined by the Issuer or the Currency Determination Agent on the basis of the applicable Market Exchange Rate in effect on the third Business Day (the "Valuation Date") immediately preceding each payment date.

        (d)   Unless otherwise specified for Securities of a series pursuant to Section 3.01, if a Conversion Event occurs with respect to a Foreign Currency or any other currency unit in which any of the Securities are denominated or payable other than pursuant to an election provided for pursuant to paragraph (b) above, then with respect to each date for the payment of principal of (and premium, if any, on) and interest, if any, on the applicable Securities denominated or payable in such Foreign Currency or such other currency unit occurring after the last date on which such Foreign Currency or such other currency unit was available (the "Conversion Date"), the Dollar shall be the currency of payment for use on each such payment date. The Dollar amount to be paid by the Issuer to the Senior Trustee of each such series of Securities and with respect to such payment date shall be the Dollar Equivalent of the Foreign Currency or, in the case of a currency unit, the Dollar Equivalent of the Currency Unit, in each case as determined by the Currency Determination Agent in the manner provided in paragraph (f) or (g) below.

        (e)   Unless otherwise specified for Securities of a series pursuant to Section 3.01, if the Holder of a Security denominated in any currency or currency unit shall have elected to be paid in another currency or currency unit as provided in paragraph (b) above, and a Conversion Event occurs with respect to such elected currency or currency unit, such Holder shall receive payment in the currency or currency unit in which payment would have been made in the absence of such election. Unless otherwise specified for Securities of a series pursuant to Section 3.01, if a Conversion Event occurs with respect to the currency or currency unit in which payment would have been made in the absence of such election, such Holder shall receive payment in Dollars as provided in paragraph (d) of this Section 3.11 or, in the case of a Conversion Event with respect to Dollars, in such currency or currency units as the Senior Trustee shall select.

        (f)    Unless otherwise specified for Securities of a series pursuant to Section 3.01, the "Dollar Equivalent of the Foreign Currency" shall be determined by the Currency Determination Agent and shall be obtained for each subsequent payment after the Conversion Date by converting the specified Foreign Currency into Dollars at the Market Exchange Rate on the Conversion Date.

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        (g)   Unless otherwise specified for Securities of a series pursuant to Section 3.01, the "Dollar Equivalent of the Currency Unit" shall be determined by the Currency Determination Agent and subject to the provisions of paragraph (h) below shall be the sum of each amount obtained by converting the Specified Amount of each Component Currency into Dollars at the Market Exchange Rate for such Component Currency on the Valuation Date with respect to each payment.

        (h)   For purposes of this Section 3.11 the following terms shall have the following meanings:

        A "Component Currency" shall mean any currency which, on the Conversion Date, was a component currency of the relevant currency unit.

        "Election Date" shall mean any date for any series of Securities as specified pursuant to Section 3.01(14) by which the written election referred to in Section 3.11(b) may be made, such date to be not later than the Regular Record Date for the earliest payment for which such election may be effective.

        A "Specified Amount" of a Component Currency shall mean the number of units of such Component Currency or fractions thereof which were represented in the relevant currency unit on the Conversion Date. If after the Conversion Date the official unit of any Component Currency is altered by way of combination or subdivision, the Specified Amount of such Component Currency shall be divided or multiplied in the same proportion. If after the Conversion Date two or more Component Currencies are consolidated into a single currency, the respective Specified Amounts of such Component Currencies shall be replaced by an amount in such single currency equal to the sum of the respective Specified Amounts of such consolidated Component Currencies expressed in such single currency, and such amount shall thereafter be a Specified Amount and such single currency shall thereafter be a Component Currency. If after the Conversion Date any Component Currency shall be divided into two or more currencies, the Specified Amount of such Component Currency shall be replaced by amounts of such two or more currencies, each of whose Dollar Equivalent at the Market Exchange Rate on the date of such replacement shall be equal to the Dollar Equivalent of the Specified Amount of such former Component Currency at the Market Exchange Rate on such date divided by the number of currencies into which such Component Currency was divided, and such amounts shall thereafter be Specified Amounts and such currencies shall thereafter be Component Currencies. If, on or after the Conversion Date of the relevant currency unit, a Conversion Event (other than any event referred to above in this definition of "Specified Amount") occurs with respect to any Component Currency of such currency unit and is continuing on the applicable Valuation Date, the Specified Amount of such Component Currency shall, for purposes of calculating the Dollar Equivalent of the Currency Unit, be converted into Dollars at the Market Exchange Rate in effect on the Conversion Date of such Component Currency.

        All decisions and determinations of the Currency Determination Agent regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency Unit, the Market Exchange Rate and changes in the Specified Amounts as specified above shall be in its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Issuer and the Senior Trustee for the appropriate series of Securities and all Holders of such Securities denominated or payable in the relevant currency or currency units. The Currency Determination Agent shall promptly give written notice to the Issuer and the Senior Trustee for the appropriate series of Securities of any such decision or determination.

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        In the event of a Conversion Event with respect to a Foreign Currency, the Issuer, after learning thereof, will immediately give written notice thereof to the Senior Trustee of the appropriate series of Securities and the Currency Determination Agent (and the Senior Trustee will promptly thereafter give notice in the manner provided in Section 1.06 to the Holders) specifying the Conversion Date. In the event of a Conversion Event with respect to the euro or any other currency unit in which Securities are denominated or payable, the Issuer, after learning thereof, will immediately give written notice thereof to the Senior Trustee of the appropriate series of Securities and the Currency Determination Agent (and the Senior Trustee will promptly thereafter give notice in the manner provided in Section 1.06 to the Holders) specifying the Conversion Date and the Specified Amount of each Component Currency on the Conversion Date. In the event of any subsequent change in any Component Currency as set forth in the definition of Specified Amount above, the Issuer, after learning thereof, will similarly give written notice to the Senior Trustee of the appropriate series of Securities and the Currency Determination Agent.

        The Senior Trustee of the appropriate series of Securities shall be fully justified and protected in relying and acting upon information received by it from the Issuer and the Currency Determination Agent and shall not otherwise have any duty or obligation to determine such information independently.

SECTION 3.12. Currency Determination Agent.

        (a)   Unless otherwise specified pursuant to Section 3.01, if and so long as the Securities of any series (i) are denominated in a currency unit or a currency other than Dollars or (ii) may be payable in a currency unit or a currency other than Dollars, or so long as it is required under any other provision of this Senior Indenture, then the Issuer will maintain with respect to each such series of Securities, or as so required, a Currency Determination Agent. The Issuer will cause the Currency Determination Agent to make the necessary foreign exchange determinations at the time and in the manner specified pursuant to Section 3.01 for the purpose of determining the applicable rate of exchange and for the purpose of converting the issued currency or currency unit into the applicable payment currency or currency unit for the payment of principal (and premium, if any) and interest, if any, pursuant to Section 3.11.

        (b)   The Issuer shall procure that no resignation of the Currency Determination Agent and no appointment of a successor Currency Determination Agent pursuant to this Section shall become effective until the acceptance of appointment by the successor Currency Determination Agent as evidenced by a written instrument delivered to the Issuer and the Senior Trustee of the appropriate series of Securities accepting such appointment executed by the successor Currency Determination Agent.

        (c)   If the Currency Determination Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Currency Determination Agent for any cause, with respect to the Securities of one or more series, the Issuer, by a Board Resolution, shall promptly appoint a successor Currency Determination Agent or Currency Determination Agents with respect to the Securities of that or those series (it being understood that any such successor Currency Determination Agent may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall only be one Currency Determination Agent with respect to the Securities of any particular series).

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SECTION 3.13. CUSIP or ISIN Numbers.

        The Issuer in issuing any series of the Securities may use CUSIP or ISIN numbers, if then generally in use, and thereafter with respect to such series, the Senior Trustee or Security Registrar may use such numbers in any notice of redemption with respect to such series provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption or otherwise, and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Senior Trustee of any change in the CUSIP or ISIN numbers.

SECTION 3.14. Authenticating Agents.

        From time to time the Senior Trustee for the Securities of any series may, subject to its sole discretion, and shall, upon receipt of an Issuer Order, and for such period as the Issuer shall elect, appoint one or more Authenticating Agents with respect to the Securities of such series, which may include any director or officer of the Issuer or any Affiliate or both of them, with power to act in the name of the Senior Trustee and subject to its discretion in the authentication and delivery of Securities of such series in connection with transfers and exchanges under Sections 3.04, 3.05, 3.06 and 11.07 as fully to all intents and purposes as though such Authenticating Agent had been expressly authorized by those Sections of this Senior Indenture to authenticate and deliver Securities of such series. For all purposes of this Senior Indenture, the authentication and delivery of such Securities of such series by an Authenticating Agent for such Securities pursuant to this Section shall be deemed to be authentication and delivery of such Securities "by the Senior Trustee" for the Securities of such series. Any such Authenticating Agent shall (except in the case of the Issuer, an Affiliate, or an officer or director of the Issuer or an Affiliate) at all times be a corporation organized and doing business under the laws of the United States or of any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by Federal, State or District of Columbia authority, as the case may be. If such corporation publishes reports of condition at least annually pursuant to law or the requirements of such supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent for any series of Securities shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

        Any Authenticating Agent for any series of Securities may resign at any time by giving written notice of resignation to the Senior Trustee for such series and to the Issuer. The Senior Trustee for any series of Securities may at any time and shall, upon an Issuer Request, terminate the appointment of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Issuer in the manner set forth in Section 1.05. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent for any series of Securities shall cease to be eligible under this Section, the Senior Trustee for such series may and shall, upon an Issuer Request, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Issuer and shall give written notice of such appointment to all Holders of Securities of such series in the manner set forth in Section 1.06. Any successor Authenticating Agent, upon acceptance of his appointment hereunder, shall become vested with all the rights, powers and duties of his predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

        The Issuer agrees to pay to any corporation of which any director or officer has been appointed as Authenticating Agent for such series from time to time reasonable compensation for such services.

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        If an appointment with respect to one or more series of Securities is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Senior Trustee's certificate of authentication, an alternate certificate of authentication substantially in the form specified in Section 2.02.

ARTICLE FOUR
SATISFACTION AND DISCHARGE

SECTION 4.01. Satisfaction and Discharge of Securities of any Series.

        (a)   The Issuer shall be deemed to have satisfied and discharged the entire indebtedness on all the Securities of any particular series and, so long as no Event of Default shall be continuing, the Senior Trustee for the Securities of such series, upon an Issuer Request and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of such indebtedness, when:

        (1)   either:

        (A)  all Securities of such series theretofore authenticated and delivered (other than (i) any Securities of such series which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 10.03) have been delivered to the Senior Trustee for the Securities of such series for cancellation; or

        (B)  except as otherwise specified pursuant to Section 3.01 for the Securities of such series, with respect to all Outstanding Securities of such series described in (A) above not theretofore so delivered to the Senior Trustee for the Securities of such series for cancellation:

        (i)    the Issuer has irrevocably deposited, or caused to be deposited, with the Senior Trustee for the Securities of such series as trust funds in trust an amount in the currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 of the Securities of such series and subject as to currency to Sections 3.11(b), 3.11(d) and 3.11(e), in which case the deposit to be made with respect to Securities for which an election has occurred pursuant to Section 3.11(b) or a Conversion Event has occurred as provided in Sections 3.11(d) and 3.11(e) shall be made in the currency or currency unit in which such Securities are payable as a result of such election or Conversion Event), sufficient (without consideration of any reinvestment thereof) to pay and discharge the entire indebtedness on all such Outstanding Securities of such series for unpaid principal (and premium, if any) and interest, if any, to the Stated Maturity or any Redemption Date as contemplated by Section 4.02, as the case may be; or

        (ii)   the Issuer has deposited, or caused to be deposited, with such Senior Trustee as obligations in trust such amount of U.S. Government Obligations as will, as evidenced by a Certificate of a Firm of Independent Public Accountants delivered to such Senior Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such series for unpaid principal (and premium, if any) and interest, if any, to the Stated Maturity or Redemption Date as contemplated by Section 4.02, as the case may be; or

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        (iii)  the Issuer has deposited, or caused to be deposited, with such Senior Trustee in trust an amount equal to the amount referred to in clause (i) or (ii) in any combination of currency or currency unit or U.S. Government Obligations and has delivered a Certificate of a Firm of Independent Public Accountants to such Senior Trustee verifying that such combination of funds and U.S. Government Obligations will be sufficient to pay and discharge the entire indebtedness on all Outstanding Securities of such series for unpaid principal (and premium, if any) and interest, if any, to the Stated Maturity or any Redemption Date as contemplated by Section 4.02, as the case may be, taking into account the predetermined and certain income to accrue on such U.S. Government Obligations (but without any consideration of any reinvestment thereof) and without taking consideration of any reinvestment of any such funds;

        (2)   the Issuer has paid or caused to be paid all other sums payable with respect to the Securities of such series;

        (3)   the Issuer has delivered to such Senior Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all Securities of such series have been complied with;

        (4)   if the Securities of such series are not to become due and payable at their Stated Maturity within one year of the date of a deposit pursuant to Section 4.01(a)(1)(B) or are not to be called for redemption within one year of the date of such deposit under arrangements satisfactory to such Senior Trustee as of the date of such deposit, then the Issuer shall have given, not later than the date of such deposit, notice of such deposit to the Holders of such Securities; and

        (5)   if the conditions set forth in Section 4.01(a)(1)(A) have not been satisfied, and unless otherwise specified pursuant to Section 3.01 for the Securities of such series, the Issuer has delivered to the Senior Trustee an Opinion of Counsel to the effect that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of this Senior Indenture there has been a change in applicable United States Federal income tax law, in either case to the effect that, and based upon which such Opinion of Counsel shall confirm that, the beneficial owners of Securities of such series will not recognize income, gain or loss for United States Federal income tax purposes as a result of such deposit, satisfaction and discharge and will be subject to United States Federal income tax on the same amount and in the same manner and at the same time as would have been the case if such deposit, satisfaction and discharge had not occurred.

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        (b)   Upon the satisfaction of the conditions set forth in this Section 4.01 with respect to all the Securities of any series, the terms and conditions of the Securities of such series, including the terms and conditions with respect thereto set forth in this Senior Indenture, as applicable shall no longer be binding upon, or applicable to, the Issuer, and the Holder of the Securities of such series shall look for payment only to the funds or obligations deposited with the Senior Trustee pursuant to Section 4.01(a)(1)(B); provided, however, that in no event shall the Issuer be discharged from (i) any payment obligations in respect of Securities of such series which are deemed not to be Outstanding under clause (3) of the definition thereof if such obligations continue to be valid obligations of the Issuer under applicable law, (ii) any obligations under Sections 4.02(b), 6.07 and 6.10 and (iii) any obligations under Sections 3.04, 3.05 and 3.06 (except that Securities of such series issued upon registration of transfer or exchange or in lieu of mutilated, destroyed, lost or stolen Securities shall not be obligations of the Issuer) and Sections 3.11, 5.16, 7.01 and 10.02; and provided, further, that in the event a petition seeking relief under any applicable Bankruptcy Law is filed and not discharged with respect to the Issuer within 123 days after the deposit, the entire indebtedness on all Securities of such series shall not be discharged, and in such event the Senior Trustee shall return such deposited funds or obligations as it is then holding to the Issuer upon an Issuer Request. Notwithstanding the satisfaction of the conditions set forth in this Section 4.01, with respect to all the Securities of any series not denominated in Dollars, upon the happening of any Conversion Event the indebtedness represented by such Securities shall be converted from the currency or currency unit in which such Security is payable into Dollars at the Dollar Equivalent of the Foreign Currency or the Dollar equivalent of the Currency Unit and the Issuer shall be obligated to make the payments in Dollars (or such other currency as set out in Section 3.11(e)) required by Section 3.11(d) or 3.11(e) to the extent that the Currency Determination Agent is unable to convert any Foreign Currency or currency unit so deposited with the Senior Trustee pursuant to Section 4.01(a)(1)(B) into the Dollar Equivalent of the Foreign Currency or the Dollar Equivalent of the Currency Unit, as the case may be. The Senior Trustee for such series of Securities shall return to the Issuer any non-converted funds or securities in its possession after such payments have been made.

SECTION 4.02. Application of Trust Money.

        (a)   All money and obligations deposited with the Senior Trustee for any series of Securities pursuant to Section 4.01 shall be held irrevocably in trust and shall be made under the terms of an escrow trust agreement in form satisfactory to such Senior Trustee. Such money and obligations shall be applied by such Senior Trustee, in accordance with the provisions of the Securities, this Senior Indenture and such escrow trust agreement, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as such Senior Trustee may determine, to the Persons entitled thereto, of the principal of (and premium, if any, on) and interest, if any, on the Securities for the payment of which such money and obligations have been deposited with such Senior Trustee. If Securities of any series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the Issuer shall make such arrangements as are satisfactory to the Senior Trustee for any series of Securities for the giving of notice of redemption by such Senior Trustee in the name, and at the expense, of the Issuer.

        (b)   The Issuer shall pay and shall indemnify the Senior Trustee for any series of Securities against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations deposited pursuant to Section 4.01 or the interest and principal received in respect of such U.S. Government Obligations other than any such tax, fee or other charge which by law is payable by or on behalf of Holders. The obligation of the Issuer under this Section 4.02(b) shall be deemed to be an obligation of the Issuer under Section 6.07(2).

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        (c)   Anything in this Article Four to the contrary notwithstanding, the Senior Trustee for any series of Securities shall deliver or pay to the Issuer from time to time upon an Issuer Request any money or U.S. Government Obligations held by it as provided in Section 4.01 which, as expressed in a Certificate of a Firm of Independent Public Accountants delivered to such Senior Trustee, are in excess of the amount thereof which would then have been required to be deposited for the purpose for which such money or U.S. Government Obligations were deposited or received.

SECTION 4.03. Satisfaction and Discharge of Senior Indenture.

        Upon compliance by the Issuer with the provisions of Section 4.01 as to the satisfaction and discharge of each series of Securities issued hereunder, and if the Issuer has paid or caused to be paid all other sums payable under this Senior Indenture, this Senior Indenture shall cease to be of any other effect (except as otherwise provided herein). Upon an Issuer Request and receipt of an Opinion of Counsel and an Officers' Certificate complying with the provisions of Section 1.02, the Senior Trustees for all series of Securities (at the expense of the Issuer) shall execute proper instruments acknowledging satisfaction and discharge of this Senior Indenture.

        Notwithstanding the satisfaction and discharge of this Senior Indenture, any obligations of the Issuer under Sections 3.04, 3.05, 3.06, 3.11, 4.02(b), 4.04, 5.16, 6.07, 6.10, 7.01 and 10.02 and the obligations of the Senior Trustee for any series of Securities under Section 4.02 shall survive.

SECTION 4.04. Reinstatement.

        If the Senior Trustee for any series of Securities is unable to apply any of the amounts (for purposes of this Section 4.04, "Amounts") or U.S. Government Obligations, as the case may be, described in Section 4.01(a)(1)(B)(i) or (ii), respectively, in accordance with the provisions of Section 4.01 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, each of the obligations of the Issuer under this Senior Indenture and the Securities of such series shall be revived and reinstated as though no deposit had occurred pursuant to Section 4.01 until such time as the Senior Trustee for such series is permitted to apply all such Amounts or U.S. Governmental Obligations, as the case may be, in accordance with the provisions of Section 4.01; provided, however, that if, due to the reinstatement of its rights or obligations hereunder, the Issuer has made any payment of principal of (or premium, if any, on) or interest, if any, on such Securities, the Issuer shall be subrogated to the rights of the Holders of such Securities to receive payment from such Amounts or U.S. Government Obligations, as the case may be, held by the Senior Trustee for such series.

ARTICLE FIVE
REMEDIES

SECTION 5.01. Events of Default.

        Unless otherwise provided for in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of a particular series of Securities, "Event of Default" wherever used herein with respect to any particular series of Securities means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

        (1)   the Issuer defaults in the timely payment of the principal of (or premium, if any, on) any Security of that series at its Maturity, or default is made on the payment of any interest due in respect of any Security of that series and, in each case such default continues for a period of 14 days from the due date for payment; or

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        (2)   the Issuer fails to perform or observe, or breaches any of its other covenants, obligations or warranties under this Senior Indenture in any material respect (other than an obligation which has expressly been included in this Senior Indenture solely for the benefit of series of Securities other than that series) or the Securities of that 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 the Issuer by the Senior Trustee, or to the Issuer and the Senior Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of such series, written notice specifying such default requiring the breach to be remedied; or

        (3)   either a court of competent jurisdiction issues an order which is not successfully appealed within 30 days, or an effective shareholders' resolution is validly adopted, for the winding up of the Issuer or the Principal Subsidiary (except, in the case of the Principal Subsidiary, for the purposes of, or in connection with a scheme of reconstruction, merger or amalgamation not involving bankruptcy or insolvency the terms of which have previously been approved in writing by the Holders of at least 75% in aggregate principal amount of the Outstanding Securities of that series or in the event of a voluntary winding up where surplus assets are available for distribution); or

        (4)   if either the Issuer or the Principal Subsidiary stop or threaten to stop payments to creditors generally or either the Issuer or the Principal Subsidiary ceases or threatens to cease to carry on its business or substantially the whole of the business of the Issuer or the Principal Subsidiary (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 principal amount of the Outstanding 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); or

        (5)   if an encumbrancer takes possession or an administrative or other receiver or an administrator is appointed of the whole or any substantial part of the undertaking, property and assets of the Issuer or the whole or any 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 the chattels or property of the Issuer or the whole or any 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; or

        (6)   if either the Issuer or the Principal Subsidiary is unable to pay its debts within the meaning of Section 123(2) of the Insolvency Act 1986 of the United Kingdom; or

        (7)   if the Indebtedness for Moneys Borrowed of the Issuer or the Indebtedness for Moneys Borrowed of the Principal Subsidiary, 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 therefore, or is so 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 the Issuer or the Principal Subsidiary has 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, the liability of the Issuer or the liability of the Principal Subsidiary, as the case may be, to make payment is not being contested in good faith; or

        (8)   if the Principal Subsidiary shall cease to be a Subsidiary, except pursuant to an amalgamation, reconstruction or winding up the terms of which have previously been approved in writing by Holders of at least 75% in aggregate principal amount of the outstanding Securities of that series or a voluntary solvent winding up where surplus assets are available for distribution.

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        The Issuer shall deliver to the Senior Trustee, as soon as practicable and, in any event, within thirty days after the Issuer becomes aware thereof, written notice of any Event of Default or event which, with the giving of notice or the lapse of time or both, would become an Event of Default.

SECTION 5.02. Acceleration of Maturity; Rescission and Annulment.

        If an Event of Default with respect to any particular series of Securities occurs and is continuing, the Senior Trustee for the Securities of such series or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series may exercise any right, power or remedy permitted by law, and shall have, in particular, without limiting the generality of the foregoing, the right to declare the entire principal amount of (including premium, if any, on), or (in the case of Discounted Securities) such lesser amount as may be provided for with respect to the Securities of such series, and unless otherwise provided in a Board Resolution or supplemental indenture pursuant to Section 3.01 hereof, any accrued but unpaid interest on, all the Outstanding Securities of that series to be due and payable immediately, by a notice in writing to the Issuer (and to the Senior Trustee if given by Holders). Upon any such declaration of acceleration such principal or such lesser amount, as the case may be, including premium, if any, thereon, together with any accrued interest and all other amounts owing thereunder and hereunder (with respect to such series of Securities), shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived.

        At any time after such a declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been obtained by the Senior Trustee for the Securities of any series as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series, by written notice to the Issuer and such Senior Trustee, may rescind and annul such declaration and its consequences provided:

        (1)   the Issuer has paid or deposited with such Senior Trustee a sum sufficient to pay:

        (A)  in the currency or currency unit in which that series of Securities is payable (except as provided in Sections 3.11(b), 3.11(d) and 3.11(e)), all overdue interest on all Securities of that series;

        (B)  in the currency or currency unit in which that series of Securities is payable (except as provided in Sections 3.11(b), 3.11(d) and 311(e)), the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon from the date such principal became due at a rate per annum equal to the rate borne by the Securities of such series (or, in the case of Discounted Securities, the Securities' Yield to Maturity), to the extent that the payment of such interest shall be legally enforceable;

        (C)  in the currency or currency unit in which that series of Securities is payable (except as provided in Sections 3.11(b), 3.11(d) and 311(e)), to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor or in the Securities of such series (or, unless otherwise specified pursuant to Section 3.01, in the case of Discounted Securities, the Securities' Yield to Maturity); and

        (D)  in Dollars, all sums paid or advanced by the Senior Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of such Senior Trustee, its agents and counsel and all other amounts then due to such Senior Trustee under Section 6.07;

        and

        (2)   all Events of Default with respect to the Securities of such series, other than the non-payment of the principal of (or premium, if any, on) Securities of that series which have become due solely by such acceleration, have been cured or waived as provided in Section 5.13.

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        No such rescission shall affect any subsequent default or impair any right consequent thereon.

SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by Senior Trustee.

        The Issuer covenants that if:

        (1)   default is made in the payment of any interest upon any Security of any series when such interest becomes due and payable and such default continues for a period of 14 days; or

        (2)   default is made in the timely payment of the principal of (or premium, if any, on) any Security of any series at its Maturity,

the Issuer will, upon demand of the Senior Trustee for the Securities of such series, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal (and premium, if any) and interest, if any, with interest upon the overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installments of interest at the rate or rates prescribed therefor in such Securities (or, unless otherwise specified pursuant to Section 3.01, in the case of Discounted Securities, the Securities' Yield to Maturity); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of such Senior Trustee, its agents and counsel.

        If the Issuer fails to pay such amounts forthwith upon such demand, such Senior Trustee, in its own name and as Senior Trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceedings to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer or any other obligor upon the Securities, wherever situated.

        If an Event of Default with respect to Securities of any particular series occurs and is continuing, the Senior Trustee for the Securities of such series may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of that series by such appropriate judicial proceedings as such Senior Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Senior Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 5.04. Senior Trustee May File Proofs of Claim.

        In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relating to the Issuer or any other obligor upon the Securities of any series or the property of the Issuer or of such other obligor or their creditors, the Senior Trustee for the Securities of such series (irrespective of whether the principal (or lesser amount in the case of Discounted Securities) of any Security of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether such Senior Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise:

        (1)   to file and prove a claim for the whole amount of principal (or lesser amount in the case of Discounted Securities) (and premium, if any) and interest, if any, owing and unpaid in respect of the Securities of such series and to file such other papers or documents as may be necessary or advisable in order to have the claims of such Senior Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of such Senior Trustee, its agents and counsel and all other amounts due to such Senior Trustee under Section 6.07) and of the Holders of the Securities of such series allowed in such judicial proceeding;

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        (2)   to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and

        (3)   unless prohibited by law or applicable regulations, to vote on behalf of the Holders of the Securities of such series in any election of a trustee in bankruptcy, liquidator or other persons performing similar functions;

and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Holder of Securities to make such payments to such Senior Trustee, and in the event that such Senior Trustee shall consent to the making of such payments directly to the Holders of Securities, to pay to such Senior Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of such Senior Trustee, its agents and counsel and any other amounts due such Senior Trustee under Section 6.07.

        Nothing herein contained shall be deemed to authorize the Senior Trustee for the Securities of any series to authorize or consent to or accept or adopt on behalf of any Holder of a Security any plan of reorganization, arrangement, adjustment or composition affecting the Securities of such series or the rights of any Holder thereof, or to authorize the Senior Trustee for the Securities of any series to vote in respect of the claim of any Holder in any such proceeding, except as aforesaid, for the election of a trustee in bankruptcy or other person performing similar functions.

SECTION 5.05. Senior Trustee May Enforce Claims Without Possession of Securities.

        All rights of action and claims under this Senior Indenture or the Securities of any series may be prosecuted and enforced by the Senior Trustee for the Securities of any series without the possession of any of the Securities of such series or the production thereof in any proceeding relating thereto, and any such proceeding instituted by such Senior Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of such Senior Trustee, its agents and counsel and all other amounts due to such Senior Trustee under Section 6.07, be for the ratable benefit of the Holders of the Securities of such series in respect of which such judgment has been recovered.

SECTION 5.06. Application of Money Collected.

        Any money collected by the Senior Trustee for the Securities of any series pursuant to this Article with respect to the Securities of such series shall be applied in the following order, at the date or dates fixed by such Senior Trustee and, in case of the distribution of such money on account of principal (or lesser amount in the case of Discounted Securities) (or premium, if any) or interest, if any, upon presentation of the Securities of such series and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

        First: To the payment of all amounts due such Senior Trustee under Section 6.07;

        Second: To the payment of the amounts then due and unpaid upon the Securities of such series for principal (or lesser amount in the case of Discounted Securities) of (and premium, if any, on) and interest, if any, on such Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal (or lesser amount in the case of Discounted Securities) (and premium, if any) and interest, if any, respectively; and

        Third: The balance, if any, to the Person or Persons entitled thereto.

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SECTION 5.07. Limitation on Suits.

        No Holder of any Security of any particular series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Senior Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless;

        (1)   an Event of Default with respect to that series shall have occurred and be continuing and such Holder shall have previously given written notice to the Senior Trustee for the Securities of such series of such Event of Default and the continuance thereof;

        (2)   the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series shall have made written request to the Senior Trustee for the Securities of such series to institute proceedings in respect of such Event of Default in its own name as Senior Trustee hereunder;

        (3)   such Holder or Holders have offered to such Senior Trustee indemnity satisfactory to the Senior Trustee against the costs, expenses and liabilities to be incurred in compliance with such request;

        (4)   such Senior Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

        (5)   no direction inconsistent with such written request has been given to such Senior Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more Holders of Securities of that series shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Senior Indenture to affect, disturb or prejudice the rights of any other Holders of Securities of that series, or to enforce any right under this Senior Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders of Securities of that series.

SECTION 5.08. Unconditional Right of Holders to Receive Principal (and Premium, if any) and Interest, if any.

        Notwithstanding any other provision in this Senior Indenture, the Holder of any Security shall have the right which is absolute and unconditional to receive payment of the principal of (and premium, if any, on) and (subject to Section 3.07) interest, if any, on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment and such right shall not be impaired without the consent of such Holder.

SECTION 5.09. Restoration of Rights and Remedies.

        If the Senior Trustee for the Securities of any series or any Holder of a Security has instituted any proceeding to enforce any right or remedy under this Senior Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to such Senior Trustee or to such Holder, then and in every such case the Issuer, such Senior Trustee and the Holders of Securities shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of such Senior Trustee and such Holders shall continue as though no such proceeding had been instituted.

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SECTION 5.10. Rights and Remedies Cumulative.

        Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Senior Trustee for the Securities of any series or to the Holders of Securities is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.11. Delay or Omission Not Waiver.

        No delay or omission of the Senior Trustee for the Securities of any series or of any Holder of any Security of such series to exercise any right or remedy accruing upon any Event of Default with respect to the Securities of such series shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to such Senior Trustee for the Securities of any series or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by such Senior Trustee or by the Holders, as the case may be.

SECTION 5.12. Control by Holders.

        Subject to Section 6.03, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any particular series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Senior Trustee for the Securities of such series with respect to the Securities of that series or exercising any trust or power conferred on such Senior Trustee with respect to such Securities; provided that:

        (1)   the Senior Trustee may refuse to follow any direction in conflict with any rule of law or with this Senior Indenture;

        (2)   the Senior Trustee need not take any action which might involve it in personal liability; and

        (3)   such Senior Trustee may take any other action deemed proper by such Senior Trustee which is not inconsistent with such direction.

SECTION 5.13. Waiver of Past Defaults.

        The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any particular series may on behalf of the Holders of all the Securities of that series waive any past default hereunder with respect to that series and its consequences, except:

        (1)   a default in the payment of the principal of (or premium, if any, on) or interest, if any, on any Security of that series; or

        (2)   a default with respect to a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of that series affected.

        Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Senior Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

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SECTION 5.14. Undertaking for Costs.

        All parties to this Senior Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Senior Indenture or in any suit against the Senior Trustee for the Securities of any series for any action taken or omitted by it as Senior Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall (subject to applicable laws) not apply to any suit instituted by the Senior Trustee for the Securities of any series, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in aggregate principal amount of the Outstanding Securities of any particular series or to any suit instituted by any Holder of any Security for the enforcement of the payment of the principal of (or premium, if any, on) or interest, if any, on any Security of such series on or after the respective Stated Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date) or the date such Security becomes due and payable as expressed herein.

SECTION 5.15. Waiver of Stay or Extension Laws.

        The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Senior Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Senior Trustee for any series of Securities, but will suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 5.16. Judgment Currency.

        If, for the purpose of obtaining a judgment in any court with respect to any obligation of the Issuer hereunder or under any Security, it shall become necessary to convert into any other currency or currency unit any amount in the currency or currency unit due hereunder or under such Security, then such conversion shall be made by the Issuer or the Currency Determination Agent at the Market Exchange Rate as in effect on the date of entry of the judgment (the "Judgment Date"). If pursuant to any such judgment, conversion shall be made on a date (the "Substitute Date") other than the Judgment Date and there shall occur a change between the Market Exchange Rate as in effect on the Judgment Date and the Market Exchange Rate as in effect on the Substitute Date, the Issuer agrees to pay such additional amounts (if any) as may be necessary to ensure that the amount paid is equal to the amount in such other currency or currency unit which, when converted at the Market Exchange Rate as in effect on the Judgment Date, is the amount due hereunder or under such Security. Any amount due from the Issuer under this Section 5.16 shall be due as a separate debt and is not to be affected by or merged into any judgment being obtained for any other sum due hereunder or in respect of any Security, as the case may be. In no event, however, shall the Issuer be required to pay more in the currency or currency unit due hereunder or under such Security at the Market Exchange Rate as in effect on the Judgment Date than the amount of currency or currency unit stated to be due hereunder or under such Security so that in any event the obligations of the Issuer hereunder or under such Security will be effectively maintained as obligations in such currency or currency unit, and the Issuer shall be entitled to withhold (or be reimbursed for, as the case may be) any excess of the amount actually realized upon any such conversion on the Substitute Date over the amount due and payable on the Judgment Date.

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ARTICLE SIX
THE SENIOR TRUSTEE

SECTION 6.01. Certain Duties and Responsibilities.

        (a)   Except during the continuance of an Event of Default with respect to the Securities of any series for which the Senior Trustee is serving as such:

        (1)   such Senior Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Senior Indenture, and no implied covenants or obligations shall be read into this Senior Indenture against such Senior Trustee; and

        (2)   in the absence of bad faith on its part, such Senior Trustee may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, upon certificates or opinions furnished to such Senior Trustee and conforming to the requirements of this Senior Indenture; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to such Senior Trustee, such Senior Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Senior Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

        (b)   In case an Event of Default with respect to a series of Securities has occurred and is continuing, the Senior Trustee for the Securities of such series shall exercise such of the rights and powers vested in it by this Senior Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his 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 unless such Holder shall have offered to the Senior Trustee security and indemnity reasonably 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.

        (c)   No provision of this Senior Indenture shall be construed to relieve the Senior Trustee for Securities of any series from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

        (1)   this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;

        (2)   such Senior Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Senior Trustee was negligent in ascertaining the pertinent facts;

        (3)   such Senior Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with a direction received by it pursuant to Section 5.02, 5.07, 5.12 or 5.13 or exercising any trust or power conferred upon such Senior Trustee under this Senior Indenture with respect to the Securities of that series; and

        (4)   no provision of this Senior Indenture shall require the Senior Trustee for any series of Securities to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.

        (d)   Whether or not therein expressly so provided, every provision of this Senior Indenture relating in any way to the Senior Trustee for any series of Securities shall be subject to the provisions of this Section.

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SECTION 6.02. Notice of Default.

        Within 90 days after the occurrence of any default hereunder with respect to Securities of any particular series, the Senior Trustee for the Securities of such series shall give to Holders of Securities of that series, in the manner set forth in Section 1.06, notice of such default if actually known to such Senior Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any, on) or interest, if any, on any Security of that series, such Senior Trustee shall be protected in withholding such notice if and so long as it determines in good faith that the withholding of such notice is in the interests of the Holders of Securities of that series. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of that series.

SECTION 6.03. Certain Rights of Senior Trustee.

        Except as otherwise provided in Section 6.01:

        (1)   the Senior Trustee for any series of Securities may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, discretion, consent, order, bond, debenture, coupon or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

        (2)   any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order, as the case may be, and any resolution of the Board of Directors of the Issuer may be sufficiently evidenced by a Board Resolution;

        (3)   whenever in the administration of this Senior Indenture such Senior Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, such Senior Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers' Certificate;

        (4)   such Senior Trustee may consult with counsel of its selection and the advice or opinion of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

        (5)   such Senior Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Senior Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Senior Indenture for which it is acting as Senior Trustee, unless such Holders shall have offered to such Senior Trustee security or indemnity satisfactory to the Senior Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction;

        (6)   such Senior Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document, but such Senior Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if such Senior Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney;

        (7)   such Senior Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and such Senior Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

        (8)   such Senior Trustee shall have no duties or responsibilities with respect to and shall have no liability for the actions taken or the failures to act of any other Senior Trustees appointed hereunder;

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        (9)   such Senior Trustee shall not be liable for any action taken, suffered or omitted to be taken in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Senior Indenture;

        (10) the Senior Trustee shall not be deemed to have notice or knowledge of any default or Event of Default unless a Responsible Officer of the Senior Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default or Event of Default is received by the Senior Trustee at its Corporate Trust Office and such notice references the Securities and this Senior Indenture; and

        (11) the rights, privileges, protections, immunities and benefits given to the Senior Trustee, including, without limitation, its right to be indemnified, are extended to and shall be enforceable by, the Senior Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

        (12) before the Senior Trustee acts or refrains from acting, the Senior Trustee may request that the Issuer deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Senior Indenture, which Officers' Certificate may be signed by any Person authorized to sign an Officers' Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded.

SECTION 6.04. Not Responsible for Recitals or Issuance of Securities.

        The recitals and statements contained herein (except the description of the Senior Trustee) and in the Securities (except the Senior Trustee's certificates of authentication) shall be taken as the recitals of and statements of the Issuer, and the Senior Trustee for any series of Securities assumes no responsibility for their correctness. The Senior Trustee for any series of Securities shall not be responsible for and makes no representations as to the validity or sufficiency of this Senior Indenture or of the Securities (except the Senior Trustee's certificates of authentication thereof) of any series. The Senior Trustee for any series of Securities shall not be accountable for the use or application by the Issuer of the Securities or the proceeds thereof. The Senior Trustee shall have no duty to ascertain or inquire as to the performance of the Issuer's covenants in Article Ten hereof or otherwise established by the terms of any Security.

SECTION 6.05. May Hold Securities.

        The Senior Trustee for any series of Securities, any Paying Agent, Security Registrar or any other agent of the Issuer or such Senior Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the Issuer with the same rights it would have if it were not such Senior Trustee, Paying Agent, Security Registrar or such other agent.

SECTION 6.06. Money Held in Trust.

        Money held by the Senior Trustee for any series of Securities (in any of its capacities hereunder, including as Senior Trustee, Securities Registrar or Paying Agent) in trust hereunder need not be segregated from other funds except to the extent required by law. The Senior Trustee for any series of Securities (in any of its capacities hereunder, including as Senior Trustee, Securities Registrar or Paying Agent) shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Issuer.

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SECTION 6.07. Compensation and Reimbursement.

        The Issuer agrees:

        (1)   to pay to the Senior Trustee for any series of Securities from time to time such compensation for all services rendered by it hereunder as the Issuer and the Senior Trustee shall mutually agree upon in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

        (2)   except as otherwise expressly provided herein, to reimburse the Senior Trustee for any series of Securities upon its request for all reasonable expenses, disbursements and advances incurred or made by such Senior Trustee in accordance with any provision of this Senior Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; and

        (3)   to indemnify such Senior Trustee for, and to hold it harmless against, any loss, liability or reasonable expense incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim (whether assented to by the Issuer, any Holder or otherwise) or liability in connection with the exercise or performance of any of its powers or duties hereunder.

        As security for the performance of the obligations of the Issuer under this Section the Senior Trustee for any series of Securities shall have a lien prior to the Securities upon all property and funds held or collected by such Senior Trustee as such, except funds held in trust for the payment of principal of (or premium, if any, on) or interest, if any on particular Securities.

        Without prejudice to any other rights available to the Senior Trustee under applicable law, when the Senior Trustee incurs expenses (including the reasonable fees and expense of its counsel) or renders services after an Event of Default specified in Section 5.01(3), (4), (5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

        The rights of the Senior Trustee under this Section 6.07 shall survive the resignation or removal of the Senior Trustee, the payment in full of the Securities for which it is the Senior Trustee, the discharge of this Senior Indenture, and the termination hereof.

SECTION 6.08. Disqualification; Conflicting Interests.

        The Senior Trustee for the Securities shall be subject to the provisions of Section 310(b) of the Trust Indenture Act during the period of time required thereby. Nothing herein shall prevent the Senior Trustee from filing with the Commission the application referred to in the penultimate paragraph of Section 310(b) of the Trust Indenture Act. In determining whether the Senior Trustee has a conflicting interest as defined in Section 310(b) of the Trust Indenture Act with respect to the Securities of any series, there shall be excluded Securities of any particular series of Securities other than that series. If the Senior Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Senior Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Senior Indenture.

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SECTION 6.09. Corporate Senior Trustee Required; Different Senior Trustees for Different Series; Eligibility.

        There shall at all times be a Senior Trustee hereunder which shall be:

        (1)   a corporation organized and doing business under the laws of the United States of America, any state thereof, or the District of Columbia, authorized under such laws to exercise corporate trust power and subject to supervision or examination by Federal or State authority; or

        (2)   a corporation or other Person organized and doing business under the laws of a foreign government that is permitted to act as Senior Trustee pursuant to a rule, regulation, or other order of the Commission, authorized under such laws to exercise corporate trust powers,

and which shall have at all times a combined capital and surplus of at least $50,000,000. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. None of the Issuer, any other obligor upon the Securities or any Person directly or indirectly controlling, controlled by, or under common control with the Issuer or any other obligor upon the Securities shall serve as Senior Trustee for any of the Securities. A different Senior Trustee may be appointed by the Issuer for any series of Securities prior to the issuance of such Securities. If the initial Senior Trustee for any series of Securities is to be other than Wilmington Trust Company, the Issuer and such Senior Trustee shall, prior to the issuance of such Securities, execute and deliver an indenture supplemental hereto, which shall provide for the appointment of such Senior Trustee as Senior Trustee for the Securities of such series and shall add to or change any of the provisions of this Senior Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Senior Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Senior Trustees co-Senior Trustees of the same trust and that each such Senior Trustee shall be Senior Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Senior Trustee. If at any time the Senior Trustee for the Securities of any series shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereunder specified in this Article.

SECTION 6.10. Resignation and Removal; Appointment of Successor.

        (a)   No resignation or removal of the Senior Trustee for the Securities of any series and no appointment of a successor Senior Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Senior Trustee in accordance with the applicable requirements of Section 6.11.

        (b)   The Senior Trustee for the Securities of any series may resign at any time with respect to the Securities of such series by giving written notice thereof to the Issuer. If the instrument of acceptance by a successor Senior Trustee required by Section 6.11 shall not have been delivered to the Senior Trustee for the Securities of such series within 30 days after the giving of such notice of resignation, the resigning Senior Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Senior Trustee with respect to the Securities of such series.

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        (c)   The Senior Trustee for the Securities of any series may be removed at any time with respect to the Securities of such series by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series, delivered to such Senior Trustee and to the Issuer. If the instrument of acceptance by a successor Senior Trustee required by Section 6.11 shall not have been delivered to the Senior Trustee for the Securities of such series within 30 days after the Act of Holders giving effect to such removal, the Senior Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Senior Trustee with respect to the Securities of such series.

        (d)   If at any time:

        (1)   the Senior Trustee for the Securities of any series shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 hereof after written request therefor by the Issuer or by any Holder who has been a bona fide Holder of a Security of such series for at least six months, unless the Senior Trustee's duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act; or

        (2)   such Senior Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Issuer or by any such Holder; or

        (3)   such Senior Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of such Senior Trustee or of its property shall be appointed or any public officer shall take charge or control of such Senior Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or

        (4)   if an administrative or other receiver or an administrator or other similar official is appointed in relation to such Senior Trustee, or in relation to the whole or a material part of the assets of such Senior Trustee, or an encumbrancer takes possession of the whole or a material part of the assets of such Senior Trustee, or a distress or execution or other process is levied or enforced upon or sued out against the whole or a material part of the assets of such Senior Trustee, or if such Senior Trustee shall commence a voluntary case or proceeding under any applicable Bankruptcy Law, or any other case or proceeding to be adjudicated as bankrupt or insolvent, or such Senior Trustee shall consent to the appointment of or taking possession by a receiver, custodian, liquidator, assignee, trustee, sequestrator (or other similar official) of such Senior Trustee or its property or affairs, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall take corporate action in furtherance of any such action;

then, in any such case, (i) the Issuer by a Board Resolution may remove such Senior Trustee or (ii) subject to Section 5.14, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of such Senior Trustee and the appointment of a successor Senior Trustee.

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        (e)   If the Senior Trustee for the Securities of any series shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Senior Trustee for the Securities of any series for any cause, the Issuer, by a Board Resolution, shall promptly appoint a successor Senior Trustee with respect to the Securities of such series and shall comply with the applicable requirements of Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Senior Trustee with respect to the Securities of such series shall be appointed by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series delivered to the Issuer and the retiring Senior Trustee, the successor Senior Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Senior Trustee for the Securities of such series and supersede the successor Senior Trustee appointed by the Issuer. If no successor Senior Trustee for the Securities of such series shall have been so appointed by the Issuer or the Holders and shall have accepted appointment in the manner required by Section 6.11, and if such Senior Trustee is still incapable of acting, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Senior Trustee with respect to the Securities of such series.

        (f)    The Issuer shall give notice of each resignation and each removal of the Senior Trustee with respect to the Securities of any series and each appointment of a successor Senior Trustee with respect to the Securities of any series in the manner and to the extent provided in Section 1.06. Each notice shall include the name of the successor Senior Trustee with respect to the Securities of that series and the address of its Corporate Trust Office.

SECTION 6.11. Acceptance of Appointment by Successor.

        (a)   Every successor Senior Trustee appointed hereunder with respect to the Securities of any series shall execute, acknowledge and deliver to the Issuer and to the retiring Senior Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Senior Trustee shall become effective and such successor Senior Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Senior Trustee; but, on the request of the Issuer or the successor Senior Trustee, such retiring Senior Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Senior Trustee all the rights, powers and trusts of the retiring Senior Trustee and shall duly assign, transfer and deliver to such successor Senior Trustee all property and money held by such retiring Senior Trustee hereunder, subject to the lien provided by Section 6.07.

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        (b)   In case of the appointment hereunder of a successor Senior Trustee with respect to the Securities of one or more (but not all) series, the Issuer, the retiring Senior Trustee and each successor Senior Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Senior Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer to, and to vest in, each successor Senior Trustee all the rights, powers, trusts and duties of the retiring Senior Trustee with respect to the Securities of that or those series to which the appointment of such successor Senior Trustee relates, (ii) if the retiring Senior Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Senior Trustee with respect to the Securities of that or those series as to which the retiring Senior Trustee is not retiring shall continue to be vested in the retiring Senior Trustee and (iii) shall add to or change any of the provisions of this Senior Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Senior Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Senior Trustees co-Senior Trustees of the same trust and each such Senior Trustee shall be Senior Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Senior Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Senior Trustee shall become effective to the extent provided therein and each such successor Senior Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Senior Trustee with respect to the Securities of that or those series to which the appointment of such successor Senior Trustee relates, subject to the lien provided by Section 6.07; but, on request of the Issuer or any successor Senior Trustee, such retiring Senior Trustee shall duly assign, transfer and deliver to such successor Senior Trustee all property and money held by such retiring Senior Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Senior Trustee relates, subject to the lien provided by Section 6.07.

        (c)   Upon request of any such successor Senior Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Senior Trustee all such rights, powers and trusts referred to in Subsections (a) or (b) of this Section, as the case may be.

        (d)   No successor Senior Trustee shall accept its appointment unless at the time of such acceptance such successor Senior Trustee for the Securities of any series shall be qualified and eligible under this Article.

SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business.

        Any corporation into which the Senior Trustee for the Securities of any series may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Senior Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of such Senior Trustee, shall be the successor of such Senior Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Senior Trustee or the Authenticating Agent for such series then in office, any successor by merger, conversion or consolidation to such authenticating Senior Trustee, or any successor Authenticating Agent, as the case may be, may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Senior Trustee or successor Authenticating Agent had itself authenticated such Securities.

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SECTION 6.13. Preferential Collection of Claims Against the Issuer.

        If and when the Senior Trustee for Securities of any series shall be or become a creditor of the Issuer (or any other obligor upon the Securities of such series), the Senior Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Issuer (or any such other obligor).

ARTICLE SEVEN
HOLDERS' LISTS AND REPORTS BY SENIOR TRUSTEE AND ISSUER

SECTION 7.01. Issuer to Furnish Senior Trustee Names and Addresses of Holders.

        With respect to each particular series of Securities, the Issuer will furnish or cause to be furnished to the Senior Trustee for the Securities of such series:

        (1)   at least semi-annually and, if applicable, not more than 15 days after each Regular Record Date relating to that series (or, if there is no Regular Record Date relating to that series, on June 30 and December 31), a list, in such form as such Senior Trustee may reasonably require, containing all the information in the possession or control of the Issuer or any of its Paying Agents as to the names and addresses of the Holders of that series as of such dates, excluding from any such list all the information already in the possession or control of the Senior Trustee which was received by such Senior Trustee acting in any capacity with respect to such series of Securities; and

        (2)   at such other times as such Senior Trustee or Principal Paying Agent may request in writing, within 30 days after the receipt by the Issuer of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished, excluding from any such list all the information already in the possession or control of the Senior Trustee which was received by such Senior Trustee acting in any capacity with respect to such series of Securities.

SECTION 7.02. Preservation of Information; Communications to Holders.

        (a)   The Senior Trustee for each series of Securities shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of the Securities of such series contained in the most recent lists furnished to such Senior Trustee as provided in Section 7.01 and the names and addresses of Holders of the Securities of such series received by such Senior Trustee in its capacity as Security Registrar for such series, if so acting. The Senior Trustee for each series of Securities may destroy any list relating to such series of Securities furnished to it as provided in Section 7.01 upon receipt of a new list relating to such series so furnished.

        (b)   If three or more Holders of Securities of any particular series (hereinafter referred to as "applicants") apply in writing to the Senior Trustee for the Securities of any such series, and furnish to such Senior Trustee reasonable proof that each such applicant has owned a Security of that series for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Securities of that series with respect to their rights under this Senior Indenture or under the Securities of that series and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then such Senior Trustee shall, within five Business Days after the receipt of such application, at its election, either:

        (1)   afford such applicants access to the information preserved at the time by such Senior Trustee in accordance with Section 7.02(a); or

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        (2)   inform such applicants as to the approximate number of Holders of Securities of that series whose names and addresses appear in the information preserved at the time by such Senior Trustee in accordance with Section 7.02(a), and as to the approximate cost of mailing to such Holders the form of proxy or other communication, if any, specified in such application.

        If any such Senior Trustee shall elect not to afford such applicants access to that information, such Senior Trustee shall, upon the written request of such applicants, mail to each Holder of Securities of that series whose name and address appears in the information preserved at the time by such Senior Trustee in accordance with Section 7.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to such Senior Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days after such tender, such Senior Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of such Senior Trustee, such mailing would be contrary to the best interests of the Holders of Securities of that series or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, such Senior Trustee shall mail copies of such material to all such Holders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise such Senior Trustee shall be relieved of any obligation or duty to such applicants respecting their application.

        (c)   Every Holder of Securities of each series, by receiving and holding the same, agrees with the Issuer and the Senior Trustee for the Securities of such series that none of the Issuer, such Senior Trustee or any of their agents shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of the Securities of such series in accordance with Section 7.02(b), regardless of the source from which such information was derived, and that the Senior Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 7.02(b).

SECTION 7.03. Reports by Senior Trustee.

        (a)   Within 60 days after May 15 of each year commencing with the year following the first issuance of Securities, the Senior Trustee for the Securities of each series shall transmit by mail to all Holders of the Securities of such series, in the manner and to the extent provided in Section 313 of the Trust Indenture Act, a brief report dated as of each such May 15 if required by the Trust Indenture Act

        (b)   A copy of each such report shall, at the time of such transmission to Holders of Securities of any series, be filed by the Senior Trustee for the Securities of such series with each Stock Exchange, with the Commission and with the Issuer. The Issuer will notify such Senior Trustee when such series of Securities is listed on any Stock Exchange.

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SECTION 7.04. Reports by Issuer.

        The Issuer will:

        (1)   file with the Senior Trustee for the Securities of such series, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Issuer is not required to file information, documents or reports pursuant to either of said Sections, then it will file with such Senior Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

        (2)   file with the Senior Trustee for the Securities of such series and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents, and reports with respect to compliance by the Issuer, with the conditions and covenants of this Senior Indenture as may be required from time to time by such rules and regulations; and

        (3)   transmit by mail to all Holders of Securities of each series, as provided in Section 313(c) of the Trust Indenture Act, within 30 days after the filing thereof with the Senior Trustee for the Securities of such, series, such summaries of any information, documents and reports required to be filed by the Issuer pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission; provided that the delivery of such reports, information and documents to the Senior Trustee is for informational purposes only and the Senior Trustee's receipt of such shall not constitute notice, constructive or otherwise, of any information contained therein or determinable therefrom, including the Issuer's compliance with any of its covenants hereunder or under any Securities (as to which the Senior Trustee is entitled to rely exclusively on Officers' Certificates).

ARTICLE EIGHT
CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

SECTION 8.01. Issuer May Consolidate, Etc., Only on Certain Terms.

        So long as any Security remains Outstanding, the Issuer shall not consolidate or amalgamate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person unless:

        (1)   the corporation formed by such consolidation or amalgamation or into which the Issuer is merged, or the Person which acquires, leases or is the transferee of or recipient of the conveyance or transfer, of substantially all of the properties and assets of the Issuer as an entirety shall

        (A)  be a corporation or other Person organized and validly existing under the laws of any country that is a member of the Organisation for Economic Co-operation and Development (as the same may be constituted from time to time); and

        (B)  expressly assume, by an indenture supplemental hereto, executed and delivered to the Senior Trustee for each series of Securities, in form reasonably satisfactory to each such Senior Trustee, with any amendments or revisions necessary to take account of the jurisdiction in which any such corporation or Person is organized (if other than England and Wales),

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        (i)    the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on, and any sinking fund payment in respect of, all of the Securities,

        (ii)   the performance of every covenant of this Senior Indenture and of all the Securities on the part of the Issuer to be performed,

        (iii)  such assumption shall provide that such corporation or Person shall pay to the Holder of any Securities such additional amounts as may be necessary in order that every net payment of the principal of (and premium, if any, on) and interest, if any, on such Securities will not be less than the amounts provided for in the Securities to be then due and payable, and

        (iv)  with respect to (iii) above such obligation shall extend to any deduction or withholding for or on account of any present or future tax, assessment or governmental charge imposed upon such payment by the United Kingdom or the country in which any such corporation or Person is organized or any district, municipality or other political subdivision or taxing authority thereof (subject to the limitations set forth in Section 10.08 in respect of the payment of additional amounts as applied to such country);

        (2)   immediately after giving effect to such transaction, no Event of Default with respect to any series of Securities, and no event which, after notice or lapse of time or both, would become an Event of Default with respect to any series of Securities, shall have occurred and be continuing; and

        (3)   the Issuer has delivered to the Senior Trustee for each series of Securities an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, amalgamation, merger, conveyance, transfer or lease and such supplemental indenture evidencing the assumption by such corporation or Person comply with this Senior Indenture and that all conditions precedent provided for in this Senior Indenture relating to such transaction have been complied with.

SECTION 8.02. Successor Corporation Substituted.

        Upon any consolidation, amalgamation or merger, or any conveyance, transfer or lease of the properties and assets of the Issuer substantially as an entirety in accordance with Section 8.01, the successor corporation formed by such consolidation or amalgamation or into which the Issuer is merged or the Person to which such conveyance or transfer or with which such lease is made shall succeed to, and be substituted for, and may exercise every right and power of the Issuer under this Senior Indenture with the same effect as if such successor corporation or Person had been named as the Issuer herein, and thereafter, except in the case of a lease, the predecessor corporation shall be relieved of all obligations and covenants under this Senior Indenture or the Securities, as the case may be.

ARTICLE NINE
SUPPLEMENTAL INDENTURES

SECTION 9.01. Supplemental Senior Indentures Without Consent of Holders.

        Without the consent of any Holders of Securities, the Issuer, when authorized by a Board Resolution and the Senior Trustee or Senior Trustees for the Securities of any or all series, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the relevant Senior Trustee or Senior Trustees, for any of the following purposes:

        (1)   to evidence the succession of another corporation to the Issuer and the assumption by any such successor of the covenants of the Issuer herein and contained in the Securities; or

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        (2)   to add to the covenants of the Issuer, for the benefit of the Holders of all or any particular series of Securities (and, if such covenants are to be for the benefit of fewer than all series of Securities, stating that such covenants are being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Senior Trustee for the Securities of any such series or otherwise secure any such series of the Securities or to surrender any right or power herein conferred upon the Issuer; or

        (3)   to add any additional Events of Default with respect to any or all series of Securities (and, if any such Event of Default applies to fewer than all series of Securities, stating each series to which such Event of Default applies); provided that any such additional Event of Default would not cause any such series of Securities to be in default immediately upon any such addition; or

        (4)   to change or eliminate any restrictions on the payment of principal of or any premium or interest on Securities or to provide (subject to applicable laws) for the issuance of uncertificated Securities of any series in addition to or in place of any certificated Securities and to make all appropriate changes for such purposes; provided, however, that any such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or

        (5)   to change or eliminate any of the provisions of this Senior Indenture; provided, however, that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or

        (6)   to evidence and provide for the acceptance of appointment hereunder of a Senior Trustee, other than Wilmington Trust Company, for a series of Securities and to add to or change any of the provisions of this Senior Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Senior Trustee, pursuant to the requirements of Section 6.09; or

        (7)   to evidence and provide for the acceptance of appointment hereunder by a successor Senior Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Senior Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Senior Trustee, pursuant to the requirements of Section 6.11(b); or

        (8)   to add to the conditions, limitations and restrictions on the authorized amount, form, terms or purposes of issue, authentication and delivery of Securities, as herein set forth, with such other conditions, limitations and restrictions thereafter to be observed; or

        (9)   to supplement any of the provisions of this Senior Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Section 4.01; provided, however, that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect; or

        (10) to add to or change or eliminate any provisions of this Senior Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act or any rules and regulations of the Commission; or

        (11) to cure any ambiguity or defect, to correct or amend or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Senior Indenture; provided, that any such action shall not adversely affect the interests of the Holders of Securities of any particular series in any material respect; or

        (12) to establish the terms of a series of Securities to be issued hereunder pursuant to, and in accordance with, Section 3.01.

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SECTION 9.02. Supplemental Senior Indentures With Consent of Holders.

        The Issuer, when authorized by a Board Resolution, and the Senior Trustee or Senior Trustees for the Securities of any or all series may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Senior Indenture or of modifying in any manner the rights of the Holders of such Securities under this Senior Indenture, but only with the consent of the Holders of more than 50% in aggregate principal amount of the Outstanding Securities of each series of Securities then Outstanding affected thereby, in each case by Act of said Holders of Securities of each such series delivered to the Issuer and the Senior Trustee for Securities of each such series; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:

        (1)   change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon, if any, or any premium or principal payable upon the redemption thereof, or change any obligation of the Issuer to pay additional amounts pursuant to Sections 5.16 and 10.08 (except as contemplated by Section 8.01(1) and permitted by Section 9.01(1)) or reduce the amount of the principal of a Discounted Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or change the currency or currency unit in which, any Security or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); or

        (2)   reduce the percentage in aggregate principal amount of the Outstanding Securities of any particular series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Senior Indenture or certain defaults hereunder and their consequences that is provided for in this Senior Indenture; or

        (3)   change any obligation of the Issuer to maintain an office or agency in the places and for the purposes specified in Section 10.02; or

        (4)   modify any of the provisions of this Section or Sections 5.13 or 10.07, except to increase any specified percentage in aggregate principal amount required for any actions by Holders or to provide that certain other provisions of this Senior Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby.

        A supplemental indenture which changes or eliminates any covenant or other provision of this Senior Indenture which has expressly been included solely for the benefit of one or more particular series of Securities or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Senior Indenture of the Holders of Securities of any other series.

        It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

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SECTION 9.03. Execution of Supplemental Senior Indentures.

        In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Senior Indenture, the Senior Trustee for any series of Securities shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Senior Indenture. The Senior Trustee for any series of Securities may, but shall not (except to the extent required in the case of a supplemental indenture entered into under Section 9.01(6) or (7)) be obligated to, enter into any such supplemental indenture which affects such Senior Trustee's own rights, liabilities, duties or immunities under this Senior Indenture or otherwise.

SECTION 9.04. Effect of Supplemental Senior Indentures.

        Upon the execution of any supplemental indenture under this Article, this Senior Indenture shall be modified in accordance therewith and such supplemental indenture shall form a part of this Senior Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 9.05. Conformity With Trust Indenture Act.

        Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.

SECTION 9.06. Reference in Securities to Supplemental Senior Indentures.

        Securities of any particular series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Senior Trustee for the Securities of such series, bear a notation in form approved by such Senior Trustee as to any matter provided for in such supplemental indenture. If the Issuer shall so determine, new Securities of any series so modified as to conform, in the opinion of the Senior Trustee for the Securities of such series and the Boards of Directors of the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and such Securities may be authenticated and delivered by such Senior Trustee for the Securities of such series in exchange for Outstanding Securities of such series.

ARTICLE TEN
COVENANTS

SECTION 10.01. Payment of Principal (and Premium, if any) and Interest, if any.

        The Issuer agrees, for the benefit of each particular series of Securities, that it will duly and punctually pay in the currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except as provided in Sections 3.11(b), 3.11(d) and 3.11(e)) the principal of, and premium, if any, on and interest, if any, on that series of Securities in accordance with the terms of the Securities of such series and this Senior Indenture.

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SECTION 10.02. Maintenance of Office or Agency.

        The Issuer will maintain in the Borough of Manhattan, The City of New York, and in each Place of Payment for the Securities of a series an office or agency where Securities of that series may be presented or surrendered for payment, and an office or agency where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuer with respect to the Securities of that series and this Senior Indenture may be served. The Issuer will give prompt written notice to the Senior Trustee for the Securities of that series of the location, and any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Senior Trustee for the Securities of that series with the address thereof, such presentations (to the extent permitted by law) and surrenders of Securities of that series may be made and notices and demands may be made or served at the Corporate Trust Office of such Senior Trustee, and the Issuer hereby appoints the Senior Trustee as its agent to receive such respective presentations, surrenders, notices and demands.

        The Issuer may also from time to time designate one or more other offices or agencies (in or outside a Place of Payment) where the Securities of one or more series may be presented or surrendered for any or all of the purposes specified above in this Section and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in each Place of Payment for such purpose. The Issuer will give prompt written notice to the Senior Trustee for the Securities of each series so affected of any such designation or rescission and of any change in the location of any such office or agency.

        Unless otherwise specified pursuant to Section 3.01, if and so long as the Securities of any series (i) are denominated in a currency other than Dollars or (ii) may be payable in a currency other than Dollars, or so long as it is required under any other provision of the Senior Indenture, then the Issuer will maintain with respect to each such series of Securities, or as so required, a Currency Determination Agent.

SECTION 10.03. Money for Securities Payments to Be Held in Trust.

        If the Issuer shall at any time act as its own Paying Agent with respect to any particular series of Securities, it will, on or before each due date of the principal of (or premium, if any, on) or interest, if any, on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except as provided in Sections 3.11(b), 3.11(d) and 3.11(e)) sufficient to pay the principal and premium, if any, and interest, if any, so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the Senior Trustee for the Securities of such series of its action or failure so to act.

        Whenever the Issuer shall have one or more Paying Agents for any particular series of Securities, the Issuer will, prior to 10:00 a.m. in the applicable Place of Payment on each due date of the principal of (or premium, if any, on) or interest, if any, on any such Securities, deposit with a Paying Agent for the Securities of such series a sum (in the currency or currency unit described in the preceding paragraph) sufficient to pay the principal (and premium, if any) and interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless such Paying Agent is the Senior Trustee for the Securities of such series) the Issuer will promptly notify such Senior Trustee of its action or failure so to act.

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        The Issuer will cause each Paying Agent (other than the Senior Trustee) for any particular series of Securities to execute and deliver to such Senior Trustee an instrument in which such Paying Agent shall agree with such Senior Trustee, subject to the provisions of this Section, that such Paying Agent will:

        (1)   hold all sums held by it for the payment of the principal of (or premium, if any, on) or interest, if any, on Securities of that series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

        (2)   give such Senior Trustee notice of any default by the Issuer (or any other obligor upon the Securities) in the making of any payment of principal of (and premium, if any, on) and interest, if any, on Securities of that series; and

        (3)   at any time during the continuation of any such default, upon the written request of such Senior Trustee, forthwith pay to such Senior Trustee all sums so held in trust by such Paying Agent.

        The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Senior Indenture or for any other purpose, pay, or by an Issuer Order direct any Paying Agent to pay, to the Senior Trustee for the Securities of any series all sums held in trust by the Issuer or such Paying Agent, such sums to be held by such Senior Trustee upon the same trusts as those upon which sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to such Senior Trustee, such Paying Agent shall be released from all further liability with respect to such money.

        Any money deposited with the Senior Trustee or any Paying Agent for the Securities of any series or then held by the Issuer in trust for the payment of the principal of (and premium, if any, on) and interest, if any, on any Securities of any particular series and remaining unclaimed for two years after such principal (and premium, if any) and interest, if any, has become due and payable shall, unless otherwise required by mandatory provisions of applicable escheat, or abandoned or unclaimed property law, be paid to the Issuer, on an Issuer Request, or (if then held by the Issuer) shall be discharged from such trusts; and the Holder of such Security shall, thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of such Senior Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that such Senior Trustee or such Paying Agent, before being required to make any such repayment shall give notice to the Holder of such Security in the manner set forth in Section 1.06 that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notice, any unclaimed balance of such money then remaining will, unless otherwise required by mandatory provisions of applicable escheat, or abandoned or unclaimed property law be repaid to the Issuer; provided, further, that the Senior Trustee or such Paying Agent shall give written notice of any such unclaimed amounts to the Issuer within 30 days after the end of such two-year period.

SECTION 10.04. Statements as to Compliance.

        The Issuer will deliver to the Senior Trustee for each series of Securities, within four months after the end of each fiscal year ending after the date hereof, an Officers' Certificate (one of the signers of which shall be the chief executive officer, treasurer or finance director of the Issuer) stating whether or not, to the knowledge of such officers, after due investigation, the Issuer has complied with all conditions and covenants and fulfilled all of its obligations under this Senior Indenture during such year and, if such officers have obtained knowledge of any default or Event of Default, specifying all such defaults or Events of Default and the nature and status thereof of which such officers may have knowledge and whether any such default or Event of Default is continuing or not.

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        For purposes of this Section, such compliance or fulfillment shall be determined without regard to any period of grace or requirement of notice provided under this Senior Indenture.

SECTION 10.05. Corporate Existence.

        Subject to Article Eight, the Issuer will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.

SECTION 10.06. Negative Pledge.

        So long as any Security remains Outstanding, the Issuer will not, and will ensure (so far as the Issuer is able to do so by the proper exercise of its voting and other rights or powers of control exercisable in relation to such company) that the Principal Subsidiary will not, create or permit to exist any mortgage or charge upon the whole or any part of the Issuer's or the Principal Subsidiary's undertaking or assets (other than assets representing the fund or funds maintained by the Issuer, or as the case may be, the Principal Subsidiary, 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 present or future Relevant Indebtedness of the Issuer or the Principal Subsidiary or Relevant Indebtedness of any Subsidiaries, or to secure any guarantee or indemnity in respect thereof, without at the same time securing the Outstanding Securities of each series, and all amounts payable under this Senior Indenture in respect thereof, equally and ratably with the same security as secures any such Relevant Indebtedness, guarantee or indemnity, or with such other security as shall be approved by the holders of at least 75% in principal amount of the Outstanding Securities of each series.

SECTION 10.07. Waiver of Certain Covenants.

        The Issuer may omit in any particular instance to comply with any covenant or condition set forth in Sections 10.02, 10.05 and 10.06 and any other covenant not set forth herein and specified pursuant to Section 3.01 to be applicable to the Securities of any series, if before or after the time for such compliance the Holders of not less than a majority (or 75% in the case of the covenant to provide security approved by 75% of the Holders pursuant to Section 10.06) in aggregate principal amount of the Outstanding Securities of each series of Securities affected by the omission (which, in the case of a covenant not set forth herein and specified pursuant to Section 3.01 to be applicable to the Securities of any series, shall include only those series to which such covenant is so specified to be applicable) shall, in each case by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Issuer and the duties of the Senior Trustee and the Principal Paying Agent for the Securities of each series with respect to any such covenant or condition shall remain in full force and effect.

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SECTION 10.08. Payment of Additional Amounts.

        Unless otherwise provided in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of a particular series of Securities, the Issuer will pay to the Holder of any Security such additional amounts as may be necessary in order that every net payment of the principal of (and premium, if any, on) and interest, if any, on any such Security after deduction or other withholding for or on account of any present or future tax, assessment, duty or other governmental charge of any nature whatsoever imposed, levied or collected by or on behalf of the United Kingdom, or any political subdivision or taxing authority thereof or therein having power to tax, will not be less than the amount provided for in any such Security to be then due and payable; provided, however, that the foregoing obligation to pay additional amounts will not apply on account of any tax, assessment, duty or other governmental charge which is payable:

        (1)   otherwise than by deduction or withholding from payments of principal of (or premium, if any, on) or interest, if any, on any such Security; or

        (2)   by reason of such Holder having, or having had, some personal or business connection with the United Kingdom and not merely by reason of the fact that payments are, or for the purposes of taxation are deemed to be, from sources in, or secured in, the United Kingdom; or

        (3)   except in the case of the winding up of the Issuer in England, where the relevant Security is presented for payment in the United Kingdom; or

        (4)   where the relevant Security is presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the relevant Holder would have been entitled to such additional amounts on presenting the Security for payment on such thirtieth day; or

        (5)   with respect to a payment to an individual, where the deduction or withholding is required to be made pursuant to any European Union directive on the taxation of savings implementing the conclusions of the meeting of the European Council of Economics and Finance Ministers of November 26-27, 2000 (or any ECOFIN Council meeting relating to such directive), or any law implementing or complying with, or introduced in order to conform to, such directive; or

        (6)   on a Security presented for payment by a Holder who would have been able to avoid such deduction or withholding by presenting the relevant Security to another paying agent in a Member State of the European Union or elsewhere; or

        (7)   by reason by any estate, excise, inheritance, gift, sales, transfer, wealth or personal property tax or any similar assessment or governmental charge; or

        (8)   as a result of the failure of a holder to satisfy any statutory requirements or make a declaration of non-residence or other claim for exemption; or

        (9)   by reason of a change in law or official practice of any relevant taxing authority that becomes effective more than 30 days after the Relevant Date (as defined below) for payment of principal (or premium, if any), or interest, if any, in respect of such Security; or

        (10) owing to any combination of clauses (1) through (9) above (provided that such provision is applicable to the relevant series of Securities in accordance with this Senior Indenture).

        No additional amounts will be paid as provided above with respect to any payment of principal of (or premium, if any, on) or interest, if any, on any such Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of any such payment to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the additional amounts had such beneficiary, settlor, member or beneficial owner been the Holder of any such Security.

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        For the purposes hereof the "Relevant Date" means the date on which the payment of principal of (or premium, if any, on) or interest, if any, on any Security first becomes due and payable but, if the full amount of the monies payable on such date has not been received by the relevant Paying Agent or as it shall have directed on or prior to such date, the "Relevant Date" means the date on which such monies shall have been so received.

        Whenever in this Senior Indenture there is mentioned, in any context, the payment of the principal of (or premium, if any, on) or interest, if any, on any Security, such mention shall be deemed to include mention of the payment of additional amounts provided for in the terms of such Securities and this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made.

        If the Securities of a series provide for the payment of additional amounts as contemplated by Section 3.01(19), at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal (and premium, if any) and interest, if any, if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Issuer will furnish the Senior Trustee for that series of Securities with an Officers' Certificate instructing such Senior Trustee whether such payment of principal of (and premium, if any, on) and interest, if any, on the Securities of that series shall be made to Holders of Securities of that series without withholding for or on account of any tax, assessment, duty or other governmental charge referred to above or described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Issuer will pay to the Senior Trustee for such series of Securities such additional amounts as may be required pursuant to the terms applicable to such series. The Issuer covenants to indemnify the Senior Trustee for such series of Securities and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without gross negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section 10.08 or the failure to provide any such Officers' Certificate. The obligations contained in the immediately preceding sentence of the Issuer shall survive payment of all of the Securities, the satisfaction and discharge of this Senior Indenture, and the resignation or removal of the Senior Trustee or any Paying Agent for such series of Securities.

        The Issuer hereby undertakes that, if any withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union directive on the taxation of savings implementing the conclusions of the European Council of Economics and Finance Ministers meeting of November 26-27, 2000 (or any supplemental ECOFIN Council meeting relating to such directive) or any law implementing or complying with, or introduced in order to conform to, such directive, it will ensure that it maintains a paying agent with a specified office in a European Union Member State that will not be obliged to withhold or deduct tax pursuant to such directive or law; provided, that under no circumstances shall the Issuer be obliged to maintain a paying agent with a specified office in such a Member State unless at least one Member State of the European Union does not require a paying agent making payments through a specified office in that Member State to so withhold or deduct tax; provided, further, that this paragraph shall not apply to any Securities with respect to which clauses (5) and (6) set forth above do not apply.

60

SECTION 10.09. Calculation of Original Issue Discount.

        The Issuer shall deliver to the Senior Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant under the U.S. Internal Revenue Code of 1986, as amended from time to time.

ARTICLE ELEVEN
REDEMPTION OF SECURITIES

SECTION 11.01. Applicability of This Article.

        Redemption of Securities of any series (whether by operation of a sinking fund or otherwise) as permitted or required by the terms of any such Securities shall be made in accordance with such terms and (except as otherwise specified pursuant to Section 3.01 with respect to Securities of such series) this Article; provided, however, that if any of the terms of any such Securities shall conflict with any provision of this Article, the terms of such Securities shall govern.

SECTION 11.02. Election to Redeem; Notice to Senior Trustee.

        The election of the Issuer to redeem any Securities of any series shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Issuer of less than all of the Securities of any particular series, the Issuer shall, at least 45 days prior to the Redemption Date fixed by the Issuer (unless a shorter notice shall be satisfactory to the Senior Trustee for the Securities of such series) notify the Senior Trustee for the Securities of such series by an Issuer Request of such Redemption Date and of the principal amount of Securities of that series to be redeemed.

        In the case of any redemption of Securities of any series prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Senior Indenture, the Issuer shall furnish the Senior Trustee for Securities of such series with an Officers' Certificate evidencing compliance with such restriction.

        In the case of any redemption of Securities of any series pursuant to Section 11.08, the Issuer shall furnish the Senior Trustee for Securities of such series with an Officers' Certificate and an Opinion of Counsel confirming that the Issuer is entitled to exercise the right of redemption.

SECTION 11.03. Selection of Securities to Be Redeemed.

        If less than all the Securities are to be redeemed, the Issuer may select the series to be redeemed, and if less than all of the Securities of any series are to be redeemed, the particular Securities of that series to be redeemed shall be selected by the Issuer not more than 45 days prior to the Redemption Date from the Outstanding Securities of that series not previously called for redemption, by such method as the Senior Trustee for the Securities of such series shall approve and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series, or any integral multiple thereof) of the principal amount of Securities of that series or a denomination larger than the minimum authorized denomination for Securities of that series pursuant to Section 3.02 in the currency or currency unit in which the Securities of such series are denominated.

        The Issuer shall promptly notify in writing the Senior Trustee for the Securities of such series selected for redemption and, in the case of any Securities of a series selected for partial redemption, the principal amount thereof to be redeemed.

61

        For all purposes of this Senior Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

SECTION 11.04. Notice of Redemption.

        Unless otherwise specified in the Securities of a series, notice of redemption shall be given in the manner provided in Section 1.06 not later than 30 days and not earlier than 60 days (or in the case of partial redemption 45 days) prior to the Redemption Date, to each Holder of Securities to be redeemed.

        All notices of redemption shall state:

        (1)   the Redemption Date;

        (2)   the Redemption Price;

        (3)   if less than all Outstanding Securities of a particular series are to be redeemed, the identification (and, in the case of a partial redemption, the respective principal amounts) of the particular Securities to be redeemed;

        (4)   that on the Redemption Date the Redemption Price will become due and payable upon each such Security or portion thereof, and that interest thereon, if any, shall cease to accrue on and after said date;

        (5)   the place or places where such Securities are to be surrendered for payment of the Redemption Price;

        (6)   that the redemption is for a sinking fund, if such is the case; and

        (7)   the CUSIP number(s) and ISIN, if any, with respect to such Securities.

        Notice of redemption of Securities to be redeemed at the election of the Issuer shall be given by the Issuer or, at the Issuer's written request, by the Senior Trustee for such Securities in the name and at the expense of the Issuer.

SECTION 11.05. Deposit of Redemption Price.

        On or prior to any Redemption Date, the Issuer shall deposit with the Senior Trustee for the Securities to be redeemed (or, if the Issuer is acting as its own Paying Agent for such Securities, segregate and hold in trust as provided in Section 10.03) an amount of money in the currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except as provided in Sections 3.11(b), 3.11(d) and 3.11(e)) sufficient to pay the principal amount (or, if the context so requires, lesser amount in the case of Discounted Securities) of (and premium, if any, thereon), and (except if the Redemption Date shall be an Interest Payment Date) any accrued interest on, all the Securities which are to be redeemed on that date.

62

SECTION 11.06. Securities Payable on Redemption Date.

        Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified in the currency or currency unit in which the Securities of such series are payable (except as otherwise provided pursuant to Section 3.01 for the Securities of such series and except as provided in Sections 3.11(b), 3.11(d) and 3.11(e)) and from and after such date (unless the Issuer shall default in the payment of the Redemption Price) such Securities shall cease to bear interest. Upon surrender of such Security for redemption in accordance with said notice, such Security or specified portions thereof shall be paid by the Issuer at the Redemption Price; provided, however, that unless otherwise specified as contemplated by Section 3.01, installments of interest on Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Dates according to their terms and the provisions of Section 3.07.

        If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (or, if the context shall so require, lesser amount in the case of Discounted Securities) thereof (and premium, if any, thereon) shall, until paid, bear interest from the Redemption Date at a rate per annum equal to the rate borne by the Security (or, in the case of Discounted Securities, the Security's Yield to Maturity).

SECTION 11.07. Securities Redeemed in Part.

        Any Security which is to be redeemed only in part shall be surrendered at the Place of Payment (with, if the Issuer, the Senior Trustee or the Security Registrar for such Security so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer, the Senior Trustee and the Security Registrar for such Security duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Issuer shall execute and such Senior Trustee shall authenticate and deliver to the Holder of such Security, without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, of the same series and having the same terms and provisions and in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered; except that, if a global Security is so surrendered, the Issuer shall execute, and the Senior Trustee shall authenticate and deliver to the Depositary for such global Security, without service charge, a new global Security of like tenor in a denomination equal to and in exchange for the unredeemed portion of the principal amount of the global Security so surrendered.

SECTION 11.08. Tax Redemption.

        The Securities of any series may be redeemed, subject to any other terms set forth herein and in the Board Resolution or supplemental indenture pursuant to Section 3.01 and in such Securities, as a whole but not in part, at the option of the Issuer, upon not more than 60 days' nor less than 30 days' prior notice to the Holders of such Securities, at a Redemption Price equal to 100% of the principal amount thereof (or, if the context so requires, such lesser amount in the case of Discounted Securities) (and premium, if any, thereon), together with accrued interest, if any, thereon to the Redemption Date, upon the occurrence of a Tax Event.

        Prior to the redemption of any series of Securities following the occurrence of a Tax Event, the Issuer shall be required, before it gives a notice of redemption, to deliver to the Senior Trustee an Officers' Certificate stating that all conditions precedent to such redemption have been complied with and an Opinion of Counsel concluding that in the opinion of such counsel a Tax Event has occurred and the Issuer is entitled to exercise its right of redemption in accordance with the terms of the Securities.

63

ARTICLE TWELVE
SINKING FUNDS

SECTION 12.01. Applicability of This Article.

        Redemption of Securities of any series through operation of a sinking fund as permitted or required by the terms of any such Securities shall be made in accordance with such terms and (except as otherwise specified pursuant to Section 3.01 with respect to Securities of such series) this Article; provided, however, that if any of the terms of any such Securities shall conflict with any provision of this Article, the terms of such Securities shall govern.

        The minimum amount of any sinking fund payment provided for by the terms of Securities of any particular series is herein referred to as a "mandatory sinking fund payment", and any payment in excess of such minimum amount provided for by the terms of Securities of any particular series is herein referred to as an "optional sinking fund payment". If provided for by the terms of Securities of any particular series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking fund payment shall be applied to the redemption of Securities of any particular series as provided for by the terms of Securities of that series.

SECTION 12.02. Satisfaction of Sinking Fund Payments With Securities.

        The Issuer (i) may deliver Outstanding Securities of a series (other than any Securities previously called for redemption) and (ii) may apply as a credit Securities of a series which have been redeemed either at the election of the Issuer pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided, however, that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Senior Trustee for such Securities at the principal amount thereof (or, if the context so requires, such lesser amount in the case of Discounted Securities) and the amount of such sinking fund payment shall be reduced accordingly.

SECTION 12.03. Redemption of Securities for Sinking Fund.

        Not less than 60 days prior to each sinking fund payment date for any particular series of Securities (or such shorter period as shall be satisfactory to the Senior Trustee for the Securities of such series), the Issuer will deliver to the Senior Trustee for the Securities of such series an Officers' Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash in the currency or currency unit in which the Securities of that series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of that series and except as provided in Sections 3.11(b), 3.11(d) and 3.11(e)) and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 12.02 and shall state the basis for such credit and that such Securities have not previously been so credited and will also deliver to such Senior Trustee any Securities to be so delivered. The Issuer or the Senior Trustee for the Securities of such series shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Issuer in the manner provided in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07.

* * *

64

        This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original but all such counterparts shall together constitute but one and the same instrument.

65

        IN WITNESS WHEREOF, the parties hereto have caused this Senior Indenture dated [    •    ], 2003 to be duly executed as of the [    •    ] day of [    •    ], 2003.

PRUDENTIAL plc,
as Issuer

By

Name:

Title:

WILMINGTON TRUST COMPANY,
as Senior Trustee

By

Name:

Title:

66

QuickLinks

PRUDENTIAL plc
TABLE OF CONTENTS
PRUDENTIAL SENIOR INDENTURE
RECITALS OF THE ISSUER
NOW THEREFORE, THIS SENIOR INDENTURE WITNESSETH
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
ARTICLE TWO SECURITY FORMS
ARTICLE THREE THE SECURITIES
ARTICLE FOUR SATISFACTION AND DISCHARGE
ARTICLE FIVE REMEDIES
ARTICLE SIX THE SENIOR TRUSTEE
ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY SENIOR TRUSTEE AND ISSUER
ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
ARTICLE NINE SUPPLEMENTAL INDENTURES
ARTICLE TEN COVENANTS
ARTICLE ELEVEN REDEMPTION OF SECURITIES
ARTICLE TWELVE SINKING FUNDS

EX-4.2

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Exhibit 4.2

PRUDENTIAL public limited company
Issuer

and

CITIBANK, N.A.
Subordinated Trustee

SUBORDINATED INDENTURE

Dated as of [    •    ], 2003

Subordinated Debt Securities

SIDLEY AUSTIN BROWN & WOOD
7 PRINCES STREET
LONDON EC2R 8AQ
TELEPHONE 020 7778 1800
FACSIMILE 020 7796 1807
REF:

        Reconciliation and tie showing the location in this Subordinated Indenture of the provisions inserted pursuant to Sections 310 to 318(a), inclusive, of the Trust Indenture Act of 1939.

Trust Indenture Act Section		Subordinated Indenture Section
§310	(a)(1)	6.09
	(a)(2)	6.09
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(a)(5)	6.09
	(b)	6.08 and 6.10
	(c)	Not Applicable
§311	(a)	6.13
	(b)	6.13
	(c)	Not Applicable
§312	(a)	7.01 and 7.02(a)
	(b)	7.02(b)
	(c)	7.02(c)
§313	(a)	7.03(a)
	(b)	7.03(a)
	(c)	7.03(a)
	(d)	7.03(b)
§314	(a)	7.04 and 10.04
	(b)	Not Applicable
	(c)	1.02
	(c)(1)	1.02
	(c)(2)	1.02
	(c)(3)	1.01
	(d)	Not Applicable
	(e)	1.02
§315	(a)	6.01(a)
	(b)	6.02
	(c)	6.01(b)
	(d)	6.01(c)
	(d)(1)	6.01(c)(1)
	(d)(2)	6.01(c)(2)
	(d)(3)	6.01(c)(3)
	(e)	5.13
§316	(a)(1)(A)	5.02(b) and 5.11
	(a)(1)(B)	5.12
	(a)(2)	Not Applicable
	(b)	5.07
	(c)	1.04(a)
§317	(a)(1)	5.03
	(a)(2)	5.04
	(b)	10.03
§318	(a)	1.07

        NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of this Subordinated Indenture.

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TABLE OF CONTENTS

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 1.01. Definitions	1
SECTION 1.02. Compliance Certificates and Opinions	11
SECTION 1.03. Form of Documents Delivered to Subordinated Trustee	12
SECTION 1.04. Acts of Holders; Communication by Holders with Other Holders	12
SECTION 1.05. Notices, Etc., to Subordinated Trustee or Issuer	13
SECTION 1.06. Notice to Holders; Waiver	14
SECTION 1.07. Conflict with Trust Indenture Act	14
SECTION 1.08. Effect of Headings and Table of Contents	14
SECTION 1.09. Successors and Assigns	14
SECTION 1.10. Separability Clause	15
SECTION 1.11. Benefits of Subordinated Indenture	15
SECTION 1.12. Governing Law	15
SECTION 1.13. Non-Business Day	15
SECTION 1.14. Immunity of Incorporators, Stockholders, Officers and Directors	16
SECTION 1.15. Certain Matters Relating to Currencies	16
SECTION 1.16. Language of Notices, Etc.	16
SECTION 1.17. Appointment of Agent for Service	17
SECTION 1.18. Rules by the Subordinated Trustee	17
ARTICLE TWO SECURITY FORMS
SECTION 2.01. Forms of Securities	18
SECTION 2.02. Form of Certificate of Authentication	18
SECTION 2.03. Securities in Global Form	19
ARTICLE THREE THE SECURITIES
SECTION 3.01. Title; Payment and Terms	19
SECTION 3.02. Denominations and Currencies	23
SECTION 3.03. Execution, Authentication, Delivery and Dating	23
SECTION 3.04. Temporary Securities and Exchange of Securities	24
SECTION 3.05. Registration, Registration of Transfer and Exchange	25
SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities	27

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SECTION 3.07. Payment of Interest	27
SECTION 3.08. Persons Deemed Owners	31
SECTION 3.09. Cancellation	32
SECTION 3.10. Computation of Interest	32
SECTION 3.11. Currency and Manner of Payments in Respect of Securities	32
SECTION 3.12. Currency Determination Agent	36
SECTION 3.13. CUSIP or ISIN Numbers	36
SECTION 3.14. Authenticating Agents	37
ARTICLE FOUR SATISFACTION AND DISCHARGE
SECTION 4.01. Satisfaction and Discharge of Securities of any Series	38
SECTION 4.02. Application of Trust Money	40
SECTION 4.03. Satisfaction and Discharge of Subordinated Indenture	41
SECTION 4.04. Reinstatement	41
ARTICLE FIVE REMEDIES
SECTION 5.01. Events of Default	42
SECTION 5.02. Acceleration of Maturity; Rescission and Annulment	42
SECTION 5.03. Payment Defaults, Capital Security Defaults, Payment Events	43
SECTION 5.04. Subordinated Trustee May File Proofs of Claim	45
SECTION 5.05. Subordinated Trustee May Enforce Claims Without Possession of Securities	46
SECTION 5.06. Application of Money Collected	46
SECTION 5.07. Limitation on Suits	47
SECTION 5.08. Unconditional Right of Holders to Receive Principal (and Premium, if any) and Interest, if any	47
SECTION 5.09. Restoration of Rights and Remedies	48
SECTION 5.10. Rights and Remedies Cumulative	48
SECTION 5.11. Delay or Omission Not Waiver	48
SECTION 5.12. Control by Holders	48
SECTION 5.13. Waiver of Past Defaults	49
SECTION 5.14. Undertaking for Costs	49
SECTION 5.15. Waiver of Stay or Extension Laws	49
SECTION 5.16. Judgment Currency	50

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ARTICLE SIX THE SUBORDINATED TRUSTEE
SECTION 6.01. Certain Duties and Responsibilities	50
SECTION 6.02. Notice of Default	51
SECTION 6.03. Certain Rights of Subordinated Trustee	52
SECTION 6.04. Not Responsible for Recitals or Issuance of Securities	53
SECTION 6.05. May Hold Securities	53
SECTION 6.06. Money Held in Trust	53
SECTION 6.07. Compensation and Reimbursement	53
SECTION 6.08. Disqualification; Conflicting Interests	54
SECTION 6.09. Corporate Subordinated Trustee Required; Different Subordinated Trustees for Different Series; Eligibility	54
SECTION 6.10. Resignation and Removal; Appointment of Successor	55
SECTION 6.11. Acceptance of Appointment by Successor	57
SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business	58
SECTION 6.13. Preferential Collection of Claims Against Issuer	58
ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY SUBORDINATED TRUSTEE AND ISSUER
SECTION 7.01. Issuer to Furnish Subordinated Trustee Names and Addresses of Holders	58
SECTION 7.02. Preservation of Information; Communications to Holders	58
SECTION 7.03. Reports by Subordinated Trustee	59
SECTION 7.04. Reports by Issuer	60
ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
SECTION 8.01. Issuer May Consolidate, Etc., Only on Certain Terms	60
SECTION 8.02. Successor Corporation Substituted	61
ARTICLE NINE SUPPLEMENTAL INDENTURES
SECTION 9.01. Supplemental Subordinated Indentures Without Consent of Holders	62
SECTION 9.02. Supplemental Subordinated Indentures With Consent of Holders	63
SECTION 9.03. Execution of Supplemental Subordinated Indentures	64
SECTION 9.04. Effect of Supplemental Subordinated Indentures	64
SECTION 9.05. Conformity With Trust Indenture Act	64
SECTION 9.06. Reference in Securities to Supplemental Subordinated Indentures	65

iv

ARTICLE TEN COVENANTS
SECTION 10.01. Payment of Principal (and Premium, if any) and Interest and Deferred Interest, if any	65
SECTION 10.02. Maintenance of Office or Agency	65
SECTION 10.03. Money for Securities Payments to Be Held in Trust	66
SECTION 10.04. Statements as to Compliance	67
SECTION 10.05. Corporate Existence	67
SECTION 10.06. Waiver of Certain Covenants	68
SECTION 10.07. Payment of Additional Amounts	68
SECTION 10.08. Calculation of Original Issue Discount	70
ARTICLE ELEVEN REDEMPTION OF SECURITIES
SECTION 11.01. Applicability of This Article	70
SECTION 11.02. Election to Redeem; Notice to Subordinated Trustee	70
SECTION 11.03. Selection of Securities to Be Redeemed	71
SECTION 11.04. Notice of Redemption	71
SECTION 11.05. Deposit of Redemption Price	72
SECTION 11.06. Securities Payable on Redemption Date	72
SECTION 11.07. Securities Redeemed in Part	73
SECTION 11.08. Tax Event Redemption	73
SECTION 11.09. Regulatory Event Redemption	74
ARTICLE TWELVE SINKING FUNDS
SECTION 12.01. Applicability of This Article	74
SECTION 12.02. Satisfaction of Sinking Fund Payments With Securities	75
SECTION 12.03. Redemption of Securities for Sinking Fund	75
ARTICLE THIRTEEN SUBORDINATION OF SECURITIES
SECTION 13.01. Securities Subordinate to Certain Creditors; Definition of Relative Rights	76
SECTION 13.02. Provisions Solely to Define Relative Rights	80
SECTION 13.03. Subordinated Trustee to Effectuate Subordination	80
SECTION 13.04. No Waiver of Subordination Provisions	80
SECTION 13.05. Notice to Subordinated Trustee	81
SECTION 13.06. Reliance on Judicial Order or Certificate of Liquidating Agent	81
SECTION 13.07. Subordinated Trustee Not Fiduciary for Creditors	82

v

SECTION 13.08. Rights of Subordinated Trustee as Creditor; Preservation of Subordinated Trustee's Rights	82
SECTION 13.09. Article Applicable to Paying Agents	82

vi

PRUDENTIAL SUBORDINATED INDENTURE

        This is a SUBORDINATED INDENTURE dated as of [    •    ], 2003, 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").

RECITALS OF THE ISSUER

        The Issuer deems it necessary to issue from time to time for its lawful purposes subordinated securities (herein called the "Securities") evidencing its unsecured indebtedness and has duly authorized the execution and delivery of this Subordinated Indenture to provide for the issuance from time to time of the Securities, unlimited as to principal amount, to have such titles, to bear such rates of interest, to mature at such time or times and to have such other provisions as shall be established as hereinafter provided.

        All things necessary to make this Subordinated Indenture a valid agreement of the Issuer, in accordance with its terms, have been done, and the Issuer proposes to do all things necessary to make the Securities, when executed by the Issuer and authenticated and delivered by the Subordinated Trustee hereunder and duly issued by the Issuer, the valid obligations of the Issuer as hereinafter provided.

NOW THEREFORE, THIS SUBORDINATED INDENTURE WITNESSETH:

        For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01. Definitions.

        For all purposes of this Subordinated Indenture and all Securities issued hereunder, except as otherwise expressly provided herein or in one or more indentures supplemental hereto or in an Officers' Certificate pursuant to Section 3.01, or unless the context otherwise requires:

        (1)   the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

        (2)   all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

        (3)   all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United Kingdom, and the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United Kingdom at the date or time of such computation; and

        (4)   the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Subordinated Indenture as a whole and not to any particular Article, Section or other subdivision.

        Certain terms, used principally in Article Three and Article Six, are defined in those Articles.

        "Act", when used with respect to any Holder, has the meaning specified in Section 1.04.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control", when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

        "Alternative Coupon Satisfaction Mechanism" means, with respect to the Perpetual Subordinated Capital Securities, the procedure for raising cash through the issuance of shares by which the Issuer may be required or elect to satisfy a payment of Deferred Interest or a principal payment on the Perpetual Subordinated Capital Securities, as and to the extent provided in the applicable Board Resolution or supplemental indenture executed pursuant to Section 3.01 hereof establishing the terms of such series of Perpetual Subordinated Capital Securities.

        "Assets" means the Issuer's non-consolidated gross assets, as shown in the Issuer's latest published balance sheet, but adjusted for contingencies and for subsequent events, all in such manner as the Person or Persons giving the relevant report under Section 13.01(b) may determine.

        "Auditors" means the auditors for the time being of the Issuer, or if there shall be joint auditors of the Issuer, any one or more of such joint auditors.

        "Authenticating Agent" means any Person authorized to authenticate and deliver Securities in the name of, and as the agent of, the Subordinated Trustee for the Securities of any series pursuant to Section 3.14.

        "Bankruptcy Law" means any bankruptcy, insolvency, reorganization or other similar law of the United States or any State thereof, England or Wales or any other applicable country or jurisdiction.

        "Board of Directors" means the board of directors of the Issuer or any duly authorized committee of that board or any director or directors and/or officer or officers of the Issuer to whom that board or committee shall have duly delegated its authority.

        "Board Resolution" means (1) a copy of a resolution certified by a director, the Secretary or a Deputy or Assistant Secretary of the Issuer, to have been duly adopted by the Board of Directors or an authorized committee thereof and to be in full force and effect on the date of such certification, or (2) a certificate signed by the director or directors and/or officer or officers to whom the Board of Directors of the Issuer shall have duly delegated its authority, and, delivered to the Subordinated Trustee for the Securities of any series.

        "Business Day", when used with respect to any particular Place of Payment, means, unless otherwise specified in the Securities of a series, each day, other than a Saturday or Sunday, which is not a day on which commercial banking institutions in The City of New York, or in London, England or in the applicable Place of Payment, or, in respect of any payment to be made in a Foreign Currency, in the principal financial center of the country issuing such Foreign Currency, are authorized or required by law, regulation or executive order to close, and shall otherwise mean each day, other than a Saturday or Sunday, which is not a day on which banking institutions, at the place where any specified act pursuant to this Subordinated Indenture is to occur, are authorized or required by law, regulation or executive order to close.

        "Calculation Agency Agreement" means the Calculation Agency Agreement dated [    •    ], 2003, as amended from time to time, among Cazenove & Co. Ltd as Calculation Agent, Citibank, N.A., as Subordinated Trustee and the Issuer, in respect of a series of Perpetual Subordinated Capital Securities.

        "Calculation Agent" means Cazenove & Co. Ltd as Calculation Agent under the Calculation Agency Agreement or such other Person which may be appointed as Calculation Agent pursuant to the Calculation Agency Agreement.

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        "Capital Regulations" means the rules and regulations of the Financial Services Authority or any successor regulatory body that require the Issuer or any of its EEA Insurance Subsidiaries to meet a Regulatory Capital Requirement including, without limitation, pursuant to the Directive or any legislation, rules or regulations (whether having the force of law or otherwise) in any state within the European Economic Area implementing the Directive.

        "Capital Security Default" has the meaning specified in Section 5.03(b).

        "Certificate of a Firm of Independent Public Accountants" means a certificate signed by any firm of independent public accountants of nationally recognized standing in the United Kingdom selected by the Issuer which may include the Auditors of the Issuer.

        "Commission" means the United States Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act (as defined below), or if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date.

        "Component Currency" has the meaning specified in Section 3.11(h).

        "Compulsory Interest Payment Date" means, in respect of the Perpetual Subordinated Capital Securities, any Interest Payment Date on which the Issuer satisfies the Solvency Condition and which is not an Optional Interest Payment Date.

        "Conversion Date" has the meaning specified in Section 3.11(d).

        "Conversion Event" means the unavailability of any Foreign Currency or currency unit due to the imposition of exchange controls or other circumstances beyond the control of the Issuer.

        "Corporate Trust Office" means the office of the Subordinated Trustee for Securities of any series at which at any particular time its corporate trust business shall be principally administered, which office of Citibank, N.A., at the date of the execution of this Subordinated Indenture, is located at 111 Wall Street, 14th Floor, New York, New York 10005.

        "corporation" includes corporations, associations, companies and business trusts.

        "Currency Determination Agent", with respect to Securities of any series, means, unless otherwise specified in the Securities of a series, a New York Clearing House bank designated pursuant to Section 3.01 or Section 3.12.

        "Currency Determination Agent's Certificate" means a certificate or facsimile thereof setting forth (i) the applicable Market Exchange Rate and (ii) the Dollar, Foreign Currency or currency unit amounts of principal (and premium, if any) and interest and Deferred Interest, if any (on an aggregate basis and on the basis of a Security having the lowest denomination principal amount determined in accordance with Section 3.02 in the relevant currency or currency unit), payable with respect to a Security of any series on the basis of such Market Exchange Rate, signed by the Currency Determination Agent.

        "Dated Subordinated Debt Securities" means securities evidencing unsecured subordinated indebtedness of the Issuer authenticated and delivered under this Subordinated Indenture and that have a fixed Stated Maturity or Redemption Date.

        "Defaulted Interest" has the meaning specified in Section 3.07(d).

        "Deferred Interest" has the meaning specified in Section 3.07 and as may be further provided in the applicable Board Resolution or supplemental indenture executed pursuant to Section 3.01 hereof establishing the terms of such series.

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        "Deferred Interest Payment" means any payment that the Issuer makes in respect of Deferred Interest.

        "Deferred Interest Payment Date" has the meaning specified in Section 3.07.

        "Deferred Principal Payment Date" has the meaning specified in Section 3.07.

        "Definitive Suspension" means, with respect to any series of Perpetual Subordinated Capital Securities, the suspension of the Alternative Coupon Satisfaction Mechanism with respect to such series as referred to in Section 3.01(24) hereof and as further provided in the applicable Board Resolution or supplemental indenture executed pursuant to Section 3.01 hereof establishing the terms of such series of Perpetual Subordinated Capital Securities.

        "Depositary" means, with respect to the Securities of any series issuable or issued in the form of a global Security, the Person designated as Depositary by the Issuer pursuant to Section 3.01 until a successor Depositary shall have become such pursuant to the applicable provisions of this Subordinated Indenture, and thereafter "Depositary" shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, "Depositary" as used with respect to the Securities of any such series shall mean each Depositary with respect to the Securities of that series.

        "Directive" means the 98/78/EC Directive of the European Union.

        "Discounted Security" means any Security which provides for an amount (excluding any amounts attributable to accrued but unpaid interest thereon) less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

        "Dollar Equivalent of the Currency Unit" has the meaning specified in Section 3.11(g).

        "Dollar Equivalent of the Foreign Currency" has the meaning specified in Section 3.11(f).

        "Dollars" and the sign "$" mean the currency of the United States that as at the time of payment is legal tender for the payment of public and private debts.

        "EEA Insurance Subsidiary" means any Subsidiary of Prudential plc engaged in the insurance business and regulated as such by a member state of the European Economic Area.

        "Election Date" has the meaning specified in Section 3.11(h).

        "euro" means the single currency of the participating member states of the European Union that adopted the euro as their lawful currency pursuant to the Treaty establishing the European Union (as amended from time to time), and "participating member states" means those member states of the European Union from time to time which adopt a single, shared currency in the Third Stage, as defined and identified in European Union legislation.

        "European Economic Area" means the European Union together with Norway, Liechtenstein and Iceland.

        "Event of Default" has the meaning specified in Section 5.01.

        "Exchange Act" means the United States Securities Exchange Act of 1934, as amended.

        "Exchange Rate Officers' Certificate" means a certificate or facsimile thereof setting forth (i) the applicable Market Exchange Rate and (ii) the Dollar, Foreign Currency or currency unit amounts of principal (and premium, if any) and interest and Deferred Interest, if any (on an aggregate basis and on the basis of a Security having the lowest denomination principal amount determined in accordance with Section 3.02 in the relevant currency or currency unit), payable with respect to a Security of any series on the basis of such Market Exchange Rate, signed by the finance director or treasurer of the Issuer.

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        "Financial Services Authority" means the United Kingdom Financial Services Authority, or any successor regulatory body or such other governmental authority in the United Kingdom (or if the Issuer becomes domiciled in a jurisdiction other than the United Kingdom, in such other jurisdiction) having primary supervisory authority with respect to the capital requirements of the Issuer.

        "Foreign Currency" means a currency issued and actively maintained as a country's or countries' recognized unit of domestic exchange by the government of any country other than the United States.

        "Holder", when used with respect to any Security, means the Person in whose name a Security is registered in the Security Register.

        "interest", when used with respect to a Discounted Security which by its terms bears interest only after Maturity, means interest payable after Maturity.

        "Interest Payment Date", when used with respect to any Dated Subordinated Debt Securities or Perpetual Subordinated Debt Securities, means the Stated Maturity of an installment of interest on such Dated Subordinated Debt Securities or Perpetual Subordinated Debt Securities and, when used with respect to any Perpetual Subordinated Capital Securities, means each date on which interest payments on the Perpetual Subordinated Capital Securities will be payable in accordance with the terms thereof; provided, however, that, unless otherwise provided with respect to the Securities of any series, if the Issuer does not pay any installment of interest on an Interest Payment Date with respect to any Dated Subordinated Debt Securities or Perpetual Subordinated Debt Securities, the obligation to make such payment and such Interest Payment Date shall be deferred until the Deferred Interest Payment Date (it being understood for the avoidance of doubt that any such deferral shall take place only once with respect to any payment of interest).

        "Interest Period" means, in respect of any series, the period from and including each Interest Payment Date for such series (or, as the case may be, the issue date of such series) up to but excluding the next (or first) Interest Payment Date in respect of such series or such other period as is specified to apply to such series in the applicable Board Resolution or supplemental indenture establishing the terms of such series.

        "Issuer" means the Person named as an "Issuer" in the first paragraph of this Subordinated Indenture until a successor corporation shall have become such pursuant to the applicable provisions of this Subordinated Indenture, and thereafter "Issuer" shall mean such successor corporation.

        "Issuer Request" and "Issuer Order" mean, respectively, a written request or order (a) signed in the name of the Issuer by (i) any two of its chairman of the board, deputy chairman of the board, group chief executive officer, treasurer, group finance director or director group finance and risk, (ii) any one of the foregoing Persons together with any group secretary or deputy group secretary of the Issuer, or (iii) any two Persons designated by the Issuer in an Issuer Order previously delivered to the Subordinated Trustee for Securities of any series and (b) delivered to the Subordinated Trustee for Securities of any series in accordance with the provisions of this Subordinated Indenture.

        "Judgment Date" has the meaning specified in Section 5.15.

        "Junior Securities" means the ordinary shares of the Issuer or any other securities of the Issuer which rank, as regards to distributions on a return of assets on a winding up of the Issuer or in respect of distributions or payment of dividends or any other payments thereon, after the Perpetual Subordinated Capital Securities.

        "Liabilities" means the total amount of the non-consolidated gross liabilities of the Issuer as shown by the latest published balance sheet of the Issuer but adjusted for contingencies and subsequent events in such manner as the Person or Persons giving the relevant report under Section 13.01(b) may determine.

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        "Market Disruption Event" means, with respect to the Perpetual Subordinated Capital Securities, (i) the occurrence or existence of any material suspension of or limitation imposed on trading or on settlement procedures for transactions in the Issuer's ordinary shares on the London Stock Exchange (or other national securities exchange or designated offshore securities market constituting the principal trading market for the Issuer's ordinary shares), or (ii) in the Issuer's reasonable opinion, there has been a substantial deterioration in the price and/or value of its ordinary shares or circumstances are such as to prevent or to a material extent restrict the issue or delivery of the ordinary shares to be issued in accordance with the Alternative Coupon Satisfaction Mechanism or (iii) where, pursuant to provisions of the Perpetual Subordinated Capital Securities, monies are required to be converted from one currency upon sale of ordinary shares into another currency in respect of any interest payment, the occurrence of any event that makes it impracticable to effect such conversion.

        "Market Exchange Rate" means, unless otherwise specified in the Securities of a series, (i) for any conversion involving a currency unit on the one hand and Dollars or any Foreign Currency on the other, the exchange rate between the relevant currency unit and Dollars or such Foreign Currency calculated by the method specified pursuant to Section 3.01 for the Securities of the relevant series and (ii) for any conversion of Dollars into any Foreign Currency or for any conversion of one Foreign Currency into Dollars or another Foreign Currency, the spot rate at noon local time in the relevant market at which, in accordance with normal banking procedures, the Dollars or Foreign Currency into which conversion is being made could be purchased with the Dollars or Foreign Currency from which conversion is being made from major banks located in either New York City, New York, London, England, or any other principal market for Dollars or such Foreign Currency, in each case determined by the Issuer or the Currency Determination Agent. In the event of the unavailability of any of the exchange rates provided for in the foregoing clauses (i) and (ii), the Issuer or the Currency Determination Agent shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in New York City, New York, London, England, or other principal market for such currency or currency unit in question, or such other quotations as the Issuer or the Currency Determination Agent shall deem appropriate. Unless otherwise specified by the Issuer or the Currency Determination Agent, if there is more than one market for dealing in any currency or currency unit by reason of foreign exchange regulations or otherwise, the market to be used in respect of such currency or currency unit shall be that upon which a nonresident issuer of securities designated in such currency or currency unit would purchase such currency or currency unit in order to make payments in respect of such securities. For purposes of this definition, a "nonresident issuer" shall mean an issuer that is not a resident of the country or countries that issue such currency or whose currencies are included in such currency unit.

        "Maturity", when used with respect to any Security, means the date, if any, on which the principal (or, if the context so requires, lesser amount in the case of Discounted Securities) of (or premium, if any, on) that Security becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption, request for redemption, repayment at the option of the holder, pursuant to any sinking fund provisions or otherwise; provided, however, that, unless otherwise provided with respect to the Securities of any series, if the Issuer does not pay all or any part of principal (or any premium or interest thereon) at Maturity (other than principal due by declaration of acceleration), the obligation to make such payment and such Maturity shall be deferred until the Deferred Principal Payment Date (it being understood for the avoidance of doubt that any such deferral shall take place only once with respect to any payment).

        "OECD" means the Organisation for Economic Co-operation and Development.

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        "Officers' Certificate" means a certificate of the Issuer signed by (i) any two of its chairman of the board, deputy chairman of the board, group chief executive officer, treasurer, group finance director or director group finance and risk or (ii) any one of the foregoing Persons together with any group secretary or deputy group secretary of the Issuer and delivered in form and substance reasonably acceptable to the Subordinated Trustee for the Securities of any series in accordance with the provisions of this Subordinated Indenture.

        "Opinion of Counsel" means a written opinion of outside legal counsel, in form and substance and by counsel, both reasonably acceptable to the Subordinated Trustee for the Securities of any series and who may be regular outside counsel to the Issuer.

        "Optional Interest Payment Date" means, with respect to any Perpetual Subordinated Capital Securities, any Interest Payment Date on which the Issuer may elect to defer the payment of interest, as and to the extent provided in the applicable Board Resolution or supplemental indenture executed pursuant to Section 3.01 hereof establishing the terms of such Perpetual Subordinated Capital Securities.

        "Outstanding", when used with respect to Securities, means, as of the date of determination, all Securities which have been authenticated and delivered under this Subordinated Indenture, except:

        (1)   Securities which have been cancelled by the Subordinated Trustee for such Securities or delivered to such Subordinated Trustee for cancellation;

        (2)   Securities or portions thereof for whose payment or redemption money in the necessary amount and in the required currency or currency unit has been deposited with the Subordinated Trustee for such Securities or any Paying Agent (other than the Issuer, or any other obligor upon the Securities) in trust or set aside and segregated in trust by the Issuer, or any other obligor upon the Securities (if the Issuer or any other obligor upon the Securities shall act as its own Paying Agent) for the Holders of such Securities; provided, however, that, if such Securities or portions thereof are to be redeemed, notice of such redemption has been duly given pursuant to this Subordinated Indenture, or provision therefor satisfactory to such Subordinated Trustee has been made unless, in each case, there is a default in such payment or redemption; and

        (3)   Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Subordinated Indenture, other than any such Securities in respect of which there shall have been presented proof reasonably satisfactory to the Subordinated Trustee for such Securities that any such Securities are held by bona fide holders in due course;

provided, however, that in determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver or taken any other action hereunder (a) Securities owned by the Issuer, or any other obligor upon the Securities or any Affiliate of the Issuer, or such other obligor shall be disregarded and deemed not to be Outstanding, except that, (i) in determining whether the Subordinated Trustee for such Securities shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or action, only Securities which a Responsible Officer of such Subordinated Trustee actually knows to be so owned shall be so disregarded and (ii) Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of such Subordinated Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Issuer, or any other obligor upon the Securities or any Affiliate of the Issuer, or of such other obligor and (b) the principal amount of a Discounted Security that shall be deemed to be Outstanding for such purposes shall be equal to the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration pursuant to Section 5.02.

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        "Parity Securities" means the Issuer's perpetual capital instruments, preferred or preference shares or other securities issued directly or indirectly by it ranking pari passu with the Perpetual Subordinated Capital Securities as to rights to interest or dividend payments and participation in the assets of the Issuer in the event of liquidation.

        "Paying Agent" means any Person authorized by the Issuer to pay the principal of (and premium, if any, on), interest, Deferred Interest, if any, or any additional amounts in respect of, any Securities on behalf of the Issuer and shall include the Subordinated Trustee.

        "Payment Default" has the meaning specified in Section 5.03(a).

        "Payment Event" has the meaning specified in Section 5.03(d).

        "Perpetual Subordinated Capital Securities" means securities of the Issuer evidencing unsecured subordinated indebtedness of the Issuer authenticated and delivered under this Subordinated Indenture, which have no fixed Stated Maturity for the payment of principal or Redemption Date, to which the subordination provisions of Section 13.01(e) apply, and which have such further terms as are established pursuant to a Board Resolution or supplemental indenture executed pursuant to Section 3.01 hereof.

        "Perpetual Subordinated Debt Securities" means securities evidencing unsecured subordinated indebtedness of the Issuer authenticated and delivered under this Subordinated Indenture, which have no fixed Stated Maturity for the payment of principal or Redemption Date, to which the subordination provisions of Section 13.01(d) apply, and which have such further terms as are established pursuant to a Board Resolution or supplemental indenture executed pursuant to Section 3.01 hereof.

        "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity.

        "Place of Payment", when used with respect to the Securities of any series, means the place or places where the principal of (and premium, if any, on) and interest and Deferred Interest, if any, on, and any additional amounts in respect of, the Securities of that series are payable, as contemplated by Section 3.01.

        "Predecessor Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by that particular Security, and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Security.

        "Recognized Stock Exchange" means any stock exchange as defined in Section 841 of the Income and Corporations Taxes Act 1988 of the United Kingdom, as may be amended.

        "Redemption Date", when used with respect to any Security to be redeemed in whole or in part, means the date fixed for such redemption by or pursuant to this Subordinated Indenture; provided, however, that, unless otherwise provided with respect to the Securities (other than Perpetual Subordinated Capital Securities) of any series, if the Issuer does not pay all or any part of principal (or any premium or interest thereon) on the Redemption Date, the obligation to make such payment on such Redemption Date shall be deferred until the Deferred Principal Payment Date (it being understood for the avoidance of doubt that any such deferral shall take place only once with respect to any payment).

        "Redemption Price", when used with respect to any Security to be redeemed, means, unless otherwise specified in the Securities of a series, the aggregate of the amounts payable on redemption being the principal amount plus accrued interest, including any Deferred Interest.

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        "Registered Security" means any Security established pursuant to Section 2.01 which is registered in the Security Register.

        "Regular Record Date" for the interest payable on any Interest Payment Date on the Securities of any series, means the date, if any, specified for that purpose as contemplated by Section 3.01.

        "Regulatory Capital Requirement" means any minimum or notional margin of solvency or minimum regulatory capital or capital ratios required for insurance companies or insurance holding companies by the Financial Services Authority or any successor regulatory body.

        "Regulatory Event", with respect to Perpetual Subordinated Capital Securities of any series, shall be deemed to have occurred if the Perpetual Subordinated Capital Securities of such series would not be capable of counting as cover for the minimum or notional margin of solvency or minimum capital or capital ratios required of the Issuer by any Regulatory Capital Requirement as a result of any change to the Capital Regulations or the application or official interpretation thereof at any relevant time.

        "Responsible Officer", when used with respect to the Subordinated Trustee for any series of Securities, means any vice president (whether or not designated by a number or a word or words added before or after the title "vice president"), any senior trust officer or any other trust officer or any other officer associated with the corporate trust department of such Subordinated Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

        "Securities" means the Dated Subordinated Debt Securities, the Perpetual Subordinated Debt Securities and the Perpetual Subordinated Capital Securities.

        "Security Register" and "Security Registrar" have the respective meanings specified in Section 3.05.

        "Senior Creditors" has with respect to (i) Dated Subordinated Debt Securities, the meaning set forth in Section 13.01(c), (ii) Perpetual Subordinated Debt Securities, the meaning specified in Section 13.01(d) and (iii) Perpetual Subordinated Capital Securities, the meaning specified in Section 13.01(e).

        A "series" of Securities means all Securities denoted as part of the same series authorized by or pursuant to a particular Board Resolution or a particular indenture supplemental hereto.

        "Solvency Condition" means, when used with respect to any series of Securities, that, at and immediately after the relevant time, the Issuer is solvent by virtue of, (a) it being able to pay its debts to its Senior Creditors (as such term is defined for such series of Securities) as they fall due and (b) its total Assets exceeding its total Liabilities other than Liabilities to persons that are not Senior Creditors (as such term is defined for such series of Securities) by at least 4% or such other percentage specified by the Financial Services Authority from time to time as the Regulatory Capital Requirement. The determination of whether the Solvency Condition has been satisfied shall be made in accordance with Section 13.01(b) or as otherwise provided in the Board Resolution or supplemental indenture establishing the terms of such series of Securities.

        "Special Record Date" for the payment of any Defaulted Interest on the Securities of any series means a date fixed by the Issuer for such series pursuant to Section 3.07.

        "Specified Amount" has the meaning specified in Section 3.11(h).

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        "Stated Maturity", when used with respect to any Security or any installment of principal thereof (or premium, if any, thereon) or interest, if any, thereon, means the date, if any, specified in such Security as the fixed date on which the principal of such Security (or premium, if any, thereon) or such installment of principal (or premium, if any, thereon) or interest is due and payable; provided, however, that, unless otherwise provided with respect to the Securities of any series, if the Issuer does not pay all or any part of principal (or any premium or interest thereon) on the Stated Maturity, the obligation to make such payment and such Stated Maturity shall be deferred until the Deferred Principal Payment Date (it being understood for the avoidance of doubt that any such deferral shall take place only once with respect to any payment).

        "Stock Exchange", unless specified otherwise with respect to any particular series of Securities, means any stock exchange or securities association upon which any Securities of that series are duly listed.

        "Sterling" and the sign "£" mean United Kingdom Pounds Sterling.

        "Subordinated Indebtedness" means all indebtedness of the Issuer which by its terms is subordinated in the event of the bankruptcy, winding up or liquidation of the Issuer in right of payment to the claims of other unsubordinated creditors of the Issuer and so that, for the purpose of this definition, indebtedness shall include all liabilities, whether actual or contingent, under guarantees or indemnities.

        "Subordinated Indenture" means this instrument as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and, unless the context otherwise requires, shall include the terms of a particular series of Securities established as contemplated by Section 3.01.

        "Subordinated Trustee" means the Person named as the "Subordinated Trustee" in the first paragraph of this instrument and, subject to the provisions of Article Six hereof, shall also include its successors and assigns as Subordinated Trustee hereunder. If there shall be at one time more than one Subordinated Trustee hereunder, "Subordinated Trustee" shall mean each such Subordinated Trustee and shall apply to each such Subordinated Trustee only with respect to those series of Securities with respect to which it is serving as Subordinated Trustee.

        "Substitute Date" has the meaning specified in Section 5.15.

        "Tax Event" means a determination by the Issuer that: (i) in making any interest payments or Deferred Interest Payments on the Securities of any series, the Issuer has paid, or will or would on the next Interest Payment Date be required to pay, additional amounts required by Section 10.07 hereof; (ii) payments, including Deferred Interest Payments, on the next Interest Payment Date in respect of any Perpetual Subordinated Capital Securities would be treated as "distributions" within the meaning of Section 209 of the Income and Corporation Taxes Act 1988 of the United Kingdom (as amended, re-enacted or replaced); or (iii) as a result of a change in or amendment to the laws or regulations of the United Kingdom or any political subdivision or any authority thereof or therein having power to tax, including any treaty to which the United Kingdom is a party, or any change in an application or official interpretation of those laws or regulations, (including a holding by a court or tribunal of competent jurisdiction), which change or amendment becomes effective on or after the initial issue date of such series, the Issuer would not be entitled to claim a deduction in computing its U.K. taxation liabilities in respect of any interest payment (including any Deferred Interest Payment) on the Perpetual Subordinated Capital Securities or the value of the deduction to the Issuer would be materially reduced.

        "Trust Indenture Act" means the U.S. Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, as in force at the date as of which this instrument was executed, except as provided in Section 9.05.

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        "United Kingdom" and "U.K." mean The United Kingdom of Great Britain and Northern Ireland.

        "United States" and "U.S." mean, unless otherwise specified with respect to the Securities of a series pursuant to Section 3.01, the United States of America (including the States and the District of Columbia), its territories, its possessions (which include at the date of this Subordinated Indenture Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) and other areas subject to its jurisdiction.

        "U.S. Government Obligations" means non-callable (i) direct obligations (or certificates representing an ownership interest in such obligations) of the United States for which its full faith and credit are pledged or (ii) obligations of a Person controlled or supervised by, and acting as an agency or instrumentality of, the United States, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States.

        "Valuation Date" has the meaning specified in Section 3.11(c).

        "Yield to Maturity", when used with respect to any Discounted Security, means the yield to maturity, if any, set forth in such Discounted Security.

SECTION 1.02. Compliance Certificates and Opinions.

        Upon any application or request by the Issuer to the Subordinated Trustee for any series of Securities to take any action under any provision of this Subordinated Indenture, the Issuer shall furnish to such Subordinated Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Subordinated Indenture relating to the proposed action have been complied with, and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, provided that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Subordinated Indenture relating to such particular application or request the requirements hereof and thereof may be satisfied by the same documents as contemplated by Section 1.03 such that no duplicate certificate or opinion need be furnished.

        Every certificate (other than certificates provided pursuant to Section 10.04) or opinion with respect to compliance with a condition or covenant provided for in this Subordinated Indenture shall include the following (or such other statements or information as the Subordinated Trustee may reasonably request):

        (1)   a statement that each individual signing such certificate or opinion has read such condition or covenant and the definitions herein relating thereto;

        (2)   a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

        (3)   a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and

        (4)   a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

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SECTION 1.03. Form of Documents Delivered to Subordinated Trustee.

        In any case where several matters are required to be certified by, or covered by an opinion of, any of a number of specified Persons, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

        Any certificate or opinion of an officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to matters upon which his certificate or opinion is based are erroneous.

        Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Issuer stating that the information with respect to such factual matters is in the possession of the Issuer unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

        Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Subordinated Indenture, they may, but need not, be consolidated and form one instrument.

SECTION 1.04. Acts of Holders; Communication by Holders with Other Holders.

        (a)   Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Subordinated Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Subordinated Trustee for the appropriate series of Securities and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Subordinated Indenture and (subject to Section 6.01) conclusive in favor of the Subordinated Trustee for the appropriate series of Securities, the Issuer and any agent of such Subordinated Trustee or the Issuer, if made in the manner provided in this Section.

        The Issuer may set at its discretion a record date for purposes of determining the identity of Holders of Securities entitled to vote or consent to any action by vote or consent authorized or permitted under this Subordinated Indenture, but the Issuer shall have no obligation to do so. If not set by the Issuer prior to the first solicitation of Holders of Securities of such series made by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day prior to the first solicitation of such vote or consent or, if later, the date of the most recent list of Holders furnished to the Subordinated Trustee prior to such solicitation pursuant to Section 7.01. Upon the fixing of such a record date, those persons who were Holders of Securities at such record date (or their duly designated proxies), and only those persons, shall be entitled with respect to such Securities to take such action by vote or consent or to revoke any vote or consent previously given, whether or not such persons continue to be Holders after such record date.

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        (b)   The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public, commissioner for oaths or other officer authorized by law to take acknowledgements of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or association or a member of a partnership, or an official of a public or governmental body, on behalf of such corporation, association, partnership or public or governmental body or by a fiduciary, such certificate or affidavit shall also constitute sufficient proof of this authority.

        (c)   The fact and date of the execution by any Person of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Subordinated Trustee for the appropriate series of Securities deems sufficient.

        (d)   The principal amount and serial numbers of Registered Securities held by any Person, and the date of holding the same, shall be proved by the Security Register.

        (e)   In determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver under this Subordinated Indenture, the principal amount of a Discounted Security that may be counted in making such determination and that shall be deemed to be Outstanding for such purposes shall be equal to the amount of the principal thereof that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02 at the time the taking of such action by the Holders of such requisite aggregate principal amount is evidenced to the Subordinated Trustee for such Securities.

        (f)    Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Subordinated Trustee for such Securities, the Security Registrar, any Paying Agent or the Issuer, in reliance thereon, whether or not notation of such action is made upon such Security.

SECTION 1.05. Notices, Etc., to Subordinated Trustee or Issuer.

        Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Subordinated Indenture to be made upon, given or furnished to, or filed with:

        (1)   the Subordinated Trustee for a series of Securities by any Holder or the Issuer shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with such Subordinated Trustee at its Corporate Trust Office, Attention: Citibank Agency and Trust; or

        (2)   the Issuer, by the Subordinated Trustee, or any Holder shall be sufficient for every purpose hereunder (except as provided in clause (g) of Section 5.03) if (a) addressed to Prudential plc, "Attention: Group Secretarial" and (b) in writing and mailed, first class postage prepaid, or hand delivered, to the Issuer, addressed to it at the address of its principal office specified in the first paragraph of this Subordinated Indenture or at any other address previously furnished in writing to such Subordinated Trustee by the Issuer or if sent by facsimile transmission addressed to the Issuer at facsimile number +44 (0)20 7548 3739 or at any other facsimile number previously furnished in writing to such Subordinated Trustee by the Issuer.

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SECTION 1.06. Notice to Holders; Waiver.

        Where this Subordinated Indenture provides for notice to Holders of a series of Registered Securities of any event, such notice shall be given (unless otherwise expressly provided herein or in the Securities of a series) in writing and mailed, first class postage prepaid, to each Holder, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.

        In any case where notice to Holders of Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Registered Security shall affect the sufficiency of such notice with respect to other Holders. Any notice mailed in the manner prescribed by this Subordinated Indenture shall be deemed to have been given whether or not received by any particular Holder. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice to Holders of Registered Securities by mail, then such notification as shall be made with the approval of the Subordinated Trustee for such Securities shall constitute a sufficient notification for every purpose hereunder.

        Notwithstanding the first paragraph of this Section 1.06, if the entire principal amount of the Securities of a series or a portion thereof is represented by one or more global Securities held by a Depositary, all notices with respect to such principal amount or portion thereof, as the case may be, shall be sent to such Depositary or its nominee, as the Holder, and such Depositary will communicate such notices to its participants in accordance with its standard procedures.

        Where this Subordinated Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Subordinated Trustee for such Securities, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

        A copy of any notice or communication sent by the Issuer to any Holder of Securities shall also be provided to the Subordinated Trustee at the same time in the manner provided for to the Subordinated Trustee under Section 1.05.

SECTION 1.07. Conflict with Trust Indenture Act.

        If any provision of this Subordinated Indenture limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under the Trust Indenture Act to be a part of and govern this Subordinated Indenture, the latter provision shall control. If any provision of this Subordinated Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Subordinated Indenture as so modified or excluded, as the case may be.

SECTION 1.08. Effect of Headings and Table of Contents.

        The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 1.09. Successors and Assigns.

        All covenants and agreements in this Subordinated Indenture by the Issuer shall bind its respective successors and assigns, whether so expressed or not.

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SECTION 1.10. Separability Clause.

        In any case any provision in this Subordinated Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1.11. Benefits of Subordinated Indenture.

        Nothing in this Subordinated Indenture or in the Securities, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this Subordinated Indenture.

SECTION 1.12. Governing Law.

        This Subordinated Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York, except as stated in Section 2.01 and except for Section 13.01, which shall be governed by and construed in accordance with the laws of England and Wales.

SECTION 1.13. Non-Business Day.

        Unless otherwise specified in the Securities of a series, in any case where any Interest Payment Date, Redemption Date or Stated Maturity of a Security of any particular series shall not be a Business Day at any Place of Payment with respect to Securities of that series, then (notwithstanding any other provision of this Subordinated Indenture) payment of principal (or, if the context so requires, lesser amount in the case of Discounted Securities) of (and premium, if any, on) and interest and Deferred Interest, if any, with respect to such Security need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be; and provided further, that if such next succeeding Business Day at any Place of Payment would fall in the succeeding fiscal year of the Issuer, payment may be made in full on the immediately preceding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.

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SECTION 1.14. Immunity of Incorporators, Stockholders, Officers and Directors.

        No recourse shall be had for the payment of the principal of (or premium, if any, on), or interest or Deferred Interest, if any, on any Security of any series, or for any claim based thereon, or upon any obligation, covenant or agreement of this Subordinated Indenture or any indenture supplemental hereto, or any Security, or because of any indebtedness evidenced thereby, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Issuer or of any predecessor or successor corporations thereto, either directly or indirectly through the Issuer or any predecessor or successor corporations, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that this Subordinated Indenture and all the Securities of each series are solely corporate obligations, and that no personal liability whatsoever shall attach to, or is incurred by, any incorporator, stockholder, officer or director, past, present or future, of the Issuer or of any predecessor or successor corporations thereto, either directly or indirectly through the Issuer or any such predecessor or successor corporations, because of the incurring of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants or agreements contained in this Subordinated Indenture or in any of the Securities of any series, as the case may be, or to be implied herefrom or therefrom; and that all such personal liability is hereby expressly released and waived as a condition of, and as part of the consideration for, the execution of this Subordinated Indenture and the issuance of the Securities of each series.

SECTION 1.15. Certain Matters Relating to Currencies.

        Whenever any action or Act is to be taken hereunder by the Holders of Securities denominated in different currencies or currency units, then for purposes of determining the principal amount of Securities held by such Holders, the aggregate principal amount of the Securities denominated in a Foreign Currency or currency unit shall be deemed to be that amount of Dollars that could be obtained for such principal amount on the basis of a spot rate of exchange specified to the Subordinated Trustee for such series in an Exchange Rate Officers' Certificate or a Currency Determination Agent's Certificate for such Foreign Currency or currency unit into Dollars as of the date the taking of such action or Act by the Holders of the requisite percentage in aggregate principal amount of the Securities.

SECTION 1.16. Language of Notices, Etc.

        Any request, demand, authorization, direction, notice, consent, waiver or other action required or permitted under this Subordinated Indenture shall be in the English language, and any published notice may also be in an official language of the country or province of publication.

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SECTION 1.17. Appointment of Agent for Service.

        By the execution and delivery of this Subordinated Indenture, the Issuer designates and appoints Jackson National Life Insurance Company at 1 Corporate Way, Lansing, Michigan 48951, as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Securities or this Subordinated Indenture which may be instituted in any Federal or New York State Court located in the Borough of Manhattan, City and State of New York but for that purpose only, and agrees that service of process upon said Jackson National Life Insurance Company, directed to the attention of Thomas J. Meyer and written notice of said service given by the Person serving the same to it, addressed as provided in Section 1.05, shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in such Borough, City and State. The Issuer hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and irrevocably waives, to the fullest extent it may lawfully do so, any objection it may have now or hereafter to the laying of the venue of any such suit, action or proceeding in any such court and irrevocably waives, to the fullest extent it may lawfully do so, any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Such submission and waiver shall be irrevocable so long as any of the Securities remain Outstanding and such appointment shall be irrevocable until the appointment of a successor by the Issuer and such successor's acceptance of such appointment. Upon such acceptance, the Issuer shall notify the Subordinated Trustee of the name and address of such successor. The Issuer further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said Jackson National Life Insurance Company or its successor in full force and effect so long as any of the Securities shall be Outstanding. The Subordinated Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Issuer to take any such action.

        The Issuer agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer, and may be enforced in the courts of England and Wales (or any other courts to the jurisdiction of which the Issuer is subject) by a suit upon such judgment, provided that service of process is effected upon the Issuer in the manner specified in the foregoing paragraph or as otherwise permitted by law; provided, however, that the Issuer does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment, (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration of, any such judgment, or (iii) any other right or remedy of the Issuer to the extent not expressly waived in accordance with this Section 1.17.

        Notwithstanding the foregoing, any actions arising out of or relating to the Securities or this Subordinated Indenture may be instituted by any party hereto and, subject to the limitations set forth in Article Five of this Subordinated Indenture, by the Holder of any Security in any competent court in England and Wales.

        Nothing in this Section shall affect the right of the Subordinated Trustee or any Holder of any Security to serve process in any manner permitted by applicable law or limit the right of the Subordinated Trustee or any Holder of any Security to bring proceedings against the Issuer in the courts of any other jurisdiction or jurisdictions.

SECTION 1.18. Rules by the Subordinated Trustee.

        The Subordinated Trustee may make reasonable rules for action by or a meeting of Holders.

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ARTICLE TWO
SECURITY FORMS

SECTION 2.01. Forms of Securities.

        The Registered Securities of each series shall be in such form or forms as shall be established by or pursuant to a Board Resolution or in an indenture supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Subordinated Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law, with any rule or regulation made pursuant thereto, with any rules of any securities exchange or any automated quotation system or to conform to usage, as may, consistently herewith, be determined by the officers executing such Securities. Such execution of such Securities shall be conclusive evidence as regards the Issuer as to any such determination by the Issuer.

        Each Security issued hereunder shall have endorsed thereon a statement in the following form or in substantially the following form:

        THE RIGHTS OF THE HOLDER OF THIS SECURITY ARE, TO THE EXTENT AND IN THE MANNER SET FORTH IN SECTION 13.01 OF THE SUBORDINATED INDENTURE HEREINAFTER REFERRED TO, SUBORDINATED TO THE CLAIMS OF OTHER CREDITORS OF THE ISSUER AND THIS SECURITY IS ISSUED SUBJECT TO THE PROVISIONS OF THAT SECTION 13.01, AND THE HOLDER OF THIS SECURITY BY ACCEPTING THE SAME, AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS. THE PROVISIONS OF SECTION 13.01 OF THE SUBORDINATED INDENTURE AND THE TERMS OF THIS PARAGRAPH SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ENGLAND AND WALES.

        The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, all as determined by the officers executing such Securities. Such execution of such definitive Securities shall be conclusive evidence as regards the Issuer as to any such determination made by the Issuer.

SECTION 2.02. Form of Certificate of Authentication.

        Unless otherwise specified as contemplated by Section 3.01, the Certificate of Authentication on all Securities shall be in substantially the following form:

        "This is one of the Securities of the series designated in, and referred to in, the Subordinated Indenture described herein.

CITIBANK, N.A. as Subordinated Trustee
By	Authorized Signatory

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SECTION 2.03. Securities in Global Form.

        If any Security of a series is issuable in global form, such Security may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Subordinated Trustee or Security Registrar and in such manner as shall be specified in such Security. Any instructions by the Issuer with respect to a Security in global form, after its initial issuance, shall be in writing but need not comply with Section 1.02.

        Global Securities may be issued in registered form.

        Unless otherwise specified in the Securities of a series, every global Registered Security authenticated and delivered hereunder shall bear a legend in substantially the following form:

        THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE SUBORDINATED INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY trust company OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM IN ACCORDANCE WITH THE TERMS HEREOF AND OF THE INDENTURE, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE OR TO THE DEPOSITORY TRUST COMPANY OR A SUCCESSOR THEREOF BY A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR A SUCCESSOR THEREOF AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE SUBORDINATED INDENTURE.

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER ENTITY AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

ARTICLE THREE
THE SECURITIES

SECTION 3.01. Title; Payment and Terms.

        The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Subordinated Indenture is unlimited. The Securities may be issued up to the aggregate principal amount of Securities from time to time authorized by or pursuant to a Board Resolution of the Issuer.

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        The Securities may be issued in one or more series. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to Section 3.03, set forth in, or determined in the manner provided in, an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series any or all of the following, as applicable (each of which, if so provided, may be determined from time to time by the Issuer with respect to unissued Securities of the series and set forth in such Securities of the series when issued from time to time):

        (1)   whether Securities of that series are to be Dated Subordinated Debt Securities, Perpetual Subordinated Debt Securities or Perpetual Subordinated Capital Securities;

        (2)   the title of the Securities of that series (which shall distinguish the Securities of that series from all other series of Securities); if the Securities of that series will be in bearer rather than registered form, the forms, procedures and mechanisms to be employed in connection therewith; any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Subordinated Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);

        (3)   the percentage or percentages of principal amount at which the debt securities of the series will be issued;

        (4)   certain dates or periods, including: (a) the original issue date or dates or periods during which the Securities of that series may be issued; (b) the date or dates (or manner of determining the same) on which, or the range of dates within which, the principal of (and premium, if any, on) the Securities of that series is payable; and (c) the record dates, if any, for the determination of Holders of Securities of such series to whom such principal (and premium, if any) is payable;

        (5)   information with regard to interest, including: (a) the rate or rates (or the manner of calculation thereof, including any provisions for the increase or decrease of such rate or rates upon the occurrence of specific events) at which the Securities of that series shall bear interest (if any), or the discount, if any, at which any Discounted Securities may be issued; (b) the date or dates from which such interest shall accrue; (c) the Interest Payment Dates on which such interest shall be payable (or manner of determining the same); and (d) the Regular Record Date for the interest payable on any Securities on any Interest Payment Date;

        (6)   the place or places where, subject to the provisions of Section 10.02: (a) the principal of (and premium, if any, on) and interest or Deferred Interest, if any, on Securities of that series shall be payable; (b) any Registered Securities of that series may be surrendered for registration of transfer, any Securities of that series may be surrendered for exchange; and (c) notices and demands to or upon the Issuer in respect of the Securities of that series and this Subordinated Indenture may be served;

        (7)   the terms and conditions, if any, upon which Securities of that series may be redeemed, purchased or repaid in whole or in part, at the option of the Issuer or otherwise, including the period or periods within which or manner of determining the same, the price or prices at which or manner of determining the same, and the currency or currency unit in which the Securities may be redeemed;

        (8)   the obligation (which may be fixed or contingent upon events), if any, of the Issuer to redeem, purchase or repay Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which or manner of determining the same, the price or prices at which or manner of determining the same, the currency or currency unit in which, and the terms and conditions upon which, Securities of that series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

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        (9)   the minimum denomination or denominations in which any Registered Securities of that series shall be issuable if other than integral multiples of $1,000;

        (10) with respect to Securities other than Perpetual Subordinated Debt Securities or Perpetual Subordinated Capital Securities, if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02;

        (11) any additional covenants or agreements with respect to Securities of that series;

        (12) if other than as set forth in this Subordinated Indenture, any Events of Default, Payment Defaults, Capital Security Defaults and Payment Events (including the Events of Default, Payment Defaults, Capital Security Defaults and Payment Events described in Sections 5.01 and 5.03) and any covenants or agreements of the Issuer with respect to the Securities of that series, whether or not such Events of Default, Payment Defaults, Capital Security Defaults or Payment Events or covenants or agreements are consistent with the Events of Default, Payment Defaults, Capital Security Defaults or Payment Events or covenants or agreements set forth herein;

        (13) if a Person other than Citibank, N.A. is to act as Subordinated Trustee for the Securities of that series, the name and location of the Corporate Trust Office of such Subordinated Trustee;

        (14) if other than Dollars, the currency or currency unit in which payment of the principal of (and premium, if any, on) and interest or Deferred Interest, if any, on the Securities of that series shall be made or in which the Securities of that series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of the provisions of Section 3.11;

        (15) if the principal of (and premium, if any, on) and interest and Deferred Interest, if any, on the Securities of that series are to be payable, at the election of the Issuer or a Holder thereof, in a currency or currency unit other than that in which such Securities are denominated or stated to be payable, in accordance with provisions in addition to, in lieu of or in accordance with the provisions of Section 3.11, the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the currency and currency unit in which such Securities are denominated or stated to be payable and the currency or currency unit in which such Securities are to be so payable;

        (16) the designation of the original Currency Determination Agent, if any, and in what circumstances a Currency Determination Agent's Certificate or an Exchange Rate Officers' Certificate shall be delivered for Securities of that series;

        (17) the index, if any, used to determine the amount of payments of principal of (and premium, if any, on) and interest and Deferred Interest, if any, on the Securities of that series;

        (18) if other than as set forth in Section 4.01, provisions for the satisfaction and discharge of this Subordinated Indenture with respect to the Securities of that series;

        (19) if the amount of payments of principal of (and premium, if any, on) and interest and Deferred Interest, if any, on the Securities of that series may be determined, at the election of the Issuer or a Holder thereof, with reference to an index based on a currency or currency unit other than that in which such Securities are denominated or stated to be payable or any other index, the manner in which such amounts shall be determined;

        (20) the date as of which any global Security representing Outstanding Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issued;

        (21) the application, if any, of Sections 10.07 and 11.08 to the Securities of that series;

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        (22) whether the Securities of the series shall be issued in whole or in part in the form of a global Security or Securities and, in such case, the Depositary for such global Security or Securities;

        (23) whether any legends shall be stamped or imprinted on all or a portion of the Securities of such series, and the terms and conditions upon which any such legends may be removed;

        (24) the form of the Securities of that series (including the terms and conditions of such Securities);

        (25) in the case of any series of Perpetual Subordinated Capital Securities, the particular terms of such series, including those relating to the Optional Interest Payment Dates, Alternative Coupon Satisfaction Mechanism, Definitive Suspension, optional redemption, and such other terms relating to Deferred Interest, Events of Default, Capital Security Defaults, Payment Events, Tax Events, Regulatory Events, Junior Securities, Parity Securities and subordination; and

        (26) any other terms of that series (which terms shall be consistent with the provisions of this Subordinated Indenture except as such terms are otherwise expressly provided for in an applicable Board Resolution or supplemental indenture executed hereunder with respect to such series).

        All Securities of any particular series shall be identical except as to authentication date, public offering price, denomination and issue date except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officers' Certificates relating thereto or provided in or pursuant to any supplemental indenture hereto (provided that the Securities of a series shall be fungible with all other Securities of such series). The terms of such Securities may be determined by the Issuer from time to time if so provided in or established pursuant to the authority granted in the Board Resolutions. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Securities of such series.

        If any of the terms of the Securities of a series are established by action taken pursuant to one or more Board Resolutions, a copy of an appropriate record of such action shall be certified by an appropriate officer of the Issuer and delivered to the Subordinated Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of such Securities.

        Prior to the delivery of a Security of any series in any such form to the Subordinated Trustee for authentication, the Issuer shall deliver to the Subordinated Trustee (and the Subordinated Trustee shall be fully protected in relying upon) the following:

        (1)   the Board Resolution of the Issuer and, if applicable, the supplemental indenture by or pursuant to which such form of Security to be endorsed thereon have been approved;

        (2)   an Officers' Certificate of the Issuer dated the date such certificate is delivered to the Subordinated Trustee stating that all conditions precedent provided for in this Subordinated Indenture relating to the authentication and delivery of such Securities in such form have been complied with; and

        (3)   an Opinion of Counsel stating that each of the Securities when (a) completed by appropriate insertions and executed and delivered by the Issuer to the Subordinated Trustee for authentication in accordance with this Subordinated Indenture, (b) authenticated (if appropriate) and delivered by the Subordinated Trustee in accordance with this Subordinated Indenture within the authorization as to aggregate principal amount established from time to time by the Board of Directors of the Issuer and (c) sold in the manner specified in such Opinion of Counsel, will be the valid, binding and enforceable obligations of the Issuer subject to applicable bankruptcy, reorganization, insolvency, moratorium and other laws relating to or affecting creditors' rights generally, to general equitable principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities.

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SECTION 3.02. Denominations and Currencies.

        Unless otherwise provided with respect to any series of Securities as contemplated by Section 3.01, any Registered Securities of a series shall be issuable in denominations of $1,000 and any integral multiple thereof.

SECTION 3.03. Execution, Authentication, Delivery and Dating.

        The Securities shall be executed on behalf of the Issuer by any two of its directors or by one director and the group secretary of the Issuer. The signature of any of these officers on the Securities may be manual or facsimile or, as and to the extent required by the Depositary, manual.

        Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

        At any time and from time to time after the execution and delivery of this Subordinated Indenture, the Issuer may deliver Securities of any series as executed by the Issuer to the Subordinated Trustee for the Securities of such series for authentication, together with an Issuer Order for the authentication and delivery of such Securities, and such Subordinated Trustee, in accordance with such Issuer Order, shall authenticate and deliver such Securities. If any Security shall be represented by a global Security, then, for purposes of this Section and Section 3.04, the notation of a beneficial owner's interest therein upon original issuance of such Security shall be deemed to be delivery in connection with the original issuance of such beneficial owner's interest in such global Security. If all the Securities of any one series are not to be issued at one time and if a Board Resolution or indenture supplemental hereto relating to such Securities shall so permit, such Issuer Order may set forth procedures acceptable to the Subordinated Trustee for the issuance of such Securities, including without limitation, procedures with respect to interest rate, Stated Maturity, if any, date of issuance and date from which interest, if any, shall accrue. Such procedures may authorize authentication and delivery pursuant to oral or electronic instruction from the Issuer or its duly authorized agent.

        Notwithstanding any contrary provision herein, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution and/or indenture supplemental hereto, Officers' Certificate and Opinion of Counsel otherwise required pursuant to Sections 1.02 and 3.01 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

        Each Registered Security shall be dated the date of its authentication.

        No Security shall be entitled to any benefit under this Subordinated Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by manual signature by the Subordinated Trustee for such Security or in the name of any Authenticating Agent pursuant to Section 3.14, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Security to the Subordinated Trustee for cancellation as provided in Section 3.09, for all purposes of this Subordinated Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Subordinated Indenture.

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        In case any Securities shall have been authenticated, but not delivered, by the Subordinated Trustee for such series then in office, any successor Subordinated Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Subordinated Trustee had itself authenticated such Securities.

        Any global Security shall, unless otherwise provided therein, be delivered to a Depositary designated pursuant to Section 3.01. Each Depositary designated pursuant to Section 3.01 for a global Security must at the time of its designation and at all times while it serves as such Depositary be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.

        The Subordinated Trustee shall have the right to decline to authenticate and deliver any Securities if the Subordinated Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Subordinated Trustee in good faith shall determine that such action would expose the Subordinated Trustee to personal liability to existing Holders or would affect the Subordinated Trustee's own rights, duties or immunities under the Securities, this Indenture or otherwise in a manner which is not reasonably acceptable to the Subordinated Trustee acting in good faith.

SECTION 3.04. Temporary Securities and Exchange of Securities.

        Pending the preparation of definitive Securities of any particular series, the Issuer may execute, and upon an Issuer Order the Subordinated Trustee for the Securities of such series shall authenticate and deliver, in the manner specified in Section 3.03, temporary Securities which are printed, lithographed, typewritten, photocopied or otherwise produced in any authorized denomination, with like terms and conditions as the definitive Securities of the series in lieu of which they are issued in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine. Such execution of such Securities shall be conclusive evidence as regards the Issuer as to any such determination made by the Issuer.

        If temporary Securities of any particular series are issued, the Issuer will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of such definitive Securities, the temporary Securities of such series shall be exchangeable for such definitive Securities and of a like Stated Maturity, if any, and with like terms and provisions upon surrender of the temporary Securities of such series at the office or agency of the Issuer in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any particular series, the Issuer shall execute and (in accordance with an Issuer Order delivered at or prior to the authentication of the first definitive Security of such series) the Subordinated Trustee for the Securities of such series shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations of the same series and of a like Stated Maturity, if any, and with like terms and provisions. Until exchanged as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Subordinated Indenture as definitive Securities of the same series with like terms and conditions, except where specified therein with respect to certification requirements prior to payment of interest in certain cases.

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SECTION 3.05. Registration, Registration of Transfer and Exchange.

        The Issuer shall cause to be kept for the Registered Securities of each series a security register (such security register or registers herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Registered Securities and of transfers of Registered Securities. Unless and until otherwise determined by the Issuer, the Subordinated Trustee shall act as Security Registrar and the Security Register shall be kept at the Corporate Trust Office of the Subordinated Trustee. At all reasonable times the Security Register shall be open for inspection by the Issuer and its duly authorized agents. The Issuer may appoint co-Security Registrars, provided that at any given time there shall be only one Security Register with respect to a series of Securities.

        Upon surrender for registration of transfer of any Registered Security of any particular series at the office or agency of the Issuer in a Place of Payment for that series, the Issuer shall execute, and upon an Issuer Order the Subordinated Trustee for the Securities of each series shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of any authorized denominations, and of a like Stated Maturity, if any, and of a like series and aggregate principal amount and with like terms and conditions.

        Except as set forth below, at the option of the Holder, Registered Securities of any particular series may be exchanged for other Registered Securities (and only Registered Securities) of any authorized denominations and of a like Stated Maturity, if any, and of a like series and aggregate principal amount and with like terms and conditions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and upon an Issuer Order the Subordinated Trustee for such Securities shall authenticate and deliver the Securities which the Holder making the exchange is entitled to receive.

        Notwithstanding any other provision of this Section or Section 3.04, unless and until it is exchanged in whole or in part for Registered Securities in definitive form, a global Security representing all or a portion of the Registered Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.

        If at any time the Depositary for Securities of a series in registered form notifies the Issuer that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities for such series shall no longer be eligible under Section 3.03, the Issuer shall appoint a successor Depositary with respect to the Securities for such series. If a successor Depositary for the Securities of such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 3.01 shall no longer be effective with respect to the Securities for such series and the Issuer will execute, and the Subordinated Trustee, upon receipt of an Issuer Order from the Issuer for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in an aggregate principal amount equal to the principal amount of the global Security or Securities representing such series in exchange for such global Security or Securities.

        The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more global Securities shall no longer be represented by such global Security. In such event the Issuer will execute, and the Subordinated Trustee, upon receipt of an Issuer Order from the Issuer for the authentication and delivery of definitive Registered Securities of such series, will authenticate and deliver Registered Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the global Security representing such series in exchange for such global Security.

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        If specified by the Issuer pursuant to Section 3.01 with respect to a series of Securities in registered form, the Depositary for such series of Securities may surrender a global Security for such series of Securities in exchange in whole or in part for Securities of such series of like tenor and terms, and in definitive form, on such terms as are acceptable to the Issuer and such Depositary. Thereupon the Issuer shall execute, and the Subordinated Trustee, upon an Issuer Order, shall authenticate and deliver, without service charge, (i) to each Person specified by such Depositary a new Security or Securities of the same series, of like tenor and terms and of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the global Security; and (ii) to such Depositary a new global Security of like tenor and terms and in a denomination equal to the difference, if any, between the principal amount of the surrendered global Security and the aggregate principal amount of Securities delivered to Holders thereof.

        Upon the exchange of a global Security for Securities in definitive form, such global Security if so exchanged in its entirety shall, upon an Issuer Order, be cancelled by the Subordinated Trustee. Registered Securities issued in exchange for a global Security pursuant to this Section 3.05 shall be registered in such names and in such authorized denominations as the Depositary for such global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Subordinated Trustee in writing. The Subordinated Trustee shall deliver, or cause to be delivered, such Registered Security to the persons in whose names such Securities are so requested.

        All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Subordinated Indenture, as the Securities surrendered upon such registration of transfer or exchange.

        Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Issuer or the Subordinated Trustee for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar for such series duly executed, by the Holder thereof or his attorney duly authorized in writing.

        No service charge shall be made for any registration of transfer or exchange of Securities, but the Issuer may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Holder's Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

        The Issuer shall not be required (i) to issue, register the transfer of or exchange Securities of any 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 for redemption under Section 11.04 and ending at the close of business on the day of mailing of the relevant notice of redemption or (ii) to register the transfer of or exchange any Security so selected for redemption as a whole or in part, except the unredeemed portion of any Security being redeemed in part.

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SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities.

        If (i) any mutilated Security is surrendered to the Subordinated Trustee for such Security, or the Issuer and the Subordinated Trustee for a Security receive evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) there is delivered to the Issuer and the Subordinated Trustee such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Issuer or the Subordinated Trustee that such Security has been acquired by a bona fide purchaser, the Issuer shall execute and upon its request the Subordinated Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security or in exchange for such mutilated Security, a new Security of the same series and in a like principal amount and of a like Stated Maturity, if any, and with like terms and conditions and bearing a number not contemporaneously outstanding.

        In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Issuer and the Subordinated Trustee for such Security such security or indemnity as may be required by them to save each of them harmless, and in case of destruction, loss or theft, evidence satisfactory to the Issuer and such Subordinated Trustee and any agent of any of them of the destruction, loss or theft of such Security and the ownership thereof.

        Upon the issuance of any new Security under this Section, the Issuer may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including all fees and expenses of the Subordinated Trustee for such Security) connected therewith.

        Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the Issuer whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Subordinated Indenture equally and proportionately with any and all other Securities of the same series duly issued hereunder.

        The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 3.07. Payment of Interest.

        (a)   General. Unless otherwise specified with respect to the Securities of any series, interest, if any, on any Security which is due and payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid, in the case of Registered Securities, to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest payment; provided, however, that interest, if any, payable at Maturity will be payable to the Person to whom principal shall be payable.

        Unless otherwise provided with respect to the Securities of any series, payment of interest may be made at the option of the Issuer by check mailed or delivered to the address of the Person entitled thereto as such address shall appear in the Security Register or by transfer to a bank account maintained by the payee.

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        (b)   Payments of Interest on Dated Subordinated Debt Securities or Perpetual Subordinated Debt Securities. Unless otherwise provided in the Board Resolution or supplemental indenture pursuant to Section 3.01 hereof establishing the terms of the particular series, if the Issuer fails to pay an installment of interest on an Interest Payment Date with respect to any Dated Subordinated Debt Securities or Perpetual Subordinated Debt Securities, or does not pay all or any part of the principal of (or premium, if any, on) any such Securities on the Stated Maturity, if any, or any other date set for redemption, the obligation to make such payment on such Interest Payment Date, Stated Maturity or other date set for redemption, as the case may be, shall be deferred until: (i) in the case of a payment of interest, the date upon which the Issuer pays a dividend on any class of its share capital or the Issuer makes any payment on any series of Securities ranking pari passu with such series of Dated Subordinated Debt Securities or Perpetual Subordinated Debt Securities (a "Deferred Interest Payment Date") or, in the case of Dated Subordinated Debt Securities, the earlier to occur of the Stated Maturity for the payment of principal on the Deferred Principal Payment Date, as the case may be; and (ii) in the case of a payment of principal (or premium, if any), the first Business Day after the date that falls six months after such payment was originally due (a "Deferred Principal Payment Date").

        No payment deferred in accordance with the foregoing will accrue interest and no payment so deferred shall be treated as due for any purpose until the Deferred Interest Payment Date or Deferred Principal Payment Date, as the case may be. Accordingly, no such deferral will constitute a Payment Default, Capital Security Default, Payment Event or an Event of Default under Section 5.03 hereof with respect to such Securities.

        (c)   Payments of Interest on Perpetual Subordinated Capital Securities. Unless otherwise provided in the Board Resolution or supplemental indenture pursuant to Section 3.01 hereof establishing the terms of a series of Perpetual Subordinated Capital Securities, (i) interest on the Perpetual Capital Securities will be due and payable on each Compulsory Interest Payment Date and (ii) any accrued interest for an Interest Period on any Perpetual Subordinated Capital Securities of a particular series which is not paid by the Issuer either (x) because the Issuer elects not to make a payment of interest on any Optional Interest Payment Date (including because it is required under the terms of any Parity Security not to pay the relevant interest payment) or (y) because the Solvency Condition is not met on an Interest Payment Date, together with any other accrued interest for previous Interest Periods in respect of such Perpetual Subordinated Capital Securities which was not so paid by the Issuer, so long as the same remains unpaid, shall constitute "Deferred Interest". Unless otherwise provided in the Board Resolution or supplemental indenture pursuant to Section 3.01 hereof establishing the terms of a series of Perpetual Subordinated Capital Securities, Deferred Interest shall not itself bear interest and will be payable only pursuant to the Alternative Coupon Satisfaction Mechanism provided for in the Board Resolution or supplemental indenture pursuant to Section 3.01 hereof, or in such other circumstances and in such manner as is set forth therein.

        If the Issuer defers an interest payment with respect to any Perpetual Subordinated Capital Securities in accordance with the terms of this Subordinated Indenture (including any Board Resolution or supplemental indenture pursuant to Section 3.01 hereof establishing the terms of such series), then neither the Issuer nor any entity the Issuer controls, directly or indirectly, shall be permitted: (a) to declare or pay a dividend or distribution or make any other payment on any Parity Securities or on any Junior Securities (other than a final dividend declared by the Issuer with respect to its ordinary shares prior to the date that the decision to defer such interest payment is made or a payment made by one of the Issuer's wholly-owned subsidiaries to another wholly-owned subsidiary or directly to the Issuer); or (b) to redeem, purchase or otherwise acquire any Parity Securities or any Junior Securities, in each case unless or until the interest otherwise due and payable on the next succeeding Interest Payment Date in respect of such Securities is duly set aside and provided for or is paid in full.

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        For purposes of the foregoing, the payment (or declaration of payment) of a dividend or distribution on Junior Securities and Parity Securities shall be deemed to include the making of any interest, coupon or dividend payment (or payment under any guarantee in respect thereof) and the redemption, purchase or other acquisition of such securities (save where the funds used to redeem, purchase or acquire those securities are derived from an issue of Junior Securities or Parity Securities (i) made at any time within the six-month period prior to the time of such redemption, purchase or acquisition, and (ii) with the same or junior ranking on a return of assets on a winding up or in respect of a distribution or payment of interest, coupons or dividends and/or any other amounts thereunder to those securities being redeemed, purchased or acquired). The Subordinated Trustee shall be entitled to rely on an Officers' Certificate as to whether the redemption, purchase or acquisition falls within the exception set out above and, if the Subordinated Trustee does so rely, such Officers' Certificate shall, in the absence of clear error, be conclusive and binding on the Issuer and the holders of the Securities.

        The Board Resolution or supplemental indenture pursuant to Section 3.01 hereof establishing the terms of each series of Perpetual Subordinated Capital Securities, shall set forth additional matters with respect to Deferred Interest with respect to such series, including: (a) the manner in which the Alternative Coupon Satisfaction Mechanism will apply to such series; (b) the dates, times and manner in which the Issuer will be obligated to satisfy any Deferred Interest; (c) the consequences of the occurrence of a Market Disruption Event or a Definitive Suspension; and (d) such other matters with respect to Deferred Interest as are set forth therein.

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        (d)   Payment of Defaulted Interest. Any interest (a) on any Dated Subordinated Debt Securities and the Perpetual Subordinated Debt Securities of any particular series which is due and payable, but is not punctually paid or duly provided for, on any Deferred Interest Payment Date or (b) on any Perpetual Subordinated Capital Securities of any particular series which is due and payable, but is not punctually paid or duly provided for, on any Compulsory Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Issuer, at its election in each case, as provided in clause (1) or (2) below:

        (1)   the Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names any Registered Securities of that series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Subordinated Trustee for such Securities of such series in writing at least thirty days prior to the date of the proposed payment of the amount of Defaulted Interest proposed to be paid on each Security of that series and the date of the proposed payment, and at the same time the Issuer shall deposit with such Subordinated Trustee an amount of money in the currency or currency unit in which interest on the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except as provided in Sections 3.11(b), 3.11(d) and 3.11(e)), equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to such Subordinated Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. The Issuer shall fix a Special Record Date, and promptly give notice thereof to the Subordinated Trustee, for the payment of such Defaulted Interest which shall not be more than 15 days and not less than 10 days prior to the date of the proposed payment. The Issuer or such Subordinated Trustee, in the name and at the expense of the Issuer, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, in the case of Registered Securities, to each Holder of Registered Securities of that series at his address as it appears in the Security Register no less than 7 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names any such Registered Securities of that series (or their respective Predecessor Securities) are registered on such Special Record Date and shall no longer be payable pursuant to the following clause (2); or

        (2)   the Issuer may make payment of any Defaulted Interest on Securities of any particular series in any other lawful manner not inconsistent with the requirements of any Stock Exchange on which the Registered Securities may be listed, and upon such notice as may be required by such Stock Exchange, unless, after notice is given by the Issuer to the Subordinated Trustee for the Securities of such series of such proposed manner of payment pursuant to this clause, such manner of payment shall be deemed practicable by such Subordinated Trustee.

        Subject to the foregoing provisions of this Section and Section 3.05, each Security delivered under this Subordinated Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

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        (e)   Payment of Interest on Deferred Interest. To the extent provided for in the Board Resolution or supplemental indenture pursuant to Section 3.01 hereof establishing the terms of a particular series of Perpetual Subordinated Capital Securities, a Redemption Date on which any Deferred Interest Payments are due to be satisfied may be postponed following the occurrence of a Market Disruption Event, or in other circumstances where the Issuer is otherwise not able to raise sufficient funds through the Alternative Coupon Satisfaction Mechanism to satisfy all Deferred Interest Payments payable on such Redemption Date. In such event, the Perpetual Subordinated Capital Securities of such series will remain Outstanding and will continue to accrue and pay interest in accordance with their terms, and such postponement of the Redemption Date will not constitute a Capital Security Default. In addition, to the extent set forth in such Board Resolution or supplemental indenture, following the 14th day after postponement of a Redemption Date as described above, interest will accrue on outstanding Deferred Interest Payments that would otherwise have been satisfied on such initially scheduled Redemption Date from (and including) the 14th day following such initial Redemption Date to (but excluding) the date such Deferred Interest Payments are paid, at the rate of interest applicable to such series of Perpetual Subordinated Capital Securities.

SECTION 3.08. Persons Deemed Owners.

        Prior to due presentment of a Registered Security for registration of transfer, the Issuer and the Subordinated Trustee and any agent of the Issuer or the Subordinated Trustee may treat the Person in whose name any such Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any, on) and (subject to Section 3.07) interest and Deferred Interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Issuer, such Subordinated Trustee or any agent of the Issuer or such Subordinated Trustee shall be affected by notice to the contrary.

        None of the Issuer, the Subordinated Trustee, any Paying Agent or the Security Registrar 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 or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

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SECTION 3.09. Cancellation.

        Unless otherwise specified in the Securities of a series, all Securities surrendered for payment, redemption, registration of transfer or exchange, or delivered in satisfaction of any sinking fund payment, shall, if surrendered to any Person other than the Subordinated Trustee for such Securities, be delivered to such Subordinated Trustee and shall be promptly cancelled by it. The Issuer may at any time deliver to the Subordinated Trustee for Securities of a series for cancellation any Securities previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by such Subordinated Trustee. Notwithstanding any other provision of this Subordinated Indenture to the contrary, in the case of a series, all the Securities of which are not to be originally issued at one time, a Security of such series shall not be deemed to have been Outstanding at any time hereunder if and to the extent that, subsequent to the authentication and delivery thereof, such Security is delivered to the Subordinated Trustee for such Security for cancellation by the Issuer or any agent thereof upon the failure of the original purchaser thereof to make payment therefor against delivery thereof, and any Security so delivered to such Subordinated Trustee shall be promptly cancelled by it. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Subordinated Indenture. All cancelled Securities held by the Subordinated Trustee for such Securities shall be disposed of by the Subordinated Trustee in accordance with its standard procedures and a certificate of disposition evidencing such disposition of Securities shall be provided to the Issuer by the Subordinated Trustee, unless by an Issuer Order the Issuer shall direct that such cancelled Securities shall be returned to it. Global Securities shall not be disposed of until exchanged in full for definitive Securities or until payment thereon is made in full.

SECTION 3.10. Computation of Interest.

        Except as otherwise specified as contemplated by Section 3.01 for Securities of any particular series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

SECTION 3.11. Currency and Manner of Payments in Respect of Securities.

        (a)   With respect to Securities of any series not permitting the election provided for in paragraph (b) below or the Holders of which have not made the election provided for in paragraph (b) below, payment of the principal of (and premium, if any, on) and interest and Deferred Interest, if any, on any Security of such series will be made in the currency or currency unit in which such Security is payable.

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        (b)   It may be provided pursuant to Section 3.01 with respect to Securities of any series that Holders shall have the option, subject to paragraphs (d) and (e) below, to receive payments of principal of (or premium, if any, on) or interest or Deferred Interest, if any, on such Securities in any of the currencies or currency units which may be designated for such election by delivering to the Subordinated Trustee for such series of Securities a written election with signature guarantees and in form and substance satisfactory to such Subordinated Trustee, not later than the close of business on the Election Date immediately preceding the applicable payment date. If a Holder so elects to receive such payments in any such currency or currency unit, such election will remain in effect for such Holder until changed by such Holder by written notice to the Subordinated Trustee for such series of Securities (but any such change may be made not later than the close of business on the Election Date immediately preceding the next payment date to be effective for the payment to be made on such payment date and no such change of election may be made with respect to payments to be made on any Security of such series with respect to which an Event of Default, Payment Default, Capital Security Default or Payment Event has occurred and is continuing or notice of redemption has been given by the Issuer pursuant to Article Eleven). In the event that any Holder makes any such election pursuant to the preceding sentence, such election will not be effective as to any transferee of such Holder and such transferee shall be paid in the currency or currency unit indicated pursuant to paragraph (a) above unless such transferee makes an election pursuant to the preceding sentence; provided, however, that such election, if in effect while funds are on deposit with respect to the Securities of such series as described in Section 4.01(a)(1)(B), will be effective as to any transferee of such Holder unless otherwise specified pursuant to Section 3.01 for the Securities of such series. Any Holder of any such Security who shall not have delivered any such election to the Subordinated Trustee of such series of Securities not later than the close of business on the applicable Election Date will be paid the amount due on the applicable payment date in the relevant currency or currency unit as provided in paragraph (a) of this Section 3.11. In no case may a Holder of Securities of any series elect to receive payments in any currency or currency unit as described in this Section 3.11(b) following deposit of funds or U.S. Government Obligations with respect to the Securities of such series as described in Section 4.01(a)(1)(B). The Subordinated Trustee for each such series of Securities shall notify the Currency Determination Agent as soon as practicable after the Election Date of the aggregate principal amount of Securities for which Holders have made such written election.

        (c)   If the election referred to in paragraph (b) above has been provided for pursuant to Section 3.01, then not later than the fourth Business Day after the Regular Record Date for each payment date for Securities of any series, the Currency Determination Agent will deliver to the Issuer a written notice specifying, in the currency or currency unit in which Securities of such series are payable, the respective aggregate amounts of principal of (and premium, if any, on) and interest and Deferred Interest, if any, on the Securities to be paid on such payment date, specifying the amounts in such currency or currency unit so payable in respect of the Securities of such series as to which the Holders thereof shall have elected to be paid in a currency or currency unit other than that in which such series is denominated as provided in paragraph (b) above. If the election referred to in paragraph (b) above has been provided for pursuant to Section 3.01 and if at least one Holder has made such election, then, on the second Business Day preceding such payment date the Issuer will deliver or cause to be delivered to the Subordinated Trustee for such series of Securities an Exchange Rate Officers' Certificate or a Currency Determination Agent's Certificate in respect of the Dollar, Foreign Currency or currency unit payments to be made on such payment date. The Dollar, Foreign Currency or currency unit amount receivable by Holders of Securities who have elected payment in a currency or currency unit as provided in paragraph (b) above shall, unless otherwise provided pursuant to Section 3.01, be determined by the Issuer or the Currency Determination Agent on the basis of the applicable Market Exchange Rate in effect on the third Business Day (the "Valuation Date") immediately preceding each payment date.

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        (d)   Unless otherwise specified for Securities of a series pursuant to Section 3.01, if a Conversion Event occurs with respect to a Foreign Currency or any other currency unit in which any of the Securities are denominated or payable other than pursuant to an election provided for pursuant to paragraph (b) above, then with respect to each date for the payment of principal of (and premium, if any, on) and interest and Deferred Interest, if any, on the applicable Securities denominated or payable in such Foreign Currency or such other currency unit occurring after the last date on which such Foreign Currency or such other currency unit was available (the "Conversion Date"), the Dollar shall be the currency of payment for use on each such payment date. The Dollar amount to be paid by the Issuer to the Subordinated Trustee of each such series of Securities and with respect to such payment date shall be the Dollar Equivalent of the Foreign Currency or, in the case of a currency unit, the Dollar Equivalent of the Currency Unit, in each case as determined by the Currency Determination Agent in the manner provided in paragraph (f) or (g) below.

        (e)   Unless otherwise specified for Securities of a series pursuant to Section 3.01, if the Holder of a Security denominated in any currency or currency unit shall have elected to be paid in another currency or currency unit as provided in paragraph (b) above, and a Conversion Event occurs with respect to such elected currency or currency unit, such Holder shall receive payment in the currency or currency unit in which payment would have been made in the absence of such election. Unless otherwise specified for Securities of a series pursuant to Section 3.01, if a Conversion Event occurs with respect to the currency or currency unit in which payment would have been made in the absence of such election, such Holder shall receive payment in Dollars as provided in paragraph (d) of this Section 3.11 or, in the case of a Conversion Event with respect to Dollars, in such currency or currency units as the Trustee shall select.

        (f)    Unless otherwise specified for Securities of a series pursuant to Section 3.01, the "Dollar Equivalent of the Foreign Currency" shall be determined by the Currency Determination Agent and shall be obtained for each subsequent payment after the Conversion Date by converting the specified Foreign Currency into Dollars at the Market Exchange Rate on the Conversion Date.

        (g)   Unless otherwise specified for Securities of a series pursuant to Section 3.01, the "Dollar Equivalent of the Currency Unit" shall be determined by the Currency Determination Agent and subject to the provisions of paragraph (h) below shall be the sum of each amount obtained by converting the Specified Amount of each Component Currency into Dollars at the Market Exchange Rate for such Component Currency on the Valuation Date with respect to each payment.

        (h)   For purposes of this Section 3.11 the following terms shall have the following meanings:

        A "Component Currency" shall mean any currency which, on the Conversion Date, was a component currency of the relevant currency unit.

        "Election Date" shall mean any date for any series of Securities as specified pursuant to Section 3.01(14) by which the written election referred to in Section 3.11(b) may be made, such date to be not later than the Regular Record Date for the earliest payment for which such election may be effective.

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        A "Specified Amount" of a Component Currency shall mean the number of units of such Component Currency or fractions thereof which were represented in the relevant currency unit on the Conversion Date. If after the Conversion Date the official unit of any Component Currency is altered by way of combination or subdivision, the Specified Amount of such Component Currency shall be divided or multiplied in the same proportion. If after the Conversion Date two or more Component Currencies are consolidated into a single currency, the respective Specified Amounts of such Component Currencies shall be replaced by an amount in such single currency equal to the sum of the respective Specified Amounts of such consolidated Component Currencies expressed in such single currency, and such amount shall thereafter be a Specified Amount and such single currency shall thereafter be a Component Currency. If after the Conversion Date any Component Currency shall be divided into two or more currencies, the Specified Amount of such Component Currency shall be replaced by amounts of such two or more currencies, each of whose Dollar Equivalent at the Market Exchange Rate on the date of such replacement shall be equal to the Dollar Equivalent of the Specified Amount of such former Component Currency at the Market Exchange Rate on such date divided by the number of currencies into which such Component Currency was divided, and such amounts shall thereafter be Specified Amounts and such currencies shall thereafter be Component Currencies. If, on or after the Conversion Date of the relevant currency unit, a Conversion Event (other than any event referred to above in this definition of "Specified Amount") occurs with respect to any Component Currency of such currency unit and is continuing on the applicable Valuation Date, the Specified Amount of such Component Currency shall, for purposes of calculating the Dollar Equivalent of the Currency Unit, be converted into Dollars at the Market Exchange Rate in effect on the Conversion Date of such Component Currency.

        All decisions and determinations of the Currency Determination Agent regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency Unit, the Market Exchange Rate and changes in the Specified Amounts as specified above shall be in its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Issuer and the Subordinated Trustee for the appropriate series of Securities and all Holders of such Securities denominated or payable in the relevant currency or currency units. The Currency Determination Agent shall promptly give written notice to the Issuer and the Subordinated Trustee for the appropriate series of Securities of any such decision or determination.

        In the event of a Conversion Event with respect to a Foreign Currency, the Issuer, after learning thereof, will immediately give written notice thereof to the Subordinated Trustee of the appropriate series of Securities and the Currency Determination Agent (and the Subordinated Trustee will promptly thereafter give notice in the manner provided in Section 1.06 to the Holders) specifying the Conversion Date. In the event of a Conversion Event with respect to the euro or any other currency unit in which Securities are denominated or payable, the Issuer, after learning thereof, will immediately give written notice thereof to the Subordinated Trustee of the appropriate series of Securities and the Currency Determination Agent (and the Subordinated Trustee will promptly thereafter give notice in the manner provided in Section 1.06 to the Holders) specifying the Conversion Date and the Specified Amount of each Component Currency on the Conversion Date. In the event of any subsequent change in any Component Currency as set forth in the definition of Specified Amount above, the Issuer, after learning thereof, will similarly give written notice to the Subordinated Trustee of the appropriate series of Securities and the Currency Determination Agent.

        The Subordinated Trustee of the appropriate series of Securities shall be fully justified and protected in relying and acting upon information received by it from the Issuer and the Currency Determination Agent and shall not otherwise have any duty or obligation to determine such information independently.

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SECTION 3.12. Currency Determination Agent.

        (a)   Unless otherwise specified pursuant to Section 3.01, if and so long as the Securities of any series (i) are denominated in a currency unit or a currency other than Dollars or (ii) may be payable in a currency unit or a currency other than Dollars, or so long as it is required under any other provision of this Subordinated Indenture, then the Issuer will maintain with respect to each such series of Securities, or as so required, a Currency Determination Agent. The Issuer will cause the Currency Determination Agent to make the necessary foreign exchange determinations at the time and in the manner specified pursuant to Section 3.01 for the purpose of determining the applicable rate of exchange and for the purpose of converting the issued currency or currency unit into the applicable payment currency or currency unit for the payment of principal (and premium, if any) and interest and Deferred Interest, if any, pursuant to Section 3.11.

        (b)   The Issuer shall procure that no resignation of the Currency Determination Agent and no appointment of a successor Currency Determination Agent pursuant to this Section shall become effective until the acceptance of appointment by the successor Currency Determination Agent as evidenced by a written instrument delivered to the Issuer and the Subordinated Trustee of the appropriate series of Securities accepting such appointment executed by the successor Currency Determination Agent.

        (c)   If the Currency Determination Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Currency Determination Agent for any cause, with respect to the Securities of one or more series, the Issuer, by a Board Resolution, shall promptly appoint a successor Currency Determination Agent or Currency Determination Agents with respect to the Securities of that or those series (it being understood that any such successor Currency Determination Agent may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall only be one Currency Determination Agent with respect to the Securities of any particular series).

SECTION 3.13. CUSIP or ISIN Numbers.

        The Issuer in issuing any series of the Securities may use CUSIP or ISIN numbers, if then generally in use, and thereafter with respect to such series, the Subordinated Trustee may use such numbers in any notice of redemption with respect to such series; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Subordinated Trustee of any change in the CUSIP or ISIN numbers.

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SECTION 3.14. Authenticating Agents.

        From time to time the Subordinated Trustee for the Securities of any series may, subject to its sole discretion, and shall, upon an Issuer Order from the Issuer and for such period as such Issuer shall elect, appoint one or more Authenticating Agents with respect to the Securities of such series, which may include the Issuer or any Affiliate, with power to act in the name of the Subordinated Trustee and subject to its discretion in the authentication and delivery of Securities of such series in connection with transfers and exchanges under Sections 3.04, 3.05, 3.06 and 11.07 as fully to all intents and purposes as though such Authenticating Agent had been expressly authorized by those Sections of this Subordinated Indenture to authenticate and deliver Securities of such series. For all purposes of this Subordinated Indenture, the authentication and delivery of such Securities of such series by an Authenticating Agent for such Securities pursuant to this Section shall be deemed to be authentication and delivery of such Securities "by the Subordinated Trustee" for the Securities of such series. Any such Authenticating Agent shall (except in the case of the Issuer, an Affiliate or an officer or director of the Issuer or an Affiliate) at all times be a corporation organized and doing business under the laws of the United States, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by Federal, State or District of Columbia authority, as the case may be. If such corporation publishes reports of condition at least annually pursuant to law or the requirements of such supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent for any series of Securities shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

        Any Authenticating Agent for any series of Securities may resign at any time by giving written notice of resignation to the Subordinated Trustee for such series and to the Issuer. The Subordinated Trustee for any series of Securities may at any time and shall, upon an Issuer Request, terminate the appointment of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Issuer in the manner set forth in Section 1.05. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent for any series of Securities shall cease to be eligible under this Section, the Subordinated Trustee for such series may and shall, upon an Issuer Request, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Issuer and shall give written notice of such appointment to all Holders of Securities of such series in the manner set forth in Section 1.06. Any successor Authenticating Agent, upon acceptance of his appointment hereunder, shall become vested with all the rights, powers and duties of his predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

        The Issuer agrees to pay to any corporation of which any director or officer has been appointed as Authenticating Agent for such series from time to time reasonable compensation for such services.

        If an appointment with respect to one or more series of Securities is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Subordinated Trustee's certificate of authentication, an alternate certificate of authentication substantially in the form specified in Section 2.02.

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ARTICLE FOUR
SATISFACTION AND DISCHARGE

SECTION 4.01. Satisfaction and Discharge of Securities of any Series.

        (a)   The Issuer shall be deemed to have satisfied and discharged the entire indebtedness on all the Securities of any particular series and, so long as no Event of Default, Payment Default, Capital Security Default or Payment Event shall be continuing, the Subordinated Trustee for the Securities of such series, upon an Issuer Request from the Issuer and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of such indebtedness, when:

        (1)   either:

        (A)  all Securities of such series theretofore authenticated and delivered (other than (i) any Securities of such series which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 10.03) have been delivered to the Subordinated Trustee for the Securities of such series for cancellation; or

        (B)  except as otherwise specified pursuant to Section 3.01 for the Securities of such series, with respect to all Outstanding Securities of such series described in (A) above not theretofore so delivered to the Subordinated Trustee for the Securities of such series for cancellation:

        (i)    the Issuer has irrevocably deposited, or caused to be deposited, with the Subordinated Trustee for the Securities of such series as trust funds in trust an amount in the currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and subject as to currency to Sections 3.11(b), 3.11(d) and 3.11(e), in which case the deposit to be made with respect to Securities for which an election has occurred pursuant to Section 3.11(b) or a Conversion Event has occurred as provided in Sections 3.11(d) and 3.11(e) shall be made in the currency or currency unit in which such Securities are payable as a result of such election or Conversion Event), sufficient (without consideration of any reinvestment thereof) to pay and discharge the entire indebtedness on all such Outstanding Securities of such series for unpaid principal (and premium, if any) and interest and Deferred Interest, if any, to the Stated Maturity, if any, or any Redemption Date as contemplated by Section 4.02, as the case may be; or

        (ii)   the Issuer has deposited, or caused to be deposited, with such Subordinated Trustee as obligations in trust such amount of U.S. Government Obligations as will, as evidenced by a Certificate of a Firm of Independent Public Accountants delivered to such Subordinated Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such series for unpaid principal (and premium, if any) and interest and Deferred Interest, if any, to the Stated Maturity, if any, or Redemption Date as contemplated by Section 4.02, as the case may be; or

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        (iii)  the Issuer has deposited, or caused to be deposited, with such Subordinated Trustee in trust an amount equal to the amount referred to in clause (i) or (ii) in any combination of currency or currency unit or U.S. Government Obligations and has delivered a Certificate of a Firm of Independent Public Accountants to such Subordinated Trustee verifying that such combination of funds and U.S. Government Obligations will be sufficient to pay and discharge the entire indebtedness on all Outstanding Securities of such series for unpaid principal (and premium, if any) and interest and Deferred Interest, if any to the extent provided for in a Board Resolution or supplemental indenture pursuant to Section 3.01, to the Stated Maturity, if any, or any Redemption Date as contemplated by Section 4.02, as the case may be, taking into account the predetermined and certain income to accrue on such U.S. Government Obligations (but without any consideration of any reinvestment thereof) and without taking consideration of any reinvestment of any such funds;

        (2)   the Issuer has paid or caused to be paid all other sums payable with respect to the Securities of such series;

        (3)   the Issuer has delivered to such Subordinated Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all Securities of such series have been complied with;

        (4)   if the Securities of such series are not to become due and payable at their Stated Maturity, if any, within one year of the date of a deposit pursuant to Section 4.01(a)(1)(B) or are not to be called for redemption within one year of the date of such deposit under arrangements satisfactory to such Subordinated Trustee as of the date of such deposit, then the Issuer shall have given, not later than the date of such deposit, notice of such deposit to the Holders of such Securities; and

        (5)   if the conditions set forth in Section 4.01(a)(1)(A) have not been satisfied, and unless otherwise specified pursuant to Section 3.01 for the Securities of such series, the Issuer has delivered to the Subordinated Trustee an Opinion of Counsel to the effect that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of this Subordinated Indenture there has been a change in applicable United States Federal income tax law, in either case to the effect that, and based upon which such Opinion of Counsel shall confirm that, the beneficial owners of Securities of such series will not recognize income, gain or loss for United States Federal income tax purposes as a result of such deposit, satisfaction and discharge and will be subject to United States Federal income tax on the same amount and in the same manner and at the same time as would have been the case if such deposit, satisfaction and discharge had not occurred.

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        (b)   Upon the satisfaction of the conditions set forth in this Section 4.01 with respect to all the Securities of any series, the terms and conditions of the Securities of such series, including the terms and conditions with respect thereto set forth in this Subordinated Indenture, as applicable, shall no longer be binding upon, or applicable to, the Issuer and the Holder of the Securities of such series shall look for payment only to the funds or obligations deposited with the Subordinated Trustee pursuant to Section 4.01(a)(1)(B); provided, however, that in no event shall the Issuer be discharged from (i) any payment obligations in respect of Securities of such series which are deemed not to be Outstanding under clause (3) of the definition thereof if such obligations continue to be valid obligations of the Issuer under applicable law, (ii) any obligations under Sections 4.02(b), 6.07 and 6.10 and (iii) any obligations under Sections 3.04, 3.05 and 3.06 (except that Securities of such series issued upon registration of transfer or exchange or in lieu of mutilated, destroyed, lost or stolen Securities shall not be obligations of the Issuer) and Sections 3.11, 5.15, 7.01 and 10.02; and provided, further, that in the event a petition seeking relief under any applicable Bankruptcy Law is filed and not discharged with respect to the Issuer within 123 days after the deposit, the entire indebtedness on all Securities of such series shall not be discharged, and in such event the Subordinated Trustee shall return such deposited funds or obligations as it is then holding to the Issuer upon an Issuer Request. Notwithstanding the satisfaction of the conditions set forth in this Section 4.01 with respect to all the Securities of any series not denominated in Dollars, upon the happening of any Conversion Event the indebtedness represented by such Securities shall be converted from the currency or currency unit in which such Security is payable into Dollars at the Dollar Equivalent of the Foreign Currency or the Dollar Equivalent of the Currency Unit and the Issuer shall be obligated to make the payments in Dollars (or such other currency as set out in Section 3.11(e)) required by Section 3.11(d) or 3.11(e) to the extent that the Currency Determination Agent is unable to convert any Foreign Currency or currency unit so deposited with the Subordinated Trustee pursuant to Section 4.01(a)(1)(B) into the Dollar Equivalent of the Foreign Currency or the Dollar Equivalent of the Currency Unit, as the case may be. The Subordinated Trustee for such series of Securities shall return to the Issuer any non-converted funds or securities in its possession after such payments have been made.

SECTION 4.02. Application of Trust Money.

        (a)   All money and obligations deposited with the Subordinated Trustee for any series of Securities pursuant to Section 4.01 shall be held irrevocably in trust and shall be made under the terms of an escrow trust agreement in form satisfactory to such Subordinated Trustee. Such money and obligations shall be applied by such Subordinated Trustee, in accordance with the provisions of the Securities, this Subordinated Indenture and such escrow trust agreement, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as such Subordinated Trustee may determine, to the Persons entitled thereto, of the principal of (and premium, if any, on) and interest and Deferred Interest, if any, on the Securities for the payment of which such money and obligations have been deposited with such Subordinated Trustee. If Securities of any series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the Issuer shall make such arrangements as are satisfactory to the Subordinated Trustee for any series of Securities for the giving of notice of redemption by such Subordinated Trustee in the name, and at the expense, of the Issuer.

        (b)   The Issuer shall pay and shall indemnify the Subordinated Trustee for any series of Securities against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations deposited pursuant to Section 4.01 or the interest and principal received in respect of such U.S. Government Obligations other than any such tax, fee or other charge which by law is payable by or on behalf of Holders. The obligation of the Issuer under this Section 4.02(b) shall be deemed to be an obligation of the Issuer under Section 6.07(2).

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        (c)   Anything in this Article Four to the contrary notwithstanding, the Subordinated Trustee for any series of Securities shall deliver or pay to the Issuer from time to time upon an Issuer Request any money or U.S. Government Obligations held by it as provided in Section 4.01 which, as expressed in a Certificate of a Firm of Independent Public Accountants delivered to such Subordinated Trustee, are in excess of the amount thereof which would then have been required to be deposited for the purpose for which such money or U.S. Government Obligations were deposited or received.

SECTION 4.03. Satisfaction and Discharge of Subordinated Indenture.

        Upon compliance by the Issuer with the provisions of Section 4.01 as to the satisfaction and discharge of each series of Securities issued hereunder, and if the Issuer has paid or caused to be paid all other sums payable under this Subordinated Indenture, this Subordinated Indenture shall cease to be of any other effect (except as otherwise provided herein). Upon an Issuer Request and receipt of an Opinion of Counsel and an Officers' Certificate complying with the provisions of Section 1.02, the Subordinated Trustees for all series of Securities (at the expense of the Issuer) shall execute proper instruments acknowledging satisfaction and discharge of this Subordinated Indenture.

        Notwithstanding the satisfaction and discharge of this Subordinated Indenture, any obligations of the Issuer under Sections 3.04, 3.05, 3.06, 3.11, 4.02(b), 4.04, 5.16, 6.07, 6.10, 7.01 and 10.02 and the obligations of the Subordinated Trustee for any series of Securities under Section 4.02 shall survive.

SECTION 4.04. Reinstatement.

        If the Subordinated Trustee for any series of Securities is unable to apply any of the amounts (for purposes of this Section 4.04, "Amounts") or U.S. Government Obligations, as the case may be, described in Section 4.01(a)(1)(B)(i) or (ii), respectively, in accordance with the provisions of Section 4.01 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, each of the obligations of the Issuer under this Subordinated Indenture and the Securities of such series shall be revived and reinstated as though no deposit had occurred pursuant to Section 4.01 until such time as the Subordinated Trustee for such series is permitted to apply all such Amounts or U.S. Governmental Obligations, as the case may be, in accordance with the provisions of Section 4.01; provided, however, that if, due to the reinstatement of its rights or obligations hereunder, the Issuer has made any payment of principal of (or premium, if any, on) or interest or Deferred Interest, if any, on such Securities, the Issuer shall be subrogated to the rights of the Holders of such Securities to receive payment from such Amounts or U.S. Government Obligations, as the case may be, held by the Subordinated Trustee for such series.

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ARTICLE FIVE
REMEDIES

SECTION 5.01. Events of Default.

        "Event of Default" wherever used herein with respect to any particular series of Securities means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

        (a)   if an order is made by a court of competent jurisdiction and is not successfully appealed within 30 days of the making of such order, or an effective shareholders' resolution is validly adopted, for the winding up of the Issuer (except in the case of a winding up solely for the purpose of a reconstruction or amalgamation or substitution in place of the Issuer of a successor in business in each case where the Capital Securities remain outstanding and are assumed by such successor in business or on terms previously approved in writing by the Holders of not less than 75% in aggregate principal amount of the Outstanding Securities of that series); or

        (b)   any other events of default provided with respect to Securities of that series as set forth in the Board Resolution or supplemental indenture pursuant to Section 3.01 hereof establishing the terms of such series.

SECTION 5.02. Acceleration of Maturity; Rescission and Annulment.

        (a)   Acceleration of Maturity. If an Event of Default with respect to any particular series of Securities occurs and is continuing, the Subordinated Trustee for the Securities of such series or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series shall have the right to declare the principal amount of (including premium, if any, on), or (in the case of Discounted Securities) such lesser amount as may be provided for with respect to the Securities of such series and, to the extent provided for in a Board Resolution or supplemental indenture pursuant to Section 3.01 hereof, any accrued but unpaid interest payments on, all the Outstanding Securities of that series to be due and payable immediately, by a notice in writing to the Issuer (and to the Subordinated Trustee if given by Holders). Upon any such declaration of acceleration such principal or such lesser amount, as the case may be, including premium, if any, thereon, together with any accrued (but unpaid) interest, (but only to the extent specifically provided for), and all other amounts owing thereunder and hereunder (with respect to such series of Securities), shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived.

        (b)   Recission and Annulment by Holders. At any time after such a declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been obtained by the Subordinated Trustee for the Securities of any series as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series, by written notice to the Issuer and such Subordinated Trustee, may rescind and annul such declaration and its consequences, provided:

        (1)   the Issuer has paid or deposited with such Subordinated Trustee a sum sufficient to pay:

        (A)  in the currency or currency unit in which that series of Securities is payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except as provided in Sections 3.11(b), 3.11(d), and 3.11(e)), all overdue interest and, to the extent provided for a series of Securities pursuant to Section 3.01, all Deferred Interest on all Securities of that series;

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        (B)  in the currency or currency unit in which that series of Securities is payable (except as provided in Sections 3.11(b), 3.11(d), and 3.11(e)), the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon from the date such principal became due at a rate per annum equal to the rate borne by the Securities of such series (or, in the case of Discounted Securities, the Securities' Yield to Maturity), to the extent that the payment of such interest shall be legally enforceable;

        (C)  in the currency or currency unit in which that series of Securities is payable (except as provided in Sections 3.11(b), 3.11(d), and 3.11(e)), to the extent that payment of such interest is lawful (unless otherwise provided with respect to a series of Securities pursuant to Section 3.01), interest upon overdue interest at the rate or rates prescribed therefor in the Securities of such series (or, unless otherwise specified pursuant to Section 3.01, in the case of Discounted Securities, the Securities' Yield to Maturity); and

        (D)  in Dollars, all sums paid or advanced by the Subordinated Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of such Subordinated Trustee, its agents and counsel and all other amounts then due to such Subordinated Trustee under Section 6.07; and

        (2)   all Events of Default with respect to the Securities of such series have been cured or remedied.

        No such rescission shall affect any subsequent default or impair any right consequent thereon.

SECTION 5.03. Payment Defaults, Capital Security Defaults, Payment Events.

        (a)   Payment Defaults. Unless otherwise provided in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of the particular series, with respect to the Securities of any series of Dated Subordinated Debt Securities or Perpetual Subordinated Debt Securities, a "Payment Default" shall occur if the Issuer fails to pay principal of (or premium, if any, on) or accrued interest, if any, on any such Securities when due, and such failure continues for 14 days, provided that:

        (1)   if the Issuer does not pay or set aside for payment an installment of interest on an Interest Payment Date with respect to any Dated Subordinated Debt Securities or Perpetual Subordinated Debt Securities, or

        (2)   the Issuer does not pay or set aside for payment all or any part of the principal of (or premium, if any, on) any such Subordinated Debt Securities on the Stated Maturity (if any) or any Redemption Date,

the failure to make such payment shall not constitute a "Payment Default" and the obligation to make such payment shall be deferred until (i) in the case of payment of interest, the applicable Deferred Interest Payment Date and (ii) in the case of a payment of principal (or premium, if any), the Deferred Principal Payment Date.

        (b)   Capital Security Defaults. Unless otherwise provided in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of the particular series of Perpetual Subordinated Capital Securities, a "Capital Security Default" shall occur if:

        (1)   the Issuer fails to pay or set aside for payment the amount due to satisfy any interest payment on a Compulsory Interest Payment Date, and such failure continues for a period of 14 days; or

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        (2)   the Issuer fails to pay or set aside a sum to provide for payment of the principal amount, or fails to pay or set aside a sum to provide for payment of any accrued but unpaid interest and any Deferred Interest on the date fixed for redemption of such series and such failure continues for a period of 14 days.

        (c)   Proceedings upon Occurrence of a Payment Default or Capital Security Default. Unless otherwise provided in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of the particular series, if a Payment Default (with respect to Securities of any series of Dated Subordinated Debt Securities or Perpetual Subordinated Debt Securities), or a Capital Security Default (with respect to any series of Perpetual Subordinated Capital Securities), occurs and is continuing, the Subordinated Trustee for the Securities of such series may in its discretion commence (1) a proceeding in England and Wales (but not elsewhere) for the winding up of the Issuer or (2) a judicial proceeding for the collection of the sums so due and unpaid; provided that the Subordinated Trustee may not declare the principal amount of any such Securities to be due and payable.

        (d)   Payment Events. Unless otherwise provided in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of the particular series of Securities, if the Issuer fails to pay the amount due to satisfy any principal or interest payment that would have become due with respect to such Securities but for the Solvency Condition not being satisfied, such failure continues for fourteen days and the Solvency Condition is not satisfied at the end of such fourteen-day period, such failure will not constitute a "Payment Default" but instead will constitute a "Payment Event", together with any other Payment Event with respect to any other series of Securities.

        (e)   Certain Limitations. It shall not be a Payment Event, Payment Default or Capital Security Default if such sums were not paid in order to comply with a statute, regulation or order of any court of competent jurisdiction. Where there is doubt as to the validity or applicability of any such statute, regulation or order, it shall not be a Payment Event, Payment Default or Capital Security Default if the Issuer acts on the advice given to it and to the Subordinated Trustee, in the form of an Opinion of Counsel acceptable to the Subordinated Trustee. However, the Subordinated Trustee may, by notice to the Issuer, require the Issuer 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, the Issuer shall proceed with the action promptly and be bound by any final resolution of the doubt. If such resolution is a determination that the Issuer 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 written notice to the Issuer informing it of the determination.

        (f)    Proceeding upon the Occurrence of a Payment Event. Unless otherwise provided in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of the particular series, if a Payment Event with respect to a series of Perpetual Subordinated Debt Securities or Perpetual Subordinated Capital Securities occurs and is continuing, the Subordinated Trustee may institute proceedings in England and Wales (but not elsewhere) for the winding up of the Issuer, but may not pursue any other legal remedy, including a judicial proceedings for the collection of the sums so due and unpaid.

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        (g)   Waiver of Certain Rights. The Subordinated Trustee for the Securities of a series waives on behalf of the Holders of such Securities, and the Holder of any Security by his acceptance thereof will be deemed to have waived, any right of set-off or counterclaim that such Holders might otherwise have against the Issuer as the case may be, whether prior to or in any such bankruptcy or winding up as referred to in this Section 5.03. Notwithstanding the preceding sentence, if any of the rights and claims of any Holder are discharged by set-off, such Holder will immediately pay an amount equal to the amount of such discharge to the Issuer or, if applicable, the liquidator or trustee or receiver in bankruptcy of the Issuer, and until such time as payment is made will hold a sum equal to such amount in trust for the Issuer or, if applicable, the liquidator or trustee or receiver in bankruptcy of the Issuer. Accordingly, such discharge will be deemed not to have taken place.

        (h)   Certain Other Proceedings. If the Issuer fails to perform or observe any of its respective obligations or covenants under the Securities of any particular series or the Subordinated Indenture (other than any obligation or covenant (1) with respect to the payment of any principal, interest, or Deferred Interest on such Securities or (2) which has expressly been included in this Subordinated Indenture solely for the benefit of Securities other than Securities of such a 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 the Issuer by the Subordinated Trustee or to the Issuer and the Subordinated Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of such a 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 Securities of such a 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 the Issuer shall not as a consequence of such proceedings or other actions be obligated to pay any sum or sums representing or measured by reference to the principal, premium, if any, or interest (including Deferred Interest) in respect of any such Securities sooner than the same would otherwise have been due and payable by the Issuer.

SECTION 5.04. Subordinated Trustee May File Proofs of Claim.

        In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relating to the Issuer or any other obligor upon the Securities of any series or the property of the Issuer or of such other obligor or their creditors, the Subordinated Trustee for the Securities of such series (irrespective of whether the principal (or lesser amount in the case of Discounted Securities) of any Security of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether such Subordinated Trustee shall have made any demand on the Issuer for the payment of overdue principal, interest, or Deferred Interest (if the same has not been paid on the date on which the same shall have become due and payable as provided for in the Board Resolution or supplemental indenture pursuant to Section 3.01) shall be entitled and empowered, by intervention in such proceeding or otherwise:

        (1)   to file and prove a claim for the whole amount of principal (or lesser amount in the case of Discounted Securities) (and premium, if any) and interest, Deferred Interest, if any, owing and unpaid in respect of the Securities of such series and to file such other papers or documents as may be necessary or advisable in order to have the claims of such Subordinated Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of such Subordinated Trustee, its agents and counsel and all other amounts due to such Subordinated Trustee under Section 6.07) and of the Holders of the Securities of such series allowed in such judicial proceeding;

        (2)   to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and

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        (3)   unless prohibited by law or applicable regulations, to vote on behalf of the Holders of the Securities of such series in any election of a trustee in bankruptcy, liquidator or other persons performing similar functions;

and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Holder of Securities to make such payments to such Subordinated Trustee, and in the event that such Subordinated Trustee shall consent to the making of such payments directly to the Holders of Securities, to pay to such Subordinated Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of such Subordinated Trustee, its agents and counsel and any other amounts due such Subordinated Trustee under Section 6.07.

        Nothing herein contained shall be deemed to authorize the Subordinated Trustee for the Securities of any series to authorize or consent to or accept or adopt on behalf of any Holder of a Security any plan of reorganization, arrangement, adjustment or composition affecting the Securities of such series or the rights of any Holder thereof, or to authorize the Subordinated Trustee for the Securities of any series to vote in respect of the claim of any Holder in any such proceeding, except as aforesaid, for the election of a trustee in bankruptcy or other person performing similar functions.

SECTION 5.05. Subordinated Trustee May Enforce Claims Without Possession of Securities.

        All rights of action and claims under this Subordinated Indenture or the Securities of any series may be prosecuted and enforced by the Subordinated Trustee for the Securities of any series without the possession of any of the Securities of such series or the production thereof in any proceeding relating thereto, and any such proceeding instituted by such Subordinated Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of such Subordinated Trustee, its agents and counsel and all other amounts due to such Subordinated Trustee under Section 6.07, be for the ratable benefit of the Holders of the Securities of such series in respect of which such judgment has been recovered.

SECTION 5.06. Application of Money Collected.

        Subject to Article Thirteen, any money collected by the Subordinated Trustee for the Securities of any series pursuant to this Article with respect to the Securities of such series shall be applied in the following order, at the date or dates fixed by such Subordinated Trustee and, in case of the distribution of such money on account of principal (or lesser amount in the case of Discounted Securities) (or premium, if any) or interest or Deferred Interest, if any, upon presentation of the Securities of such series and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

        First: To the payment of all amounts due such Subordinated Trustee under Section 6.07;

        Second: To the payment of the amounts then due and unpaid upon the Securities of such series for principal (or lesser amount in the case of Discounted Securities) of (and premium, if any, on) and interest and Deferred Interest, if any, on such Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal (or lesser amount in the case of Discounted Securities) (and premium, if any) and interest and Deferred Interest, if any, respectively; and

        Third: The balance, if any, to the Person or Persons entitled thereto.

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SECTION 5.07. Limitation on Suits.

        No Holder of any Security of any particular series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Subordinated Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

        (a)   an Event of Default, Payment Default, Capital Security Default, Payment Event or other default as specified in Section 5.03(g) with respect to that series shall have occurred and be continuing and such Holder shall have previously given written notice to the Subordinated Trustee for the Securities of such series of such Event of Default, Payment Default, Capital Security Default, Payment Event or other default as specified in Section 5.03(g) and the continuance thereof;

        (b)   the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series shall have made written request to the Subordinated Trustee for the Securities of such series to institute proceedings in respect of such Event of Default, Payment Default, Capital Security Default, Payment Event or other default as specified in Section 5.03(g) in its own name as Trustee hereunder;

        (c)   such Holder or Holders have offered to such Subordinated Trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;

        (d)   such Subordinated Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

        (e)   no direction inconsistent with such written request has been given to such Subordinated Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more Holders of Securities of that series shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities of that series, or to enforce any right under this Subordinated Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders of Securities of that series.

SECTION 5.08. Unconditional Right of Holders to Receive Principal (and Premium, if any) and Interest, if any.

        Notwithstanding any other provision in this Subordinated Indenture, but subject to Section 3.07 hereof, and subject further to the obligation to make Deferred Interest Payments pursuant to the Alternative Coupon Satisfaction Mechanism, as and to the extent set forth in a Board Resolution or supplemental indenture pursuant to Section 3.01 hereof, the Holder of any Security shall have the right which is absolute and unconditional to receive payment of the principal of (and premium, if any, on) and interest, if any, on such Security on the Stated Maturity, Deferred Interest Payment Date or Deferred Principal Payment Date, as the case may be, expressed in any such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment and such right shall not be impaired without the consent of such Holder.

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SECTION 5.09. Restoration of Rights and Remedies.

        If the Subordinated Trustee for the Securities of any series or any Holder of a Security has instituted any proceeding to enforce any right or remedy under this Subordinated Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to such Subordinated Trustee or to such Holder, then and in every such case the Issuer such Subordinated Trustee and the Holders of Securities shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of such Subordinated Trustee and such Holders shall continue as though no such proceeding had been instituted.

SECTION 5.10. Rights and Remedies Cumulative.

        Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Subordinated Trustee for the Securities of any series or to the Holders of Securities is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.11. Delay or Omission Not Waiver.

        No delay or omission of the Subordinated Trustee for the Securities of any series or of any Holder of any Security of such series to exercise any right or remedy accruing upon any Event of Default, Payment Default, Capital Security Default, Payment Event or other default as specified in Section 5.03(g) with respect to the Securities of such series shall impair any such right or remedy or constitute a waiver of any such Event of Default, Payment Default, Capital Security Default, Payment Event or other default as specified in Section 5.03(g) or an acquiescence therein. Every right and remedy given by this Article or by law to such Subordinated Trustee for the Securities of any series or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by such Subordinated Trustee or by the Holders, as the case may be.

SECTION 5.12. Control by Holders.

        Subject to Section 6.03, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any particular series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Subordinated Trustee for the Securities of such series with respect to the Securities of that series or exercising any trust or power conferred on such Subordinated Trustee with respect to such Securities; provided that:

        (1)   the Subordinated Trustee may refuse to follow any direction in conflict with any rule of law or with this Subordinated Indenture;

        (2)   the Subordinated Trustee need not take any action which might involve it in personal liability; and

        (3)   such Subordinated Trustee may take any other action deemed proper by such Subordinated Trustee which is not inconsistent with such direction.

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SECTION 5.13. Waiver of Past Defaults.

        The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any particular series may on behalf of the Holders of all the Securities of that series waive any past default hereunder with respect to that series and its consequences, except:

        (1)   a default in the payment of the principal of (or premium, if any, on) or interest or Deferred Interest, if any, on any Security of that series; or

        (2)   a default with respect to a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of that series affected.

        Upon any such waiver, such default shall cease to exist, and shall be deemed to have been cured, for every purpose of this Subordinated Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

SECTION 5.14. Undertaking for Costs.

        All parties to this Subordinated Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Subordinated Indenture or in any suit against the Subordinated Trustee for the Securities of any series for any action taken or omitted by it as Subordinated Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall (subject to applicable laws) not apply to any suit instituted by the Subordinated Trustee for the Securities of any series, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in aggregate principal amount of the Outstanding Securities of any particular series or to any suit instituted by any Holder of any Security for the enforcement of the payment of the principal of (or premium, if any, on) or interest, if any, or Deferred Interest, if any, on any Security of such series on or after the respective Stated Maturities, if any, expressed in such Security or the date the same becomes due and payable as expressed herein or in such Security (or, in the case of redemption, on or after the Redemption Date).

SECTION 5.15. Waiver of Stay or Extension Laws.

        The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Subordinated Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Subordinated Trustee for any series of Securities, but will suffer and permit the execution of every such power as though no such law had been enacted.

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SECTION 5.16. Judgment Currency.

        If, for the purpose of obtaining a judgment in any court with respect to any obligation of the Issuer hereunder or under any Security it shall become necessary to convert into any other currency or currency unit any amount in the currency or currency unit due hereunder or under such Security then such conversion shall be made by the Issuer or the Currency Determination Agent at the Market Exchange Rate as in effect on the date of entry of the judgment (the "Judgment Date"). If pursuant to any such judgment, conversion shall be made on a date (the "Substitute Date") other than the Judgment Date and there shall occur a change between the Market Exchange Rate as in effect on the Judgment Date and the Market Exchange Rate as in effect on the Substitute Date, the Issuer agrees to pay such additional amounts (if any) as may be necessary to ensure that the amount paid is equal to the amount in such other currency or currency unit which, when converted at the Market Exchange Rate as in effect on the Judgment Date, is the amount due hereunder or under such Security. Any amount due from the Issuer under this Section 5.16 shall be due as a separate debt and is not to be affected by or merged into any judgment being obtained for any other sum due hereunder or in respect of any Security as the case may be. In no event, however, shall the Issuer be required to pay more in the currency or currency unit due hereunder or under such Security at the Market Exchange Rate as in effect on the Judgment Date than the amount of currency or currency unit stated to be due hereunder or under such Security so that in any event the obligations of the Issuer hereunder or under such Security will be effectively maintained as obligations in such currency or currency unit, and the Issuer shall be entitled to withhold (or be reimbursed for, as the case may be) any excess of the amount actually realized upon any such conversion on the Substitute Date over the amount due and payable on the Judgment Date.

ARTICLE SIX
THE SUBORDINATED TRUSTEE

SECTION 6.01. Certain Duties and Responsibilities.

        (a)   Except during the continuance of an Event of Default, Payment Default, Capital Security Default, Payment Event or other default as specified herein with respect to the Securities of any series for which the Subordinated Trustee is serving as such:

        (1)   such Subordinated Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Subordinated Indenture, and no implied covenants or obligations shall be read into this Subordinated Indenture against such Subordinated Trustee; and

        (2)   in the absence of bad faith on its part, such Subordinated Trustee may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, upon certificates or opinions furnished to such Subordinated Trustee and conforming to the requirements of this Subordinated Indenture; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to such Subordinated Trustee, such Subordinated Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Subordinated Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

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        (b)   In case an Event of Default, Payment Default, Capital Security Default, Payment Event or other default as specified herein with respect to a series of Securities has occurred and is continuing, the Subordinated Trustee for the Securities of such series shall exercise such of the rights and powers vested in it by this Subordinated Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his 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 reasonably satisfactory to the Subordinated Trustee against any other loss, liability or expense, and then only to the extent required by the terms of the Subordinated Indenture.

        (c)   No provision of this Subordinated Indenture shall be construed to relieve the Subordinated Trustee for Securities of any series from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

        (1)   this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;

        (2)   such Subordinated Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Subordinated Trustee was negligent in ascertaining the pertinent facts;

        (3)   such Subordinated Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with a direction received by it pursuant to Sections 5.02, 5.07, 5.12 or 5.13 or exercising any trust or power conferred upon such Subordinated Trustee, under this Subordinated Indenture with respect to the Securities of that series; and

        (4)   no provision of this Subordinated Indenture shall require the Subordinated Trustee for any series of Securities to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.

        (d)   Whether or not therein expressly so provided, every provision of this Subordinated Indenture relating in any way to the Subordinated Trustee for any series of Securities shall be subject to the provisions of this Section.

SECTION 6.02. Notice of Default.

        Within 90 days after the occurrence of any Event of Default, Payment Default, Capital Security Default, Payment Event or other default hereunder with respect to Securities of any particular series, the Subordinated Trustee for the Securities of such series shall give to Holders of Securities of that series, in the manner set forth in Section 1.06, notice of such default, if actually known to such Subordinated Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any, on) or interest or Deferred Interest, if any, on any Security of that series, the Subordinated Trustee shall be protected in withholding such notice if and so long as it determines in good faith that the withholding of such notice is in the interests of the Holders of Securities of that series; and provided, further, that in the case of any default of the character specified in Section 5.03(g) with respect to Securities of that series no such notice to Holders shall be given until at least 60 days after the occurrence thereof.

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SECTION 6.03. Certain Rights of Subordinated Trustee.

        Except as otherwise provided in Section 6.01:

        (1)   the Subordinated Trustee for any series of Securities may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, discretion, consent, order, bond, debenture, coupon or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

        (2)   any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order from the Issuer and any resolution of the Board of Directors of the Issuer may be sufficiently evidenced by a Board Resolution;

        (3)   whenever in the administration of this Subordinated Indenture such Subordinated Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, such Subordinated Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers' Certificate;

        (4)   such Subordinated Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

        (5)   such Subordinated Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Subordinated Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Subordinated Indenture for which it is acting as Subordinated Trustee, unless such Holders shall have offered to such Subordinated Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction;

        (6)   such Subordinated Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document, but such Subordinated Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if such Subordinated Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer personally or by agent or attorney;

        (7)   such Subordinated Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and such Subordinated Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

        (8)   such Subordinated Trustee shall have no duties or responsibilities with respect to and shall have no liability for the actions taken or the failures to act of any other Subordinated Trustees appointed hereunder;

        (9)   such Subordinated Trustee shall not be liable for any action taken, suffered or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

        (10) such Subordinated Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Subordinated Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Subordinated Trustee at the Corporate Trust Office of the Subordinated Trustee, and such notice references the Securities and this Subordinated Indenture;

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        (11) the rights, privileges, protections, immunities and benefits given to the Subordinated Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Subordinated Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder; and

        (12) before the Subordinated Trustee acts or refrains from acting, the Subordinated Trustee may request that the Issuer deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

SECTION 6.04. Not Responsible for Recitals or Issuance of Securities.

        The recitals and statements contained herein and in the Securities (except the Subordinated Trustee's certificate of authentication) shall be taken as the recitals and statements of the Issuer, and the Subordinated Trustee for any series of Securities assumes no responsibility for their correctness. The Subordinated Trustee for any series of Securities makes no representations as to the validity or sufficiency of this Subordinated Indenture or of the Securities of any series (except for the Subordinated Trustee's certificates of authentication thereof). The Subordinated Trustee for any series of Securities shall not be accountable for the use or application by the Issuer of the Securities or the proceeds thereof. The Subordinated Trustee shall have no duty to ascertain or inquire as to the performance of the Issuer's covenants in Article Ten hereof or otherwise established by the terms of any Security.

SECTION 6.05. May Hold Securities.

        The Subordinated Trustee for any series of Securities, any Paying Agent, Security Registrar or any other agent of the Issuer or such Subordinated Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the Issuer, with the same rights it would have if it were not such Subordinated Trustee, Paying Agent, Security Registrar or such other agent.

SECTION 6.06. Money Held in Trust.

        Money held by the Subordinated Trustee for any series of Securities in trust hereunder need not be segregated from other funds except to the extent required by law. The Subordinated Trustee for any series of Securities shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Issuer.

SECTION 6.07. Compensation and Reimbursement.

        The Issuer agrees:

        (1)   to pay to the Subordinated Trustee for any series of Securities from time to time such compensation for all services rendered by it hereunder as the Issuer and the Subordinated Trustee shall mutually agree upon in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

        (2)   except as otherwise expressly provided herein, to reimburse the Subordinated Trustee for any series of Securities upon its request for all reasonable expenses, disbursements and advances incurred or made by such Subordinated Trustee in accordance with any provision of this Subordinated Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; and

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        (3)   to indemnify such Subordinated Trustee for, and to hold it harmless against, any loss, liability or reasonable expense incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim (whether assented to by the Issuer, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder.

        As security for the performance of the obligations of the Issuer under this Section the Subordinated Trustee for any series of Securities shall have a lien prior to the Securities upon all property and funds held or collected by such Subordinated Trustee as such, except funds held in trust for the payment of principal of (or premium, if any, on) or interest or Deferred Interest, if any, on particular Securities.

        When the Subordinated Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(1), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.

        The rights of the Subordinated Trustee under this Section 6.07 shall survive the resignation or removal of the Subordinated Trustee, the payment in full of the Securities for which it is the Subordinated Trustee, the satisfaction and discharge of this Subordinated Indenture, and the termination hereof.

SECTION 6.08. Disqualification; Conflicting Interests.

        The Subordinated Trustee for the Securities shall be subject to the provisions of Section 310(b) of the Trust Indenture Act during the period of time required thereby. Nothing herein shall prevent the Subordinated Trustee from filing with the Commission the application referred to in the penultimate paragraph of Section 310(b) of the Trust Indenture Act. In determining whether the Subordinated Trustee has a conflicting interest as defined in Section 310(b) of the Trust Indenture Act with respect to the Securities of any series, there shall be excluded Securities of any particular series of Securities other than that series. If the Subordinated Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Subordinated Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Subordinated Indenture.

SECTION 6.09. Corporate Subordinated Trustee Required; Different Subordinated Trustees for Different Series; Eligibility.

        There shall at all times be a Subordinated Trustee hereunder which shall be:

        (1)   a corporation organized and doing business under the laws of the United States of America, any state thereof, or the District of Columbia, authorized under such laws to exercise corporate trust power and subject to supervision or examination by Federal or State authority; or

        (2)   a corporation or other Person organized and doing business under the laws of a foreign government that is permitted to act as Subordinated Trustee pursuant to a rule, regulation, or other order of the Commission, authorized under such laws to exercise corporate trust powers,

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and which shall have at all times a combined capital and surplus of at least $50,000,000. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Neither the Issuer, any other obligor upon the Securities or any Person directly or indirectly controlling, controlled by, or under common control with the Issuer or any other obligor upon the Securities shall serve as Subordinated Trustee for any of the Securities. A different Subordinated Trustee may be appointed by the Issuer for any series of Securities prior to the issuance of such Securities. If the initial Subordinated Trustee for any series of Securities is to be other than Citibank, N.A., the Issuer and such Subordinated Trustee shall, prior to the issuance of such Securities, execute and deliver an indenture supplemental hereto, which shall provide for the appointment of such Subordinated Trustee as Subordinated Trustee for the Securities of such series and shall add to or change any of the provisions of this Subordinated Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Subordinated Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Subordinated Trustees co-trustees of the same trust and that each such Subordinated Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Subordinated Trustee. If at any time the Subordinated Trustee for the Securities of any series shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereunder specified in this Article.

SECTION 6.10. Resignation and Removal; Appointment of Successor.

        (a)   No resignation or removal of the Subordinated Trustee for the Securities of any series and no appointment of a successor Subordinated Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Subordinated Trustee in accordance with the applicable requirements of Section 6.11.

        (b)   The Subordinated Trustee for the Securities of any series may resign at any time with respect to the Securities of such series by giving written notice thereof to the Issuer. If the instrument of acceptance by a successor Subordinated Trustee required by Section 6.11 shall not have been delivered to the Subordinated Trustee for the Securities of such series within 30 days after the giving of such notice of resignation, the resigning Subordinated Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Subordinated Trustee with respect to the Securities of such series.

        (c)   The Subordinated Trustee for the Securities of any series may be removed at any time with respect to the Securities of such series by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series, delivered to such Subordinated Trustee and to the Issuer. If the instrument of acceptance by a successor Subordinated Trustee required by Section 6.11 shall not have been delivered to the Subordinated Trustee for the Securities of such series within 30 days after the giving of such notice of removal, the Subordinated Trustee being removed may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Subordinated Trustee with respect to the Securities of such series.

        (d)   If at any time:

        (1)   the Subordinated Trustee for the Securities of any series shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 hereof after written request therefor by the Issuer or by any Holder who has been a bona fide Holder of a Security of such series for at least six months, unless the Subordinated Trustee's duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act; or

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        (2)   such Subordinated Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Issuer, or by any such Holder; or

        (3)   such Subordinated Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of such Subordinated Trustee or of its property shall be appointed or any public officer shall take charge or control of such Subordinated Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or

        (4)   if an administrative or other receiver or an administrator or other similar official is appointed in relation to such Subordinated Trustee or in relation to the whole or a material part of the assets of such Subordinated Trustee, or an encumbrancer takes possession of the whole or a material part of the assets of such Subordinated Trustee, or a distress or execution or other process is levied or enforced upon or sued out against the whole or a material part of the assets of such Subordinated Trustee, or if such Subordinated Trustee shall commence a voluntary case or proceeding under any applicable Bankruptcy Law, or any other case or proceeding to be adjudicated as bankrupt or insolvent, or such Subordinated Trustee shall consent to the appointment of or taking possession by a receiver, custodian, liquidator, assignee, trustee, sequestrator (or other similar official) of such Subordinated Trustee or its property or affairs, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall take corporate action in furtherance of any such action;

then, in any such case, (i) the Issuer by a Board Resolution may remove such Subordinated Trustee or (ii) subject to Section 5.14, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of such Subordinated Trustee and the appointment of a successor Subordinated Trustee.

        (e)   If the Subordinated Trustee for the Securities of any series shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Subordinated Trustee for the Securities of any series for any cause, the Issuer, by a Board Resolution, shall promptly appoint a successor Subordinated Trustee with respect to the Securities of such series and shall comply with the applicable requirements of Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Subordinated Trustee with respect to the Securities of such series shall be appointed by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series delivered to the Issuer and the retiring Subordinated Trustee, the successor Subordinated Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Subordinated Trustee for the Securities of such series and supersede the successor Subordinated Trustee appointed by the Issuer. If no successor Subordinated Trustee for the Securities of such series shall have been so appointed by the Issuer or the Holders and shall have accepted appointment in the manner required by Section 6.11, and if such Subordinated Trustee is still incapable of acting, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Subordinated Trustee with respect to the Securities of such series.

        (f)    The Issuer shall give notice of each resignation and each removal of the Subordinated Trustee with respect to the Securities of any series and each appointment of a successor Subordinated Trustee with respect to the Securities of any series in the manner and to the extent provided in Section 1.06. Each notice shall include the name of the successor Subordinated Trustee with respect to the Securities of that series and the address of its Corporate Trust Office.

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SECTION 6.11. Acceptance of Appointment by Successor.

        (a)   Every successor Subordinated Trustee appointed hereunder with respect to the Securities of any series shall execute, acknowledge and deliver to the Issuer and to the retiring Subordinated Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Subordinated Trustee shall become effective and such successor Subordinated Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Subordinated Trustee; but, on the request of the Issuer or the successor Subordinated Trustee, such retiring Subordinated Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Subordinated Trustee all the rights, powers and trusts of the retiring Subordinated Trustee and shall duly assign, transfer and deliver to such successor Subordinated Trustee all property and money held by such retiring Subordinated Trustee hereunder.

        (b)   In case of the appointment hereunder of a successor Subordinated Trustee with respect to the Securities of one or more (but not all) series, the Issuer, the retiring Subordinated Trustee and each successor Subordinated Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Subordinated Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer to, and to vest in, each successor Subordinated Trustee all the rights, powers, trusts and duties of the retiring Subordinated Trustee with respect to the Securities of that or those series to which the appointment of such successor Subordinated Trustee relates, (ii) if the retiring Subordinated Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Subordinated Trustee with respect to the Securities of that or those series as to which the retiring Subordinated Trustee is not retiring shall continue to be vested in the retiring Subordinated Trustee and (iii) shall add to or change any of the provisions of this Subordinated Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Subordinated Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Subordinated Trustees co-trustees of the same trust and each such Subordinated Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Subordinated Trustee; and upon the execution and delivery of such supplemental subordinated indenture the resignation or removal of the retiring Subordinated Trustee shall become effective to the extent provided therein and each such successor Subordinated Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Subordinated Trustee with respect to the Securities of that or those series to which the appointment of such successor Subordinated Trustee relates; but, on request of the Issuer or any successor Subordinated Trustee, such retiring Subordinated Trustee shall duly assign, transfer and deliver to such successor Subordinated Trustee all property and money held by such retiring Subordinated Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Subordinated Trustee relates.

        (c)   Upon request of any such successor Subordinated Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Subordinated Trustee all such rights, powers and trusts referred to in Subsections (a) or (b) of this Section, as the case may be.

        (d)   No successor Subordinated Trustee shall accept its appointment unless at the time of such acceptance such successor Subordinated Trustee for the Securities of any series shall be qualified and eligible under this Article.

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SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business.

        Any corporation into which the Subordinated Trustee for the Securities of any series may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Subordinated Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of such Subordinated Trustee, shall be the successor of such Subordinated Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

SECTION 6.13. Preferential Collection of Claims Against Issuer.

        If and when the Subordinated Trustee for Securities of any series shall be or become a creditor of the Issuer (or any other obligor upon the Securities of such series), the Subordinated Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Issuer (or any such other obligor).

ARTICLE SEVEN
HOLDERS' LISTS AND REPORTS BY SUBORDINATED TRUSTEE AND ISSUER

SECTION 7.01. Issuer to Furnish Subordinated Trustee Names and Addresses of Holders.

        With respect to each particular series of Securities, the Issuer will furnish or cause to be furnished to the Subordinated Trustee of such series:

        (1)   at least semi-annually and, if applicable, not more than 15 days after each Regular Record Date relating to that series (or, if there is no Regular Record Date relating to that series, on June 30 and December 31), a list, in such form as such Subordinated Trustee may reasonably require, containing all the information in the possession or control of the Issuer or any of its Paying Agents as to the names and addresses of the Holders of that series as of such dates, excluding from any such list any information already in the possession or control of the Subordinated Trustee which was received by such Subordinated Trustee acting in any capacity with respect to such series of Securities; and

        (2)   at such other times as the Subordinated Trustee may request in writing, within 30 days after the receipt by the Issuer of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished, excluding from any such list all the information already in the possession or control of the Subordinated Trustee which was received by such Subordinated Trustee acting in any capacity with respect to such series of Securities.

SECTION 7.02. Preservation of Information; Communications to Holders.

        (a)   The Subordinated Trustee for each series of Securities shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of the Securities of such series contained in the most recent lists furnished to the Subordinated Trustee as provided in Section 7.01 and the names and addresses of Holders of the Securities of such series received by the Subordinated Trustee in its capacity as Security Registrar for such series, if so acting. The Subordinated Trustee for each series of Securities may destroy any list relating to such series of Securities furnished to it as provided in Section 7.01 upon receipt of a new list relating to such series so furnished.

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        (b)   If three or more Holders of Securities of any particular series (hereinafter referred to as "applicants") apply in writing to the Subordinated Trustee for the Securities of any such series, and furnish to such Subordinated Trustee reasonable proof that each such applicant has owned a Security of that series for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Securities of that series with respect to their rights under this Subordinated Indenture or under the Securities of that series and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then such Subordinated Trustee shall, within five Business Days after the receipt of such application, at its election, either:

        (1)   afford such applicants access to the information preserved at the time in accordance with Section 7.02(a); or

        (2)   inform such applicants as to the approximate number of Holders of Securities of that series whose names and addresses appear in the information preserved at the time by such Subordinated Trustee in accordance with Section 7.02(a), and as to the approximate cost of mailing to such Holders the form of proxy or other communication, if any, specified in such application.

        If any such Subordinated Trustee shall elect not to afford such applicants access to that information, such Subordinated Trustee shall, upon the written request of such applicants, mail to each Holder of Securities of that series whose name and address appears in the information preserved at the time by the Subordinated Trustee in accordance with Section 7.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to such Subordinated Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days after such tender, such Subordinated Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of such Subordinated Trustee, such mailing would be contrary to the best interests of the Holders of Securities of that series or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, such Subordinated Trustee shall mail copies of such material to all such Holders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise such Subordinated Trustee shall be relieved of any obligation or duty to such applicants respecting their application.

        (c)   Every Holder of Securities of each series, by receiving and holding the same, agrees with the Issuer and the Subordinated Trustee for the Securities of such series that none of the Issuer such Subordinated Trustee or any of their agents shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of the Securities of such series in accordance with Section 7.02(b), regardless of the source from which such information was derived, and that the Subordinated Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 7.02(b).

SECTION 7.03. Reports by Subordinated Trustee.

        (a)   Within 60 days after May 15 of each year commencing with the year following the first issuance of Securities, the Subordinated Trustee for the Securities of each series shall transmit by mail to all Holders of the Securities of such series, in the manner and to the extent provided in the Trust Indenture Act, a brief report dated as of each such May 15 if required by the Trust Indenture Act.

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        (b)   A copy of each such report shall, at the time of such transmission to Holders of Securities of any series, be filed by the Subordinated Trustee for the Securities of such series with each Stock Exchange, with the Commission and with the Issuer. The Issuer will notify such Subordinated Trustee when such series of Securities is listed on any Stock Exchange.

SECTION 7.04. Reports by Issuer.

        The Issuer will:

        (1)   file with the Subordinated Trustee for the Securities of such series, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Issuer is not required to file information, documents or reports pursuant to either of said Sections, then it will file with such Subordinated Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

        (2)   file with the Subordinated Trustee for the Securities of such series and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents, and reports with respect to compliance by the Issuer with the conditions and covenants of this Subordinated Indenture as may be required from time to time by such rules and regulations; and

        (3)   transmit by mail to all Holders of Securities of each series, as provided in Section 313(c) of the Trust Indenture Act, within 30 days after the filing thereof with the Subordinated Trustee for the Securities of such series, such summaries of any information, documents and reports required to be filed by the Issuer pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.

        Delivery of such reports, information and documents to the Subordinated Trustee is for informational purposes only and the Subordinated Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer's compliance with any of its covenants hereunder (as to which the Subordinated Trustee is entitled to rely exclusively on Officers' Certificates).

ARTICLE EIGHT
CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

SECTION 8.01. Issuer May Consolidate, Etc., Only on Certain Terms.

        So long as any Security remains Outstanding, the Issuer shall not consolidate or amalgamate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person unless:

        (1)   the corporation formed by such consolidation or amalgamation or into which the Issuer is merged, or the Person which acquires, leases or is the transferee of or recipient of the conveyance or transfer, of substantially all of the properties and assets of the Issuer as an entirety shall:

        (A)  be a corporation or other Person organized and validly existing under the laws of any country that is a member of the OECD (as the same may be constituted from time to time); and

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        (B)  expressly assume, by an indenture supplemental hereto, executed and delivered to the Subordinated Trustee for each series of Securities, in form reasonably satisfactory to each such Subordinated Trustee, with any amendments or revisions necessary to take account of the jurisdiction in which any such corporation or Person is organized (if other than England and Wales),

        (i)    the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on, and any sinking fund payment in respect of, all of the Securities,

        (ii)   the performance of every covenant of this Subordinated Indenture and of all the Securities on the part of the Issuer to be performed,

        (iii)  such assumption shall provide that such corporation or Person shall pay to the Holder of any Securities such additional amounts as may be necessary in order that every net payment of the principal of (and premium, if any, on) and interest, if any, and Deferred Interest, if any, on such Securities will not be less than the amounts provided for in the Securities to be then due and payable, and

        (iv)  with respect to (iii) above such obligation shall extend to any deduction or withholding for or on account of any present or future tax, assessment or governmental charge imposed upon such payment by the United Kingdom or the country in which any such corporation or Person is organized or any district, municipality or other political subdivision or taxing authority thereof (subject to the limitations set forth in Section 10.07 in respect of the payment of additional amounts as applied to such country);

        (2)   immediately after giving effect to such transaction, no Event of Default, Payment Default, Capital Security Default, or Payment Event with respect to any series of Securities, and no event which, after notice or lapse of time or both, would become an Event of Default, Payment Default, Capital Security Default or Payment Event with respect to any series of Securities, shall have occurred and be continuing; and

        (3)   the Issuer has delivered to the Subordinated Trustee for each series of Securities an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, amalgamation, merger, conveyance, transfer or lease and such supplemental indenture evidencing the assumption by such corporation or Person comply with this Subordinated Indenture and that all conditions precedent provided for in this Subordinated Indenture relating to such transaction have been complied with.

SECTION 8.02. Successor Corporation Substituted.

        Upon any consolidation, amalgamation or merger, or any conveyance, transfer or lease of the properties and assets of the Issuer substantially as an entirety in accordance with Section 8.01, the successor corporation formed by such consolidation or amalgamation or into which the Issuer is merged or the Person to which such conveyance or transfer or with which such lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Subordinated Indenture with the same effect as if such successor corporation or Person had been named as the Issuer herein, and thereafter, except in the case of a lease, the predecessor corporation shall be relieved of all obligations and covenants under this Subordinated Indenture or the Securities.

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ARTICLE NINE
SUPPLEMENTAL INDENTURES

SECTION 9.01. Supplemental Subordinated Indentures Without Consent of Holders.

        Without the consent of any Holders of Securities, the Issuer, when authorized by a Board Resolution, and the Subordinated Trustee or Subordinated Trustees for the Securities of any or all series, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the relevant Subordinated Trustee or Subordinated Trustees, for any of the following purposes:

        (1)   to evidence the succession of another corporation to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and contained in the Securities; or

        (2)   to add to the covenants of the Issuer for the benefit of the Holders of all or any particular series of Securities (and, if such covenants are to be for the benefit of fewer than all series of Securities, stating that such covenants are being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Subordinated Trustee for the Securities of any such series or otherwise secure any such series of the Securities or to surrender any right or power herein conferred upon the Issuer; or

        (3)   to add any additional Events of Default, Payment Defaults, Capital Security Defaults or Payment Events with respect to any or all series of Securities (and, if any such Event of Default, Payment Default, Capital Security Default or Payment Event applies to fewer than all series of Securities, stating each series to which such Event of Default, Payment Default, Capital Security Default or Payment Event applies); provided, that any such additional Event of Default, Payment Default, Capital Security Default or Payment Event would not cause any such series of Securities to be in default immediately upon any such addition; or

        (4)   to change or eliminate any restrictions on the payment of principal of or any premium or interest on Securities, or to provide (subject to applicable laws) for the issuance of uncertificated Securities of any series in addition to or in place of any certificated Securities and to make all appropriate changes for such purposes; provided, however, that any such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or

        (5)   to change or eliminate any of the provisions of this Subordinated Indenture; provided, however, that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or

        (6)   to evidence and provide for the acceptance of appointment hereunder of a Subordinated Trustee, other than Citibank, N.A., for a series of Securities and to add to or change any of the provisions of this Subordinated Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Subordinated Trustee, pursuant to the requirements of Section 6.09; or

        (7)   to evidence and provide for the acceptance of appointment hereunder by a successor Subordinated Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Subordinated Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Subordinated Trustee, pursuant to the requirements of Section 6.11(b); or

        (8)   to add to the conditions, limitations and restrictions on the authorized amount, form, terms or purposes of issue, authentication and delivery of Securities, as herein set forth, with such other conditions, limitations and restrictions thereafter to be observed; or

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        (9)   to supplement any of the provisions of this Subordinated Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Section 4.01; provided, however, that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect; or

        (10) to add to or change or eliminate any provisions of this Subordinated Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act or any rules and regulations of the Commission; or

        (11) to cure any ambiguity or defect, to correct or amend or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Subordinated Indenture; provided, that any such action shall not adversely affect the interests of the Holders of Securities of any particular series in any material respect; or

        (12) to establish the terms of a series of Securities to be issued hereunder pursuant to, and in accordance with, Section 3.01 hereof.

SECTION 9.02. Supplemental Subordinated Indentures With Consent of Holders.

        The Issuer, when authorized by a Board Resolution, and the Subordinated Trustee or Subordinated Trustees for the Securities of any or all series may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Subordinated Indenture or of modifying in any manner the rights of the Holders of such Securities under this Subordinated Indenture, but only with the consent of the Holders of 50% (or any greater requisite amount) in aggregate principal amount of the Outstanding Securities of each series of Securities then Outstanding affected thereby, in each case by Act of said Holders of Securities of each such series delivered to the Issuer and the Subordinated Trustee for Securities of each such series; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:

        (1)   change the Stated Maturity, if any, of the principal of, or any installment of principal of or interest on, any Security, or change the terms of any Perpetual Subordinated Debt Securities or Perpetual Subordinated Capital Securities to include a Stated Maturity of the principal amount thereof, or reduce the principal amount of any Security, the rate of interest thereon, if any, or any Deferred Interest, or any premium or principal payable upon the redemption thereof, or change any obligation of the Issuer to pay additional amounts pursuant to Sections 5.16 and 10.07 (except as contemplated by Section 8.01(1) and permitted by Section 9.01(1)) or reduce the amount of the principal of a Discounted Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or change the currency or currency unit in which, any Security or any interest or Deferred Interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity, if any, thereof or the date any such payment is otherwise due and payable (or, in the case of redemption, on or after the Redemption Date);

        (2)   reduce the percentage in aggregate principal amount of the Outstanding Securities of any particular series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Subordinated Indenture or certain defaults hereunder and their consequences that is provided for in this Subordinated Indenture;

        (3)   change any obligation of the Issuer to maintain an office or agency in the places and for the purposes specified in Section 10.02;

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        (4)   modify any of the provisions of this Section or Sections 5.12 or 10.06, except to increase any specified percentage in aggregate principal amount required for any actions by Holders or to provide that certain other provisions of this Subordinated Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder of a Security with respect to changes in the references to "the Subordinated Trustee" and concomitant changes in this Section and Sections 5.12 or 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.09, 6.11(b), 9.01(6) and 9.01(7); or

        (5)   change in any manner adverse to the interests of the Holders of any Outstanding Securities the subordination provisions of such Securities.

        A supplemental indenture which changes or eliminates any covenant or other provision of this Subordinated Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Subordinated Indenture of the Holders of Securities of any other series.

        It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

SECTION 9.03. Execution of Supplemental Subordinated Indentures.

        In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Subordinated Indenture, the Subordinated Trustee for any series of Securities shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Subordinated Indenture. The Subordinated Trustee for any series of Securities may, but shall not (except to the extent required in the case of a supplemental indenture entered into under Section 9.01(6) or (7)) be obligated to, enter into any such supplemental indenture which affects such Subordinated Trustee's own rights, liabilities, duties or immunities under this Subordinated Indenture or otherwise.

SECTION 9.04. Effect of Supplemental Subordinated Indentures.

        Upon the execution of any supplemental indenture under this Article, this Subordinated Indenture shall be modified in accordance therewith and such supplemental indenture shall form a part of this Subordinated Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 9.05. Conformity With Trust Indenture Act.

        Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.

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SECTION 9.06. Reference in Securities to Supplemental Subordinated Indentures.

        Securities of any particular series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Subordinated Trustee for the Securities of such series, bear a notation in form approved by such Subordinated Trustee as to any matter provided for in such supplemental indenture. If the Issuer shall so determine, new Securities of any series so modified as to conform, in the opinion of the Subordinated Trustee for the Securities of such series and the Boards of Directors of the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer, and such Securities may be authenticated and delivered by the Subordinated Trustee for the Securities of such series in exchange for Outstanding Securities of such series.

ARTICLE TEN
COVENANTS

SECTION 10.01. Payment of Principal (and Premium, if any) and Interest and Deferred Interest, if any.

        The Issuer agrees, for the benefit of each particular series of Securities, that it will duly and punctually pay in the currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except as provided in Sections 3.11(b), 3.11(d) and 3.11(e)) the principal of (and premium, if any, on) and interest and Deferred Interest, if any, on that series of Securities in accordance with the terms of the Securities of such series and this Subordinated Indenture.

SECTION 10.02. Maintenance of Office or Agency.

        If Securities of a series are issuable as Registered Securities, the Issuer will maintain in the Borough of Manhattan, The City of New York, and in each Place of Payment for that series an office or agency where Securities of that series may be presented or surrendered for payment, and an office or agency where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuer with respect to the Securities of that series and this Subordinated Indenture may be served. The Issuer will give prompt written notice to the Subordinated Trustee for the Securities of that series of the location, and any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Subordinated Trustee for the Securities of that series with the address thereof, such presentations (to the extent permitted by law) and surrenders of Securities of that series may be made and notices and demands may be made or served at the Corporate Trust Office of such Subordinated Trustee, and the Issuer hereby appoints such Subordinated Trustee as its agent to receive such respective presentations, surrenders, notices and demands.

        The Issuer may also from time to time designate one or more other offices or agencies (in or outside a Place of Payment) where the Securities of one or more series may be presented or surrendered for any or all of the purposes specified above in this Section and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in each Place of Payment for such purpose. The Issuer will give prompt written notice to the Subordinated Trustee for the Securities of each series so affected of any such designation or rescission and of any change in the location of any such office or agency.

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        Unless otherwise specified pursuant to Section 3.01, if and so long as the Securities of any series (i) are denominated in a currency other than Dollars or (ii) may be payable in a currency other than Dollars, or so long as it is required under any other provision of the Subordinated Indenture, then the Issuer will maintain with respect to each such series of Securities, or as so required, a Currency Determination Agent.

SECTION 10.03. Money for Securities Payments to Be Held in Trust.

        If the Issuer shall at any time act as its own Paying Agent with respect to any particular series of Securities, it will, on or before each due date of the principal of (or premium, if any, on) or interest, or Deferred Interest, if any, on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except as provided in Sections 3.11(b), 3.11(d) and 3.11(e)) sufficient to pay the principal (and premium, if any) and interest and Deferred Interest, if any, so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the Subordinated Trustee for the Securities of such series of its action or failure so to act.

        Whenever the Issuer shall have one or more Paying Agents for any particular series of Securities, the Issuer will, prior to 10:00 a.m. in the applicable Place of Payment on each due date of the principal of (or premium, if any, on) or interest or Deferred Interest, if any, on any such Securities, deposit with a Paying Agent for the Securities of such series a sum (in the currency or currency unit described in the preceding paragraph) sufficient to pay the principal (and premium, if any) and interest and, subject to Section 3.07, Deferred Interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such Paying Agent is the Subordinated Trustee for the Securities of such series) the Issuer will promptly notify such Subordinated Trustee of its action or failure so to act.

        The Issuer will cause each Paying Agent (other than the Subordinated Trustee) for any particular series of Securities to execute and deliver to such Subordinated Trustee an instrument in which such Paying Agent shall agree with such Subordinated Trustee, subject to the provisions of this Section, that such Paying Agent will:

        (1)   hold all sums held by it for the payment of the principal of (or premium, if any, on) or interest or Deferred Interest, if any, on Securities of that series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

        (2)   give such Subordinated Trustee notice of any default by the Issuer (or any other obligor upon the Securities) in the making of any payment of principal of (and premium, if any, on) and interest and Deferred Interest, if any, on Securities of that series; and

        (3)   at any time during the continuation of any such default, upon the written request of such Subordinated Trustee, forthwith pay to such Subordinated Trustee all sums so held in trust by such Paying Agent.

        The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Subordinated Indenture or for any other purpose, pay, or by an Issuer Order direct any Paying Agent to pay, to the Subordinated Trustee for the Securities of any series all sums held in trust by the Issuer or such Paying Agent, such sums to be held by such Subordinated Trustee upon the same trusts as those upon which sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to such Subordinated Trustee, such Paying Agent shall be released from all further liability with respect to such money.

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        Any money deposited with the Subordinated Trustee or any Paying Agent for the Securities of any series, or then held by the Issuer in trust for the payment of the principal of (and premium, if any, on) and interest and Deferred Interest, if any, on any Securities of any particular series and remaining unclaimed for two years after such principal (and premium, if any) and interest and Deferred Interest, if any, has become due and payable shall, unless otherwise required by mandatory provisions of applicable escheat, or abandoned or unclaimed property law, be paid to the Issuer on delivery of an Issuer Request, or (if then held by the Issuer) shall be discharged from such trusts; and the Holder of such Security shall, thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of such Subordinated Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that such Subordinated Trustee or such Paying Agent, before being required to make any such repayment shall give notice to the Holder of such Security in the manner set forth in Section 1.06 that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notice, any unclaimed balance of such money then remaining will, unless otherwise required by mandatory provisions of applicable escheat, or abandoned or unclaimed property law, be repaid to the Issuer; provided, further, that the Subordinated Trustee or such Paying Agent shall give written notice of any such unclaimed amounts to the Issuer within 30 days after the end of such two year period.

SECTION 10.04. Statements as to Compliance.

        The Issuer will deliver to the Subordinated Trustee for each series of Securities, within four months after the end of each fiscal year ending after the date hereof, an Officers' Certificate (one of the signers of which shall be the chief executive officer, treasurer or finance director of the Issuer) stating whether or not, to the knowledge of such officers, after due investigation, the Issuer has complied with all conditions and covenants and fulfilled all of its obligations under this Subordinated Indenture during such year and, if such officers have obtained knowledge of any default or Event of Default, specifying all such defaults or Events of Default and the nature thereof of which such officers may have knowledge and whether any such default or Events of Default is continuing or not.

        For purposes of this Section, such compliance or fulfillment shall be determined without regard to any period of grace or requirement of notice provided under this Subordinated Indenture.

        The Issuer shall deliver to the Subordinated Trustee, as soon as possible and in any event within thirty days after the Issuer becomes aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers' Certificate setting forth the nature and status of such Event of Default.

SECTION 10.05. Corporate Existence.

        Subject to Article Eight, the Issuer will do or cause to be done all things necessary to preserve and keep in full force and effect their respective corporate existences.

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SECTION 10.06. Waiver of Certain Covenants.

        The Issuer may omit in any particular instance to comply with any covenant or condition set forth in Sections 10.02 and 10.05 and any other covenant not set forth herein and specified pursuant to Section 3.01 to be applicable to the Securities of any series, if before or after the time for such compliance the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by the omission (which, in the case of a covenant not set forth herein and specified pursuant to Section 3.01 to be applicable to the Securities of any series, shall include only those series to which such covenant is so specified to be applicable) shall, in each case by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Issuer and the duties of the Subordinated Trustee for the Securities of each series with respect to any such covenant or condition shall remain in full force and effect.

SECTION 10.07. Payment of Additional Amounts.

        Unless otherwise provided in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of a particular series of Securities, the Issuer will pay to the Holder of any Security such additional amounts as may be necessary in order that every net payment of the principal of (and premium, if any, on) and interest, if any, and Deferred Interest, if any, on any such Security after deduction or other withholding for or on account of any present or future tax, assessment, duty or other governmental charge of any nature whatsoever imposed, levied or collected by or on behalf of the United Kingdom or any political subdivision or taxing authority thereof or therein having power to tax, will not be less than the amount provided for in any such Security to be then due and payable; provided, however, that the foregoing obligation to pay additional amounts will not apply on account of any tax, assessment, duty or other governmental charge which is payable:

        (1)   otherwise than by deduction or withholding from payments of principal of (or premium, if any, on) or interest or Deferred Interest, if any, on any such Security; or

        (2)   by reason of such Holder having, or having had, some personal or business connection with the United Kingdom and not merely by reason of the fact that payments are, or for the purposes of taxation are deemed to be, from sources in, or secured in the United Kingdom; or

        (3)   except in the case of the winding up of the Issuer in England, where the relevant Security is presented for payment in the United Kingdom; or

        (4)   where the relevant Security is presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the relevant Holder would have been entitled to such additional amounts on presenting the Security for payment on such thirtieth day; or

        (5)   with respect to a payment to an individual, where the deduction or withholding is required to be made pursuant to any European Union directive on the taxation of savings implementing the conclusions of the meeting of the European Council of Economics and Finance Ministers of November 26-27, 2000 (or any Supplemental ECOFIN meeting relating to such directive) or any law implementing or complying with, or introduced in order to conform to, such directive; or

        (6)   on a Security presented for payment by a Holder who would have been able to avoid such deduction or withholding by presenting the relevant Security to another paying agent in a Member State of the European Union or elsewhere; or

        (7)   by reason by any estate, excise, inheritance, gift, sales, transfer, wealth or personal property tax or any similar assessment or governmental charge; or

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        (8)   as a result of the failure of a holder to satisfy any statutory requirements or make a declaration of non-residence or other claim for exemption; or

        (9)   by reason of a change in law or official practice of any relevant taxing authority that becomes effective more than 30 days after the Relevant Date (as defined below) for payment of principal (or premium, if any) or interest or Deferred Interest, if any, in respect of such Security; or

        (10) owing to any combination of clauses (1) through (9) above (provided that such provision is applicable to the relevant series of Securities in accordance with this Subordinated Indenture).

        No additional amounts will be paid as provided above with respect to any payment of principal of (or premium, if any, on) or interest or Deferred Interest, if any, on any such Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of any such payment to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the additional amounts had such beneficiary, settlor, member or beneficial owner been the Holder of any such Security.

        For the purposes hereof the "Relevant Date" means the date on which the payment of principal of (or premium, if any, on) or interest or Deferred Interest, if any, on any Security first becomes due and payable but, if the full amount of the monies payable on such date has not been received by the relevant Paying Agent or as it shall have directed on or prior to such date, the "Relevant Date" means the date on which such monies shall have been so received.

        Whenever in this Subordinated Indenture there is mentioned, in any context, the payment of the principal of (or premium, if any, on) or interest or Deferred Interest (or, with respect to the Perpetual Subordinated Capital Securities, any other payments), if any, on any Security, such mention shall be deemed to include mention of the payment of additional amounts provided for in the terms of such Securities and this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made.

        If the Securities of a series provide for the payment of additional amounts as contemplated by Section 3.01(21), at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal (and premium, if any) and interest and Deferred Interest, if any, if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Issuer will furnish the Subordinated Trustee for that series of Securities with an Officers' Certificate instructing such Subordinated Trustee whether such payment of principal of (and premium, if any, on) and interest and Deferred Interest, if any, on the Securities of that series shall be made to Holders of Securities of that series without withholding for or on account of any tax, assessment, duty or other governmental charge as referred to above or described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Issuer will pay to the Subordinated Trustee for such series of Securities such additional amounts as may be required pursuant to the terms applicable to such series. The Issuer covenants to indemnify the Subordinated Trustee for such series of Securities and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without gross negligence, willful default or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section 10.07 or the failure to provide any such Officers' Certificate. The obligations contained in the immediately preceding sentence of the Issuer shall survive payment of all of the Securities, the satisfaction and discharge of this Subordinated Indenture, and the resignation or removal of the Subordinated Trustee or any Paying Agent for such series of Securities.

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        The Issuer hereby undertakes that, if any withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union directive on the taxation of savings implementing the conclusions of the European Council of Economics and Finance Ministers meeting of November 26-27, 2000 (or any supplemental ECOFIN Council meeting relating to such directive) or any law implementing or complying with, or introduced in order to conform to, such directive, it will ensure that it maintains a paying agent with a specified office in a European Union Member State that will not be obliged to withhold or deduct tax pursuant to such directive or law; provided, that under no circumstances shall the Issuer be obliged to maintain a paying agent with a specified office in such a Member State unless at least one Member State of the European Union does not require a paying agent making payments through a specified office in that Member State to so withhold or deduct tax; provided, further, that this paragraph shall not apply to any Securities with respect to which clauses (5) and (6) set forth above do not apply.

SECTION 10.08. Calculation of Original Issue Discount.

        The Issuer shall file with the Subordinated Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.

ARTICLE ELEVEN
REDEMPTION OF SECURITIES

SECTION 11.01. Applicability of This Article.

        Redemption of Securities of any series (whether by operation of a sinking fund or otherwise) as permitted or required by the terms of any such Securities shall be made in accordance with such terms and (except as otherwise specified pursuant to Section 3.01 with respect to Securities of such series) this Article; provided, however, that if any of the terms of any such Securities shall conflict with any provision of this Article, the terms of such Securities shall govern; and provided, further, that the option or obligation of the Issuer to redeem any Securities on any Redemption Date shall be subject to any consent required of the Financial Services Authority having been obtained and subject also in the case of Perpetual Subordinated Debt Securities and Perpetual Subordinated Capital Securities to the Solvency Condition being satisfied by the Issuer on any such Redemption Date and such other requirements as may be established pursuant to a Board Resolution or supplemental indenture pursuant to Section 3.01 with respect to such series.

SECTION 11.02. Election to Redeem; Notice to Subordinated Trustee.

        The election of the Issuer to redeem any Securities of any series shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Issuer of less than all of the Securities of any particular series, the Issuer shall, at least 45 days prior to the Redemption Date fixed by the Issuer (unless a shorter notice shall be satisfactory to the Subordinated Trustee for the Securities of such series), notify the Subordinated Trustee for Securities of such series by an Issuer Request of such Redemption Date and of the principal amount of Securities of that series to be redeemed.

        In the case of any redemption of Securities of any series prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Subordinated Indenture, the Issuer shall furnish the Subordinated Trustee for Securities of such series with an Officers' Certificate evidencing compliance with such restriction.

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        In the case of any redemption of Securities of any series pursuant to Sections 11.08 or 11.09 the Issuer shall furnish the Subordinated Trustee for the Securities of such series with an Officers' Certificate and an Opinion of Counsel confirming that the Issuer is entitled to exercise the right of redemption.

SECTION 11.03. Selection of Securities to Be Redeemed.

        If less than all the Securities are to be redeemed, the Issuer may select the series to be redeemed, and if less than all of the Securities of any series are to be redeemed, the particular Securities of that series to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Subordinated Trustee for the Securities of such series, from the Outstanding Securities of that series not previously called for redemption, by such method as the Subordinated Trustee for the Securities of such series shall approve and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series, or any integral multiple thereof) of the principal amount of Securities of that series or a denomination larger than the minimum authorized denomination for Securities of that series pursuant to Section 3.02 in the currency or currency unit in which the Securities of such series are denominated.

        The Issuer shall promptly notify in writing the Subordinated Trustee for the Securities of the series selected for redemption and, in the case of any Securities of a series selected for partial redemption, the principal amount thereof to be redeemed.

        For all purposes of this Subordinated Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

SECTION 11.04. Notice of Redemption.

        Unless otherwise specified in the Securities of a series, notice of redemption shall be given in the manner provided in Section 1.06 not later than 30 days and not earlier than 60 days (or, in the case of partial redemptions, 45 days) prior to the Redemption Date, to each Holder of Securities to be redeemed and, with respect to the Perpetual Subordinated Capital Securities, the Subordinated Trustee, the Calculation Agent and any Paying Agent of such series. A notice or redemption relating to a series of Perpetual Subordinated Capital Securities shall be irrevocable.

        All notices of redemption shall state:

        (1)   the Redemption Date;

        (2)   the Redemption Price;

        (3)   if less than all Outstanding Securities of a particular series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the particular Securities to be redeemed;

        (4)   that on the Redemption Date the Redemption Price will become due and payable upon each such Security or portion thereof, and that interest thereon, if any, shall cease to accrue on and after said date;

        (5)   the place or places where such Securities are to be surrendered for payment of the Redemption Price;

        (6)   that the redemption is for a sinking fund, if such is the case; and

        (7)   the CUSIP number(s) and ISIN, if any, with respect to such Securities.

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        Notice of redemption of Securities to be redeemed at the election of the Issuer shall be given by the Issuer or, at the Issuer's written request, by the Subordinated Trustee for such Securities in the name and at the expense of the Issuer.

SECTION 11.05. Deposit of Redemption Price.

        Subject in the case of Perpetual Subordinated Debt Securities and Perpetual Subordinated Capital Securities to the Solvency Condition being satisfied by the Issuer, on or prior to any Redemption Date, and to any consent required of the Financial Services Authority having been obtained, the Issuer shall deposit with the Subordinated Trustee for the Securities to be redeemed (or, if the Issuer is acting as its own Paying Agent for such Securities, segregate and hold in trust as provided in Section 10.03) an amount of money in the currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except as provided in Sections 3.11(b), 3.11(d) and 3.11(e)) sufficient to pay the principal amount (or, if the context so requires, lesser amount in the case of Discounted Securities) of (and premium, if any, thereon), and (except if the Redemption Date shall be an Interest Payment Date) any accrued interest on and, subject to Section 3.07, Deferred Interest, if any, on all the Securities which are to be redeemed on that date.

SECTION 11.06. Securities Payable on Redemption Date.

        (a)   Subject, in the case of Perpetual Subordinated Debt Securities and Perpetual Subordinated Capital Securities, to the Solvency Condition being satisfied by the Issuer and such other requirements as may be set out in the terms for a series being satisfied, and to any consent required of the Financial Services Authority having been obtained, notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified in the currency or currency unit in which the Securities of such series are payable (except as otherwise provided pursuant to Section 3.01 for the Securities of such series and except as provided in Sections 3.11(b), 3.11(d) and 3.11(e)) and from and after such date (unless the Issuer shall default in the payment of the Redemption Price) such Securities shall cease to bear interest. Upon surrender of such Security for redemption in accordance with said notice, such Security or specified portions thereof shall be paid by the Issuer at the Redemption Price; provided, however, that unless otherwise specified as contemplated by Section 3.01, installments of interest on Registered Securities whose Stated Maturity, if any, is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Dates according to their terms and the provisions of Section 3.07.

        If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (or, if the context shall so require, lesser amount in the case of Discounted Securities) thereof (and premium, if any, thereon) shall, until paid, bear interest from the Redemption Date at a rate per annum equal to the rate borne by the Security (or, in the case of Discounted Securities, the Security's Yield to Maturity).

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        (b)   In the event that it is so provided for in the Board Resolution or supplemental indenture pursuant to Section 3.01 hereof establishing the terms of a particular series of Perpetual Subordinated Capital Securities, a Redemption Date on which any Deferred Interest Payments are due to be satisfied may be postponed following the occurrence of a Market Disruption Event, or in other circumstances where the Issuer is otherwise not able to raise sufficient funds through the Alternative Coupon Satisfaction Mechanism to satisfy all Deferred Interest Payments payable on such Redemption Date. In such event, the Perpetual Subordinated Capital Securities of such series will remain Outstanding and will continue to accrue and pay interest in accordance with their terms, and such postponement of the Redemption Date will not constitute a Capital Security Default. In addition, to the extent set forth in such Board Resolution or supplemental indenture, following the 14th day after postponement of a Redemption Date as described above, interest will accrue on outstanding Deferred Interest Payments that would otherwise have been satisfied on such initially scheduled Redemption Date from (and including) such initial Redemption Date to (but excluding) the date such Deferred Interest Payments are paid, at the rate of interest applicable to such series of Perpetual Subordinated Capital Securities.

SECTION 11.07. Securities Redeemed in Part.

        Any Security which is to be redeemed only in part shall be surrendered at the Place of Payment (with, if the Issuer, the Subordinated Trustee or the Security Registrar for such Security so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer, the Subordinated Trustee and the Security Registrar for such Security duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Issuer shall execute and such Subordinated Trustee shall authenticate and deliver to the Holder of such Security, without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, of the same series and having the same terms and provisions and in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered; except that, if a global Security is so surrendered, the Issuer shall execute, and the Subordinated Trustee shall authenticate and deliver to the Depositary for such global Security, without service charge, a new global Security of like tenor in a denomination equal to and in exchange for the unredeemed portion of the principal amount of the global Security so surrendered.

SECTION 11.08. Tax Event Redemption.

        (a)   The Securities of any series may be redeemed, subject to any other terms set forth herein and in the Board Resolution or supplemental indenture pursuant to Section 3.01 hereof establishing the terms of such Securities, and subject, in the case of Perpetual Subordinated Debt Securities and Perpetual Subordinated Capital Securities of any series, to the Solvency Condition being satisfied by the Issuer, as a whole but not in part, at the option of the Issuer, upon not more than 60 days' nor less than 30 days' prior notice to the Holders of such Securities, at a Redemption Price equal to 100% of the principal amount thereof (or, if the context so requires, such lesser amount in the case of Discounted Securities) (and premium, if any, thereon), together with accrued interest (including any interest not paid on a Compulsory Interest Payment Date) and Deferred Interest, if any, thereon to the Redemption Date, upon the occurrence of a Tax Event.

        (b)   Prior to the redemption of any series of Securities following the occurrence of a Tax Event, the Issuer shall be required, before it gives a notice of redemption, to deliver to the Senior Trustee an Officers' Certificate stating that all conditions precedent to such redemption have been complied with and an Opinion of Counsel concluding that in the opinion of such counsel a Tax Event has occurred and the Issuer is entitled to exercise its right of redemption in accordance with the terms of the Securities.

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SECTION 11.09. Regulatory Event Redemption.

        (a)   Subject to the Issuer satisfying the Solvency Condition on any applicable date set for redemption, the Perpetual Subordinated Capital Securities of any series may be redeemed, in whole but not in part, at the option of the Issuer, upon not more than 60 days' nor less than 30 days' prior notice to the holders of such Securities, at a redemption price equal to 100% of the principal amount thereof (and premium, if any, thereon), together with accrued interest (including any interest not paid on a Compulsory Interest Payment Date), if any, and any Deferred Interest thereon to the date fixed for redemption, if a Regulatory Event is deemed to have occurred.

        (b)   The rights of the Issuer to redeem the Perpetual Subordinated Capital Securities of any series upon the occurrence of a Regulatory Event will be subject to any conditions (including the consent of the Financial Services Authority) specified in the Board Resolution or supplemental indenture establishing the terms of such Securities being satisfied.

        (c)   With respect to the Perpetual Subordinated Capital Securities, in the case of redemption upon the occurrence of a Regulatory Event, the Issuer shall be required, before it gives a notice of redemption, to deliver to the Subordinated Trustee an Officers' Certificate confirming that all conditions precedent to such redemption have been complied with.

ARTICLE TWELVE
SINKING FUNDS

SECTION 12.01. Applicability of This Article.

        Redemption of Securities of any series through operation of a sinking fund as permitted or required by the terms of any such Securities shall be made in accordance with such terms and (except as otherwise specified pursuant to Section 3.01 with respect to Securities of such series) this Article; provided, however, that if any of the terms of any such Securities shall conflict with any provision of this Article, the terms of such Securities shall govern; and provided, further, that the option or obligation of the Issuer to make any sinking fund payment with respect to any Perpetual Subordinated Debt Securities or Perpetual Subordinated Capital Securities shall be subject to the Solvency Condition being satisfied by the Issuer and to any consent required of the Financial Services Authority having been obtained.

        The minimum amount of any sinking fund payment provided for by the terms of Securities of any particular series is herein referred to as a "mandatory sinking fund payment", and any payment in excess of such minimum amount provided for by the terms of Securities of any particular series is herein referred to as an "optional sinking fund payment". If provided for by the terms of Securities of any particular series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking fund payment shall be applied to the redemption of Securities of any particular series as provided for by the terms of Securities of that series.

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SECTION 12.02. Satisfaction of Sinking Fund Payments With Securities.

        The Issuer (i) may deliver Outstanding Securities of a series (other than any Securities previously called for redemption), and (ii) may apply as a credit Securities of a series which have been redeemed either at the election of the Issuer pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided, however, that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Subordinated Trustee for such Securities at the principal amount thereof (or, if the context so requires, such lesser amount in the case of Discounted Securities) and the amount of such sinking fund payment shall be reduced accordingly.

SECTION 12.03. Redemption of Securities for Sinking Fund.

        Not less than 60 days prior to each sinking fund payment date for any particular series of Securities (or such shorter period as shall be satisfactory to the Subordinated Trustee for the Securities of such series), the Issuer will deliver to the Subordinated Trustee for the Securities of such series, an Officers' Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash in the currency or currency unit in which the Securities of that series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of that series and except as provided in Sections 3.11(b), 3.11(d) and 3.11(e)) and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 12.02 and shall state the basis for such credit and that such Securities have not previously been so credited and will also deliver to such Subordinated Trustee any Securities to be so delivered. The Issuer or the Subordinated Trustee for the Securities of such series shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Issuer in the manner provided in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07.

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ARTICLE THIRTEEN
SUBORDINATION OF SECURITIES

SECTION 13.01. Securities Subordinate to Certain Creditors; Definition of Relative Rights.

        (a)   General. The Issuer covenants and agrees, and each Holder of Securities of each series, by his acceptance thereof, likewise covenants and agrees, that, to the extent expressly provided in this Subordinated Indenture or in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of a series of Securities, the Subordinated Debt Securities of each series shall constitute direct, unsecured and unconditional obligations of the Issuer, ranking equally and ratably without any preference among themselves and, in the event of the bankruptcy or winding up or liquidation of the Issuer, the claims of the holders thereof shall be subordinate to, and subject in right of payment to, the prior payment in full of, all claims of the Senior Creditors of the Issuer with respect to such Securities as described herein (or in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of such series of Securities), without any preference among themselves. To the extent and in the manner set forth herein or in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of such series of Securities, the indebtedness represented by any of the Securities and the payment of the principal of (and premium, if any, on) and interest and Deferred Interest, if any, on any of the Securities and any payment in connection with any applicable sinking fund or redemption provisions or the payment of any other sums due on any such Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full, in cash or cash equivalents, to all claims of Senior Creditors with respect to such series and, with respect to any Perpetual Subordinated Debt Securities and Perpetual Subordinated Capital Securities, conditional upon the Solvency Condition being satisfied by the Issuer as described in paragraph (b) of this Section.

        (b)   No payment of principal, premium, if any, interest, if any, or Deferred Interest, if any, or in connection with any sinking fund or redemption provision in respect of any of the Perpetual Subordinated Debt Securities or Perpetual Subordinated Capital Securities, and no purchase of any of the Perpetual Subordinated Debt Securities or Perpetual Subordinated Capital Securities, beneficially by or for the account of the Issuer or any of the Subsidiaries of the Issuer shall be made unless two members of the Board of Directors of the Issuer or the Auditors or (if the Issuer is in bankruptcy, winding up or liquidation in England and Wales) the liquidator of the Issuer shall have reported to the Subordinated Trustee within 14 days before such payment or within 6 months before such redemption or purchase that in their or, as the case may be, his opinion the Solvency Condition would be satisfied by the Issuer both at the time of and immediately after such payment, redemption or purchase. Any such report shall, in the absence of manifest error, be treated and accepted by the Issuer, the Subordinated Trustee, and the Holders of any of the Securities as correct and sufficient evidence of such satisfaction of the Solvency Condition.

        (c)   Subordination of Dated Subordinated Debt Securities. The rights and claims of the holders of any series of Dated Subordinated Debt Securities are subordinated to Senior Creditors with respect to such Securities, or any other subordinated debt securities of the Issuer not expressed to rank equally with or junior to such Securities.

        The following are "Senior Creditors" with respect to any series of Dated Subordinated Debt Securities unless otherwise provided in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of such Securities: (i) any creditors who are unsubordinated creditors of the Issuer; (ii) any creditors whose claim is or is expressed to be subordinated to the claim of any unsubordinated creditors of the Issuer but not further or otherwise; or (iii) any creditor who is a subordinated creditor other than any whose claim ranks or is expressed to rank pari passu with or junior to the claims of the holders of any Dated Subordinated Debt Securities.

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        In the event the Issuer is subject to any bankruptcy, winding up or liquidation proceedings, if the amounts payable with respect to the Dated Subordinated Debt Securities and any claims ranking pari passu with any such Securities are not paid in full, the holders of any such Securities and holders of other claims ranking pari passu with any such Securities shall share ratably in any distribution of the assets of the Issuer in proportion to the respective amounts to which they are entitled.

        (d)   Subordination of Perpetual Subordinated Debt Securities. The rights and claims of the holders of any series of Perpetual Subordinated Debt Securities are subordinated to Senior Creditors with respect to such Securities, including claims of any holders of Dated Subordinated Debt Securities or any other subordinated debt securities of the issuer not expressed to rank equally with or junior to the Perpetual Subordinated Debt Securities.

        The following are "Senior Creditors" with respect to any series of Perpetual Subordinated Debt Securities unless otherwise provided in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of such Securities: (i) any creditors who are unsubordinated creditors with claims admitted in the event of the winding up of the Issuer; (ii) any creditors having claims in respect of liabilities that are, or are expressed to be subordinated, whether only in the event of a winding up or otherwise, to the claims of unsubordinated creditors of the Issuer but not further or otherwise; (iii) any creditor who is a holder of Securities other than the Perpetual Subordinated Debt Securities except those that rank, or are expressed to rank, equally with or junior to such series of Perpetual Subordinated Debt Securities.

        No principal, premium, if any, and interest and Deferred Interest, if any, or any sinking fund or redemption payments in respect of any of the Perpetual Subordinated Debt Securities which under the terms of such Perpetual Subordinated Debt Securities or the provisions of this Subordinated Indenture would otherwise be due for payment by the Issuer when the Solvency Condition is not satisfied (whether or not the Issuer is in bankruptcy, winding up or liquidation) shall be due and payable (without prejudice to the provisions of Section 5.03 with respect to a Payment Event), and instead such principal, premium, if any, and interest and Deferred Interest, if any, or any sinking fund or redemption payments will become due and payable only if and when and to the extent that the Issuer could make such payment in whole or in part and the Issuer could still satisfy the Solvency Condition (whether or not the Issuer is in bankruptcy, winding up or liquidation) immediately thereafter.

        In the event of the bankruptcy, winding up or liquidation of the Issuer, the amount that shall be payable with respect to the Perpetual Subordinated Debt Securities of each series shall be determined by calculating the amount, if any, as would have been payable in respect thereof as if, on the day immediately prior to the commencement of any such bankruptcy, winding up or liquidation and thereafter, the Holders of such Perpetual Subordinated Debt Securities were the holders of the most senior class of preference shares of the Issuer having a preferential right to a return of assets in any such bankruptcy, winding up or liquidation over the holders of all issued classes of share capital (including all classes of preference shares of the Issuer) for the time being, assuming that such preference shares were entitled (to the exclusion of other rights or privileges) to receive as a return of capital in such bankruptcy, winding up or liquidation an amount equal to the principal amount of the Perpetual Subordinated Debt Securities of such series then Outstanding together with premium, if any, and interest accrued to the date of repayment, if any. In the event such amounts and any claims ranking pari passu are not paid in full, the holders of such Securities and claims will share ratably in any such distribution of the assets of the Issuer in proportion to the respective amounts to which they are entitled.

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        (e)   Subordination of Perpetual Subordinated Capital Securities. The rights and claims of the holders of any series of Perpetual Subordinated Capital Securities are subordinated to Senior Creditors with respect to such Securities, including claims of any holders of Dated Subordinated Debt Securities, Perpetual Subordinated Debt Securities or any other subordinated debt securities of the issuer not expressed to rank equally with or junior to the Perpetual Subordinated Capital Securities.

        The following are "Senior Creditors" with respect to any series of Perpetual Subordinated Capital Securities unless otherwise provided in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of such Securities: (i) any creditors who are unsubordinated creditors with claims admitted in the event of the winding up of the Issuer; (ii) any creditors having claims in respect of liabilities that are, or are expressed to be subordinated, whether only in the event of a winding up or otherwise, to the claims of unsubordinated creditors of the Issuer but not further or otherwise; (iii) any creditor who is a holder of Securities other than the Perpetual Subordinated Capital Securities except those that are expressed to rank equally with or junior to such series of Perpetual Subordinated Capital Securities; and (iv) all other creditors having claims, including other such creditors holding subordinated debt securities, except those that rank, or are expressed to rank, equally with (including holders of Parity Securities) or junior to (including holders of Junior Securities) the claims of any holder of Perpetual Subordinated Capital Securities of such series.

        No principal, premium, if any, and interest and Deferred Interest, if any, or any sinking fund or redemption payments in respect of any of the Perpetual Subordinated Capital Securities which under the terms of such Perpetual Subordinated Capital Securities or the provisions of this Subordinated Indenture would otherwise be due for payment by the Issuer when the Solvency Condition is not satisfied (whether or not the Issuer is in bankruptcy, winding up or liquidation) shall be due and payable (without prejudice to the provisions of Section 5.03 with respect to a Payment Event), and instead such principal, premium, if any, and interest and Deferred Interest, if any, or any sinking fund or redemption payments will become due and payable only if and when and to the extent that the Issuer could make such payment in whole or in part and the Issuer could still satisfy the Solvency Condition (whether or not the Issuer is in bankruptcy, winding up or liquidation) immediately thereafter.

        In the event of the bankruptcy, winding up or liquidation of the Issuer, the amount that shall be payable with respect to the Perpetual Subordinated Capital Securities of each series shall be determined by calculating the amount, if any, as would have been payable in respect thereof as if, on the day immediately prior to the commencement of any such bankruptcy, winding up or liquidation and thereafter, the Holders of such Perpetual Subordinated Capital Securities were the holders of preference shares in the capital of the Issuer having a preferential right to a return of assets in the winding up over the holders of the ordinary shares of the Issuer (but pari passu with the most senior ranking class of issues preference shares of the Issuer, if any, except to the extent such preference shares represent claims of Senior Creditors, assuming that such preference shares were entitled (to the exclusion of other rights or privileges) to receive as a return of capital in such bankruptcy, winding up or liquidation an amount equal to the principal amount of the Perpetual Subordinated Capital Securities of such series then Outstanding together with premium, if any, and interest accrued to the date of repayment, if any, to the extent provided for pursuant to Section 3.01. In the event such amounts and any claims ranking pari passu are not paid in full, the holders of such Securities and claims will share ratably in any such distribution of the assets of the Issuer in proportion to the respective amounts to which they are entitled.

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        (f)    Order of Payment. In the event of the bankruptcy, winding up or liquidation of the Issuer, all amounts in respect of any of the Securities issued by such Issuer paid to the Subordinated Trustee for the Securities of any series by the applicable liquidator of the Issuer in the bankruptcy, winding up or liquidation of the Issuer shall be held by such Subordinated Trustee upon trust:

        (1)   firstly, for payment or satisfaction of the costs, charges, expenses (including reasonable counsel fees) and liabilities incurred by such Subordinated Trustee in or about the execution of the trusts of these presents (including any unpaid remuneration for such Subordinated Trustee);

        (2)   secondly, for payment of claims of all Senior Creditors with respect to Dated Subordinated Debt Securities in the bankruptcy, winding up or liquidation of the Issuer to the extent that such claims are admitted to proof in the bankruptcy, winding up or liquidation (not having been satisfied out of the other resources of the Issuer) excluding interest accruing after commencement of the bankruptcy, winding up or liquidation;

        (3)   thirdly, for payment pari passu and ratably of the amounts owing on or in respect of all Dated Subordinated Debt Securities of any such series issued hereunder by such Issuer;

        (4)   fourthly, for the payment of claims of all Senior Creditors with respect to Perpetual Subordinated Debt Securities in the bankruptcy, winding up or liquidation of the Issuer to the extent that such claims are admitted as proof in the bankruptcy, winding up or liquidation (not having been satisfied out of the other resources of the Issuer) excluding interest accruing after commencement of the bankruptcy, winding up or liquidation;

        (5)   fifthly, for payment pari passu and ratably of the amounts owing on or in respect of all Perpetual Subordinated Debt Securities of any series issued hereunder by such Issuer; and

        (6)   sixthly, for the payment of claims of all Senior Creditors with respect to Perpetual Subordinated Capital Securities in the bankruptcy, winding up or liquidation of the Issuer to the extent that such claims are admitted as proof in the bankruptcy, winding up or liquidation (not having been satisfied out of the other resources of the Issuer) excluding interest accruing after commencement of the bankruptcy, winding up or liquidation;

        (7)   seventhly, for payment pari passu and ratably of the amounts owing on or in respect of all Perpetual Subordinated Capital Securities of any series issued hereunder by such Issuer.

        The trust mentioned above may be performed by the Subordinated Trustee paying over to the applicable liquidator the amounts received by the Subordinated Trustee as aforesaid (less any amounts thereof applied in the implementation of such trust) on terms that such liquidator shall distribute the same accordingly and the receipt of such liquidator for the same shall be a good discharge to the Subordinated Trustee for the performance by it of such trust. The Subordinated Trustee shall be entitled and it is hereby authorized to call for and to accept as conclusive evidence thereof a certificate from the applicable liquidator as to: (i) the amount of the claims of the Senior Creditors with respect to each series of Subordinated Debt Securities referred to above; and (ii) the Persons entitled thereto and their respective entitlements.

        (g)   Amounts Held in Trust. The provisions of this Section shall not be applicable to any amounts of principal, premium, if any, and interest and Deferred Interest, if any, or any amounts in connection with any applicable sinking fund or redemption provisions or payment of any other sums due on any such Securities, in respect of any of the Securities for the payment of which funds have been deposited in trust with the Subordinated Trustee or any Paying Agent or have been set aside by the Issuer in trust in accordance with the provisions of this Subordinated Indenture; provided, however, that at the time of such deposit or setting aside, and immediately thereafter, the foregoing provisions of this Section are complied with.

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        (h)   Subrogation. In a bankruptcy, winding up or liquidation in England and Wales of the Issuer, subject to the satisfaction in full of all claims of Senior Creditors of the Issuer admitted in such bankruptcy, winding up or liquidation, the Holders of the Securities shall be subrogated (pro rata with the holders (or the trustees for such holders) of other pari passu claims, including the Holders of all other Securities issued hereunder on the basis of the respective amounts paid over, directly or through the applicable liquidator, to or for the benefit of such Senior Creditors) to the rights of such Senior Creditors to receive payments or distributions of cash, property or securities of the Issuer applicable to claims of such Senior Creditors until the principal, premium, if any, and interest, if any, in respect of any such Securities, shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to such Senior Creditors of cash, property or securities of the Issuer to which any such Holders or the Subordinated Trustee would be entitled except for the provisions of this Section, and no payment over by any such Holders or the Subordinated Trustee, directly or through the applicable liquidator, to or for the benefit of such Senior Creditors pursuant to the provisions of this Section, shall, as between the Issuer, its creditors other than such Senior Creditors, and any such Holders and the Subordinated Trustee be deemed to be a payment by the Issuer to or on account of such Senior Creditors.

SECTION 13.02. Provisions Solely to Define Relative Rights.

        The provisions of this Article Thirteen are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities of each series on the one hand and the Senior Creditors of the Issuer on the other hand. Other than as provided for in this Subordinated Indenture, any Board Resolutions or supplemental indentures pursuant to Section 3.01 with respect to any series of Securities, nothing contained in this Article or elsewhere in this Subordinated Indenture or in the Securities is intended to or shall (a)(i) impair, as among the Issuer, its creditors (other than Senior Creditors) and the Holders of any Securities issued by such Issuer, the obligation of the Issuer, which is absolute and unconditional, to pay to the Holders of such claims the principal of, premium, if any, on and interest and Deferred Interest, if any, on such Securities as and when the same shall become due and payable in accordance with their terms and this Subordinated Indenture or (ii) affect the relative rights against such Issuer of the Holders of any such Securities and creditors of such Issuer (other than the Senior Creditors) or (iii) prevent the Subordinated Trustee or such Holders from exercising all remedies otherwise permitted by applicable law upon default under this Subordinated Indenture, subject to the rights, if any, under this Article of the Senior Creditors of the Issuer to receive cash, property or securities otherwise payable or deliverable to the Subordinated Trustee or such Holders; or (b) prevent the Subordinated Trustee or such Holders from exercising all remedies otherwise permitted by applicable law upon default under this Subordinated Indenture.

SECTION 13.03. Subordinated Trustee to Effectuate Subordination.

        Each Holder of Securities by his acceptance thereof authorizes and directs the Subordinated Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination of such Securities provided in this Article Thirteen and appoints the Subordinated Trustee his attorney-in-fact for any and all such purposes.

SECTION 13.04. No Waiver of Subordination Provisions.

        No right of any present or future Senior Creditors of the Issuer, if any, to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer or by any act or failure to act, in good faith, by any such Senior Creditors of the Issuer, if any, or by any non-compliance by the Issuer with the terms, provisions and covenants of this Subordinated Indenture, regardless of any knowledge thereof that any such Senior Creditors of the Issuer, if any, may have or be otherwise charged with.

80

SECTION 13.05. Notice to Subordinated Trustee.

        The Issuer shall give prompt written notice to the Subordinated Trustee of any fact known to it which would prohibit the making of any payment when due to or by the Subordinated Trustee in respect of any Securities. Notwithstanding the provisions of this Article or any other provision of this Subordinated Indenture but subject to the provisions of Section 13.01, the Subordinated Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment when due to or by the Subordinated Trustee in respect of any such Securities unless and until the Subordinated Trustee shall have received written notice thereof from the Issuer or a Senior Creditor of such Issuer, as the case may be, or from any trustee therefor, as the case may be; and, prior to the receipt of any such written notice by a Responsible Officer of the Subordinated Trustee, the Subordinated Trustee, subject to the provisions of Section 6.01, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Subordinated Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any, on) and interest and Deferred Interest, if any, on any Security), then, subject to the provisions of Section 13.01, the Subordinated Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date.

        Subject to the provisions of Section 6.01, the Subordinated Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a Senior Creditor or a trustee therefor, to establish that such notice has been given by a Senior Creditor of such Issuer or a trustee therefor. In the event that the Subordinated Trustee determines in good faith that further evidence is required with respect to the right of any Person as a Senior Creditor of such Issuer to participate in any payment or distribution pursuant to this Article, the Subordinated Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Subordinated Trustee as to the amount of claims held by such Person, and if such evidence is not furnished, the Subordinated Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

SECTION 13.06. Reliance on Judicial Order or Certificate of Liquidating Agent.

        Upon any payment or distribution of assets of the Issuer referred to in this Article, the Subordinated Trustee, subject to the provisions of Section 6.01, and the Holders of the Securities shall be entitled to conclusively rely upon (i) any order or decree entered by any court in England and Wales in which any bankruptcy, winding up or liquidation of the Issuer, if any, or similar case or proceeding, including a proceeding for the suspension of payments under English and Welsh law, is pending, or (ii) a certificate of the applicable liquidator, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Subordinated Trustee and such Holders, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the Senior Creditors of the Issuer, if any, as the case may be, and other claims against such Issuer the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article.

81

SECTION 13.07. Subordinated Trustee Not Fiduciary for Creditors.

        The Subordinated Trustee shall not be deemed to owe any fiduciary duty to the Senior Creditors of the Issuer, if any, as the case may be, and shall not be liable to any such holders if it shall in good faith mistakenly pay over or distribute to Holders of the Securities or to the Issuer or to any other Person cash, property or securities to which any such Senior Creditors or depositors and other creditors shall be entitled by virtue of this Article or otherwise. With respect to the Senior Creditors, the Subordinated Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article and no implied covenants or obligations with respect to the Senior Creditors shall be read into this Indenture against the Subordinated Trustee.

SECTION 13.08. Rights of Subordinated Trustee as Creditor; Preservation of Subordinated Trustee's Rights.

        The Subordinated Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with respect to any claims of Senior Creditors of the Issuer, if any, as the case may be, which may at any time be held by it, to the same extent as any other Senior Creditors of the Issuer, if any, as the case may be, and nothing in this Subordinated Indenture shall deprive the Subordinated Trustee of any of its rights as such holder.

        Nothing in this Article shall apply to claims of, or payments to, the Subordinated Trustee under or pursuant to Section 6.07.

SECTION 13.09. Article Applicable to Paying Agents.

        In case at any time any Paying Agent other than the Subordinated Trustee shall have been appointed by the Issuer and be then acting hereunder, the term "Subordinated Trustee" as used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the Subordinated Trustee; provided, however, that Section 13.08 shall not apply to the Issuer or any Affiliate of the Issuer, if the Issuer or such Affiliate acts as Paying Agent.

* * *

        This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original but all such counterparts shall together constitute but one and the same instrument.

82

        IN WITNESS WHEREOF, the parties hereto have caused this Subordinated Indenture dated [    •    ], 2003 to be duly executed, all as of the [    •    ] day of [    •    ] 2003.

PRUDENTIAL plc, as Issuer
By	Name: Title:
CITIBANK, N.A. as Subordinated Trustee
By:	Name: Title:

83

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TABLE OF CONTENTS
PRUDENTIAL SUBORDINATED INDENTURE
RECITALS OF THE ISSUER
NOW THEREFORE, THIS SUBORDINATED INDENTURE WITNESSETH
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
ARTICLE TWO SECURITY FORMS
ARTICLE THREE THE SECURITIES
ARTICLE FOUR SATISFACTION AND DISCHARGE
ARTICLE FIVE REMEDIES
ARTICLE SIX THE SUBORDINATED TRUSTEE
ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY SUBORDINATED TRUSTEE AND ISSUER
ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
ARTICLE NINE SUPPLEMENTAL INDENTURES
ARTICLE TEN COVENANTS
ARTICLE ELEVEN REDEMPTION OF SECURITIES
ARTICLE TWELVE SINKING FUNDS
ARTICLE THIRTEEN SUBORDINATION OF SECURITIES

EX-5.1

Exhibit 5.1

Writer's Direct Dial: 0207-614 2380

July 14, 2003

Prudential Public Limited Company,
Laurence Pountney Hill,
London, England EC4R 0HH

Ladies and Gentlemen:

        We have acted as special U.S. counsel to Prudential Public Limited Company, a public limited company incorporated under the laws of England and Wales (the "Company"), in connection with the Company's registration under the Securities Act of 1933, as amended (the "Act"), pursuant to a registration statement on Form F-3 (Registration No. 333-103500) (the "Registration Statement") of its senior debt securities (the "Senior Securities") and its subordinated debt securities (the "Subordinated Securities", and together with the Senior Securities, the "Securities"). The Senior Securities and the Subordinated Securities will be issued under a senior indenture (the "Senior Indenture") and a subordinated indenture (the "Subordinated Indenture" and together with the Senior Indenture, the "Indentures"), respectively, to be entered into between the Company and Wilmington Trust Company, as trustee, and the Company and Citibank, N.A., as trustee, respectively.

        In arriving at the opinion expressed below, we have reviewed the forms of the Indentures attached as exhibits to the Registration Statement. 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 instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.

        In rendering the opinion 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 Indentures will conform to the forms thereof that we have reviewed and that the Securities in global form, and any Securities in certificated form issued in exchange therefor, will conform to the forms thereof set forth in the board resolution or supplemental indenture, as the case may be, pursuant to which such Securities will be issued and that such Securities will be duly authenticated in accordance with the terms of the Indentures and such board resolution or supplemental indenture, as the case may be.

        Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that (a) when the Senior Indenture has been duly authorized, executed and delivered, and the Senior Securities have been duly authorized, executed and delivered, the Senior Securities will be valid, binding and enforceable obligations of the Company entitled to the benefits of the Senior Indenture, and (b) when the Subordinated Indenture has been duly authorized, executed and delivered, and the Subordinated Securities have been duly authorized, executed and delivered, the Subordinated Securities will be the valid, binding and enforceable obligations of the Company entitled to the benefits of the Subordinated Indenture.

        Insofar as the foregoing opinion relates 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 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 law of the State of New York), (b) such opinion is subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity and (c) such opinion is subject to judicial application of foreign laws or foreign governmental actions affecting creditors rights.

        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 laws of England and Wales).

        We note that effective enforcement of a foreign currency claim in the New York State courts or the federal courts sitting in the State of New York may be limited by requirements that the claim (or a foreign currency judgment in respect of the claim) be converted into United States dollars at the rate of exchange prevailing on a specified date. In addition, we express no opinion as to the enforceability of any provision of the Indentures relating to currency indemnity.

        The foregoing opinion is limited to the federal laws of the United States of America and the laws of the State of New York.

        We are furnishing this opinion letter to you, solely for your benefit in connection with the registration with the Securities and Exchange 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 Matters" in the prospectus that forms part of the Registration Statement, without admitting that we are "experts" under the Act, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this exhibit.

Very truly yours,
CLEARY, GOTTLIEB, STEEN & HAMILTON
By	/s/ PIERRE-MARIE BOURY Pierre-Marie Boury, a Partner

EX-5.2

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Exhibit 5.2

	14 July 2003
Prudential plc,	Your reference
Laurence Pountney Hill,
London,	Our reference
EC4R 0HH	DTF/JZZA Direct line 020 7090 3247

Dear Sirs,

Prudential plc (the "Company")
Senior Debt Securities ("Senior Debt Securities") and
Subordinated Debt Securities ("Subordinated Debt Securities")
(together the "Debt Securities") to be issued under the U.S.$2,000,000,000
U.S. 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 the proposed issues of Debt Securities by the Company. Senior Debt Securities will be issued under the Senior Indenture and Subordinated Debt Securities will be issued under the Subordinated Indenture, in each case as supplemented from time to time.

        This opinion is delivered to you in connection with a registration statement on Form F-3, as filed on 14 July, 2003 with the United States Securities and Exchange Commission (the "Commission") by the Company under the United States Securities Act of 1933, as amended (the "Securities Act") and which relates to the offer and sale of the Debt Securities.

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

(a)

the Subordinated Indenture to be executed by the Company as issuer and Citibank, N.A. as trustee, in the form filed as an exhibit to the Registration Statement (as defined below) (the "Subordinated Indenture");



(b)

the Senior Indenture to be executed by the Company as issuer and Wilmington Trust Company as trustee, in the form filed as an exhibit to the Registration Statement (as defined below) (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, as filed with the Commission on 14 July, 2003 (including the Prospectus (the "Prospectus") forming part of that Registration Statement) under the Securities Act, relating to the Debt Securities of the Company (the "Registration Statement"); and



(d)

a certificate dated 14 July, 2003 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;



(ii)

a copy of the draft minutes of a meeting of the Board of Directors of the Company held on 8 May, 2003 certified by the Company Secretary as a true, complete and up to date copy; and



(iii)

a copy of the minutes of a meeting of the committee of the Board of Directors of the Company dated 9 July, 2003 certified by the Company Secretary as a true, complete 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 and in particular the laws of the State of New York and of the United States of America.

        We have assumed:-

(i)

the accuracy and completeness of all statements made in the Secretary's Certificate (a copy of which is annexed to this opinion) 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 issued;



(ii)

that the meetings of the Board of Directors held on 8 May, 2003 and of the Committee of the Board of Directors held on 9 July, 2003, were duly convened and held and that the draft minutes of the Board meeting and the minutes of the Committee meeting are a true record of the proceedings at such meetings and that the authorisations given and resolutions passed at such meetings are in full force and effect and have not been and will not be amended, revoked or superseded;



(iii)

the capacity, power and authority of each of the parties (other than the Company) to execute, deliver and perform the terms of the Indentures;



(iv)

the due execution and delivery by the parties thereto of the Indentures and that the Indentures have not been amended, restated or supplemented since the date of their execution and delivery;



(v)

the conformity to original documents of all copy, proof and draft documents examined by us and that the copy of the Memorandum and Articles of Association of the Company examined by us (which was attached to the Secretary's Certificate referred to above) is complete and up-to-date and would, as at today's date, comply with Section 380 of the Companies Act 1985;



(vi)

that the Debt Securities will upon issue be duly executed, delivered and authenticated in accordance with the provisions of the Indentures;



(vii)

that there are no provisions of the laws of any jurisdiction outside England which would be contravened by such execution or delivery and that, insofar as any obligation under the Indentures or the Debt Securities falls to be performed in, or is otherwise subject to, any jurisdiction other than England, its performance will not be illegal by virtue of the laws of that jurisdiction;



(viii)

that the aggregate initial offering price of all Debt Securities issued will not exceed the amount to be registered as set forth in the Registration Statement or its equivalent (calculated, where applicable, as described in the relevant Indenture) in other currencies and that each Debt Security will be in the form set out in the relevant Indenture;



(ix)

that the terms and conditions applicable to the relevant Debt Securities will not be inconsistent with the terms and conditions of the relevant Indenture and will not be inconsistent with the Prospectus as supplemented by any applicable prospectus supplement;



(x)

that the information disclosed by our searches on 14 July, 2003 of the Companies House database (CH Direct) and by telephone of the Central Registry of Winding-up Petitions on 14 July, 2003, in relation to the Company, was then complete, up to date and accurate and has not since then been altered or added to and the Company has not made any proposal for a voluntary arrangement under Part I of the Insolvency Act 1986, no petition has been presented for the winding-up, dissolution or administration of the Company and no administrator, receiver or similar officer has been appointed in respect of the Company or any of its property;

(xi)

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 a regulated activity (within the meaning of the FSMA) in the United Kingdom in contravention of that Section;



(xii)

that no amendment has been, or will be, made to either of the Indentures or to the Registration Statement;



(xiii)

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);



(xiv)

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



(xv)

that the Indentures, when executed and delivered, will constitute, and the Debt Securities, when executed, authenticated and delivered (as appropriate) in accordance with the Indentures, will constitute, valid and binding obligations of the parties thereto under the laws of the State of New York (by which they are expressed to be governed and 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 duly incorporated and existing under the laws of England.



2.

The Company has the corporate power to enter into and to perform its obligations under the Indentures.



3.

The execution and delivery of the Indentures by the Company have been duly authorised by all necessary corporate action on the part of the Company.



4.

The Indentures have been duly authorised by the Company and the English courts will treat the validity and binding nature of the obligations therein as being governed by the laws of the State of New York (except for the provisions set out in Section 2.01 and Section 13.01 of the Subordinated Indenture).



5.

The issue of the Debt Securities from time to time has been duly authorised by the Company, and when duly authenticated in accordance with the terms of the Indentures and when issued, the English courts will treat the validity and binding nature of the obligations therein as being governed by the laws of the State of New York.



6.

The statements in the Prospectus under the headings "Description of the Securities" (under the sub-headings "Status of the Senior Debt Securities" and "Status of the Subordinated Debt Securities"), insofar as such statements constitute a general summary of current English law, fairly summarise the matters referred to therein.

        Our reservations are as follows:-

(i)

We express no opinion on European Union law as it affects any jurisdiction other than England.

(ii)

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.



(iii)

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.



(iv)

The obligations of the Company under the Indentures and the Debt Securities will be subject to any laws from time to time in effect relating to bankruptcy, insolvency, liquidation or administration or any other laws or legal procedures affecting generally the enforcement of creditors' rights.



(v)

Except as specifically provided in paragraph 6 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, including the Prospectus Supplement), or whether any material facts have been omitted from any of them.

        This opinion is to be 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. 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 Financial Services Authority.

        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 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

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Exhibit 5.2

EX-12

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EXHIBIT 12—COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(In £ millions, except ratios)

UK GAAP

			HISTORICAL BASIS					SUPPLEMENTAL BASIS
			Years ended 31 December					Years ended 31 December
			2002	2001	2000	1999	1998	2002	2001	2000	1999	1998
Profit on ordinary activities (excluding discontinued operations) before shareholder tax and minority interest			484	313	914	689	1,094	484	313	914	689	1,094
Fixed charges			394	358	306	200	157	181	150	131	122	97
	Earnings		878	671	1,220	889	1,251	665	463	1,045	811	1,191
Fixed charges:
		Interest payable on core structural borrowings(1)	130	118	131	122	97	130	118	131	122	97
		Interest on other borrowings relating to shareholder financed business(2)	103	44	12	9	8	51	32
		Interest relating to with-profits business(3)	65	68	61	51	52
		Product interest(4)	96	128	102	18
	Fixed Charges		394	358	306	200	157	181	150	131	122	97
Ratio of Earnings to Fixed Charges			2.2	1.9	4.0	4.4	8.0	3.7	3.1	8.0	6.6	12.3
Earnings in Excess of Fixed Charges			484	313	914	689	1,094	484	313	914	689	1,094

US GAAP

			HISTORICAL BASIS							SUPPLEMENTAL BASIS
			Years ended 31 December							Years ended 31 December
			2002		2001		2000	1999	1998	2002		2001		2000	1999	1998
Income from continuing operations before income taxes and minority interests and cumulative effect of changes in accounting principles			(1,037	)	(721	)	586	1,429	1,202	(1,037	)	(721	)	586	1,429	1,202
Fixed charges			3,657		3,486		3,216	3,031	2,543	239		168		148	135	109
	Earnings		2,620		2,765		3,802	4,460	3,745	(798	)	(553	)	734	1,564	1,311
Fixed charges:
		Interest payable on core structural borrowings(1)	130		118		131	122	97	130		118		131	122	97
		Interest on other borrowings relating to shareholder financed business(2)	103		44		12	9	8	103		44		12	9	8
		Interest relating to with-profits business(3)	65		68		61	51	52	6		6		5	4	4
		Product interest(4)	3,359		3,256		3,012	2,849	2,386
	Fixed Charges		3,657		3,486		3,216	3,031	2,543	239		168		148	135	109
Ratio of Earnings to Fixed Charges			—		—		1.2	1.5	1.5	—		—		5.0	11.6	12.0
Earnings in (Deficit) / Excess of Fixed Charges			(1,037	)	(721	)	586	1,429	1,202	(1,037	)	(721	)	586	1,429	1,202

(1)

Core structural borrowings comprise those borrowings required to support Prudential's main business activities.

(2)

Interest on other borrowings relating to shareholder financed business includes:

(a)

interest on commercial paper supporting a short-term fixed income securities reinvestment program.

(b)

interest on structural borrowings of UK banking operations

(c)

interest payable on debt held for trading purposes relating to UK banking business and

(d)

interest payable on non-recourse borrowings of investment funds managed by PPM America, which are consolidated as if they were subsidiaries, as a result of the Prudential Group's effective control of the funds.

On a UK GAAP supplemental basis items (c) and (d) are excluded because they do not relate to debt held for structural purposes

(3)

Interest relating to with-profits business includes:

(a)

interest on other bank loans and overdrafts

(b)

interest on lease payments for property. Given the complexities of calculating the interest on lease payments, it has been assumed that ¹/3 of the total lease payments represent interest.



(c)

interest on debt held in the Scottish Amicable Insurance Fund (SAIF), a ring-fenced sub-fund of Prudential Assurance Company (PAC) in which shareholders have no interest.

On a UK GAAP supplemental basis the above items have been excluded as these charges have no direct impact on profit from ordinary activities.

On a US GAAP supplemental basis the policyholders' share of these charges (90% of items (a) and (b) and 100% of item (c)) has been excluded, as the policyholders' share of the charges has no impact on income from continuing operations.

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 statutory funds are maintained for shareholders in the Group companies having with-profits business and 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 (referred to as SAIF), shareholders are not entitled to any profit from the fund.

Under UK GAAP, earnings from with-profits business are recognized only when with-profits bonuses are declared and the shareholders' share of bonuses is transferred to the shareholders' fund. As bonuses are smoothed over time, fixed charges incurred by with-profits funds do not directly impact the level of bonuses, and therefore do not directly impact earnings. Under US GAAP, earnings from with-profits business are recognized only after establishing a liabilty for the policyholders' share of earnings. Consequently, fixed charges incurred by with-profits funds affect earnings only to the extent of the shareholders' proportional interest in the earnings of the with-profits funds.

(4)

Product interest on a UK GAAP basis relates to interest on wholesale funding arrangements entered into by Jackson National Life (JNL). These funding arrangements are simillar in substance to Guaranteed Investment Contracts and, as such, the interest expense is akin to interest credited on policyholders' accounts.

On a US GAAP basis product interest also includes interest credited on account values of investment-type policies.

On a supplemental basis all product interest has been excluded.

Please note that the SEC neither requires nor encourages the presentation of supplemental ratios of earnings to fixed charges.

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EXHIBIT 12—COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (In £ millions, except ratios)

EX-23.1

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Exhibit 23.1

The Board of Directors
Prudential plc
London, England

Independent Auditors' Consent

        We consent to the use of our reports dated June 24, 2003 on the consolidated financial statements and related condensed financial statement schedule of Prudential plc as of December 31, 2002 and 2001 and for each of the years in the three year period ended December 31, 2002, which reports appear in the December 31, 2002 Annual Report on Form 20-F of Prudential plc incorporated by reference herein and to the reference to our firm under the heading "Independent Accountants" in the prospectus.

/s/  KPMG AUDIT PLC KPMG Audit Plc

July 14, 2003
London, England

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Exhibit 23.1