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Financial Objectives

This part of the award relates to key financial goals of restructuring, split equally between the financial performance of the Company's Long-Term Savings business post-restructuring and absolute Total Shareholder Return (TSR) targets, as set out below:

Long-Term Savings business (50%)

1 Growth in Adjusted Operating Profit (AOP) excluding Long-Term Investment Return on a constant currency basis over the three-year performance period

2 IFRS AOP over aggregate equity allocated to the Long-Term Savings business for 2012

3 The ratio of the Net Client Cash Flow (NCCF) over Assets under Management (AUM) will be calculated on a simple average basis over the full three years

Absolute TSR (50%)

TSR will be measured on an absolute basis, 50% in Rand and 50% in £, and will be averaged at the start (Q4 2009) and end (Q4 2012) of the three-year performance periods. Old Mutual's TSR growth will then be compared with the vesting schedule set out below to determine the outcome:

The Committee must be satisfied that the Company's TSR performance reasonably reflects its underlying financial performance over the period. Threshold performance is aligned with Old Mutual's cost of equity and the maximum is aligned with performance in excess of the historic upper quartile performance within the insurance sector.

The Committee obtains external audit sign-off as part of its oversight procedures. The Company undertakes the performance measurement for each specific award and obtains agreement to the calculations from KPMG Audit Plc.

The Old Mutual Staff Pension Fund

The Old Mutual Staff Pension Fund (OMSPF), established in 1979, is a hybrid scheme which has a defined benefit section that was closed to new members in 1998 and a defined contribution section established in 1997 that was closed to new members in June 2010. The total membership of the OMSPF, including active, deferred and pensioner members (both sections) across the Group, reported in the most recent Annual Report and Accounts of the scheme at 31 December 2009 was 1,389.

Julian Roberts is a deferred member of the defined contribution section of the OMSPF and, during 2010, the Company contributed a total of £9,860 to the scheme in lieu of an equivalent cash payment under his benefit allowance. The accumulated value of Julian Roberts' funds in the OMSPF was £294,700 at 31 December 2010 (£247,400 at 31 December 2009). From 1 July 2010, the Company ceased making contributions on behalf of Julian Roberts to any employer-provided pension scheme.

Philip Broadley does not participate in any employer-provided pension scheme of the Group.

Directors' emoluments for 2009 and 2010

Remuneration for the year ended 31 December 2010 and the preceding financial year, including in each case remuneration from offices held with the Company's subsidiaries, Old Mutual (US) Holdings, Inc. (OMUSH), Old Mutual US Life Holdings Inc. (US Life), Nedbank Group Limited (Nedbank), Skandia Insurance Company Limited, Skandia Liv and Skandiabanken (Skandia), and Old Mutual Life Assurance Company (South Africa) Limited where relevant, was as follows:

1 The total short-term incentives for the 2009 and 2010 performance years were payable half in cash and half in the form of forfeitable shares awards.

2 Benefits include cash allowances payable to the executive directors, as well as travel costs for directors' spouses to accompany them to certain Board meetings or other corporate events of the Company and its major subsidiaries. The amount of this expenditure is reported to and considered by the Committee, and procedures are in place for such costs to be authorised. The Committee is satisfied that such expenditure is reasonable and in the interests of the Company.

3 The Company made pension contributions in lieu of an equivalent cash payment under Julian Roberts' benefit allowance.

4 Includes fees of £42,000 (2010) and £41,000 (2009) from OMUSH and US Life.

5 Includes fees of £304,000 (2010) and £250,000 (2009) from Nedbank.

6 Includes fees of £159,000 (2010) and £121,000 (2009) from Skandia.

7 The prior-year comparative number as published in the Remuneration Report for 2009 was £4,722,000, which included £297,000 paid to the former Chairman, Chris Collins.

The executive directors were required to waive fees for non-executive directorships held in subsidiary companies totalling £30,400 during the year ended 31 December 2010 (2009: £2,000) in favour of the Company or its subsidiaries. These waivers are expected to remain in force in the future.