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Directors' interests under employee share plans

The following options and rights over shares in the Company were outstanding at 1 January and 31 December 2010 in favour of the executive directors under the employee share schemes described in the 'Employee share plans' section above. Those granted during 2010 are highlighted in bold and those vested, released, exercised or lapsed during 2010 are shown in italics:

1 Options and awards under the PSP and the SRP granted on 8 April 2009 were based on the closing middle-market price of the Company's shares on the London Stock Exchange on 7 April 2009, namely 54.1p.

2 Awards under the SRP granted on 23 March 2010 were based on the closing middle-market price of the Company's shares on the London Stock Exchange on 22 March 2010, namely 125.7p.

3 Dividends are paid and the directors can vote the shares during the vesting period.

4 Awards are subject to a claw-back provision under which the Committee may reduce the number of shares under option or award if financial results or business performance for which the director is responsible is found to have been materially incorrect or misleading or if undue risk was taken, resulting in financial loss to the Company.

5 Subject to the fulfilment of performance targets prescribed by the Committee, under which bonus-matching options and restricted share awards granted in 2009 are subject to targets relating to the Company's IFRS EPS and RoAE.

6 The number of shares awarded under the bonus match on 8 April 2009 was calculated by reference to a price of 55.781p per share, being the price at which the matching shares were acquired by the Old Mutual plc Employee Share Trust.

7 Nil-cost options under the PSP granted on 13 May 2010 were based on the closing middle-market price of the Company's shares on the London Stock Exchange on 12 May 2010, namely 119p.

8 Subject to the achievement of certain initiatives relating to the restructuring of the Group.

9 Subject to the fulfilment of performance targets prescribed by the Committee, under which 50% of the award would be subject to the financial performance of the Company's Long-Term Savings business post restructuring and 50% of the award would be subject to absolute total shareholder return.

10 As a result of the IFRS EPS-based performance targets not being met, the options and bonus-matching restricted share awards granted on 30 March 2007 lapsed on 11 March 2010.

11 As a result of the IFRS EPS-based performance targets not being met, the options and bonus-matching restricted share awards granted on 3 April 2008 lapsed on 8 March 2011.

12 On 30 March 2010, 90,812 shares were released to Mr Roberts in respect of the 2007 deferred short-term incentive restricted share award. Mr Roberts retained all of these shares.

13 The SAYE option price was determined as 20 percent below the average of the Company's share price between 16 and 18 March 2009. The Company's share price at the date of grant (9 April 2009) was 63.3p.

Company share price performance

The market price of the Company's shares was 123.1p at 31 December 2010 and ranged from a low of 97.3p to a high of 145.2p during 2010.

Executive directors' shareholding requirements

The Committee has established guidelines on shareholdings by the executive directors of the Company. Under these, the Group Chief Executive is expected to build up a holding of shares in the Company equal in value to at least 150 percent of his annual basic salary within five years of appointment and the equivalent figure for other executive directors is 100 percent of their annual basic salary. For the purposes of the calculations, unvested options and restricted share awards are excluded.

The following table shows Old Mutual plc shares held by the executive directors at 31 December 2010 (including holdings by their connected persons) compared to the shareholding requirements prescribed by these guidelines:

1 The minimum number of shares required to be held has been calculated using the market price of Old Mutual plc shares on 31 December 2010, namely 123.1p and the basic salaries of the executive directors at 31 December 2010.

Current exposure

The current exposure of the executive directors to the Company's share price is shown in the table below. This includes shares owned outright (including holdings by connected persons) as well as restricted share awards that are not subject to performance targets. It excludes unvested share options and vested share options that were underwater at 31 December 2010, as well as restricted share awards that are subject to performance targets.

The Board has considered whether to adopt a shareholding requirement for non-executive directors, but does not consider this to be appropriate.