Prudential Insurance Company of America Deferred Compensation Plan



 Exhibit 10.2 
 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA 
 DEFERRED COMPENSATION PLAN 
 (UNLESS OTHERWISE NOTED, 
 AS AMENDED AND
RESTATED EFFECTIVE AS OF JANUARY 1, 2008) 
 This document constitutes part of a prospectus covering securities that have been registered

 under the Securities Act of 1933. 







 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA 
 DEFERRED COMPENSATION PLAN 
 ARTICLE
I—PURPOSE, EFFECTIVE DATE 
  

	1.1	Purpose 

 The purpose of The Prudential Insurance
Company of America Deferred Compensation Plan (the “Plan”) is to provide the opportunity for selected employees to defer, subject to the Plan’s terms, a portion of their incentive compensation and have it accumulate on a tax-deferred
basis. The Plan is intended to be, and shall be administered as, an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Title I of ERISA
(as defined below). 
  

	1.2	Effective Date 

 The Plan, as hereby amended and
restated, is generally effective as of January 1, 2008, unless specifically noted otherwise. 
 ARTICLE II—DEFINITIONS

 For the purposes of this Plan, the following terms shall have the meanings indicated, unless the context clearly indicates otherwise:

 “Account” means the bookkeeping convention device used by the Employer to measure and determine the amount to be paid to a
Participant under the Plan, which shall be bifurcated into a Pre-205 Account and a Post-2004 Account, to the extent provided in Section 6.1 hereof. 
 “Annual Compensation” means, for purposes of determining general eligibility to participate in the Plan under Section 3.1(a)(iii) and for purposes of determining “Eligible Compensation” for
Insurance Sales Professionals referenced at Section 3.2(a)(iv), (a) for such Insurance Sales Professionals, the total compensation received by such employee that is reportable on Form W-2 as gross income for any Plan Year; and (b) for
all other Employees, such Employee’s gross salary and incentive bonus (including any sales bonus) payable in any Plan Year. 
 “Beneficiary” or “Beneficiaries” means the person, persons or entity entitled under Article V to receive any Plan benefits payable after a Participant’s death. 
 “Board” means the Board of Directors of the Company. 
 “Code” means the Internal Revenue Code of 1986, as amended from time to time (including, but not limited to, any regulations or other interpretative guidance promulgated under the Code by the U.S. Department
of the Treasury or the Internal Revenue Service, as applicable, which also may be cited separately as “Treasury Regulations” for purposes of this Plan). 
 “Committee” shall have the meaning set forth in Section 7.1. 
 “Company” means The
Prudential Insurance Company of America. 
  

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 “Company Retirement Plan” means either (a) The Prudential Traditional Retirement Plan
Document, or (b) the Prudential Cash Balance Pension Plan Document, both components of The Prudential Merged Retirement Plan. 
 “Continuing Service Participant” means a Participant who ceases to be an employee of, but continues to provide services to, any of the 409A Service Recipients following his Retirement or Termination of Employment, or is reasonably
expected (at the time of such Retirement or Termination of Employment) to provide services to any of the 409A Service Recipients within 12 months of such termination of employment. 
 “Corporate Compensation” has the meaning set forth in Section 7.1. 
 “Deferral Commitments” has the meaning set forth in Section 3.2(b). 
 “Deferral Period” means, for each Participant, the period of time commencing on the first day of the Plan Year in which Eligible Compensation
would otherwise be payable unless deferred pursuant to the terms of the Plan, and ending on the date elected by the Participant (or otherwise determined under the Plan) as provided for in Article III and Article IV. 
 “Disability” means the first date on or prior to the Participant’s Termination of Employment as of which a Participant has satisfied each
of the following conditions: (i) the Participant has satisfied the criteria necessary for determination that such Participant qualifies for long-term disability benefits under the Company’s Welfare Benefits Plan, or comparable long-term
disability benefits plan or program sponsored by the Employer or Participating Subsidiary, if applicable; (ii) the Participant has received benefits under the disability plan referenced in subclause (i) above for a period of not less than
three months; and (iii) the Participant has been absent from active service due to a medically determinable physical or mental impairment for a continuous period of at least 12 months. 
 “Eligible Compensation” shall have the meaning set forth in Section 3.2(a). 
 “Eligible Employee” shall have the meaning set forth in Section 3.1(a). 
 “Employer” means the Company and any successor of the Company as designated by the Board. 
 “Employee” generally means, as of any relevant date, any individual who is compensated by the Employer or any Participating Subsidiary for
services actually rendered as either a common law employee or as a statutory employee under Code Section 3121(d)(3) (relating to full time life insurance salesman) including, for these purposes and to the degree not specifically described
above, agents and other insurance sales professionals of the Employer and any Participating Subsidiary. The term “Employee,” however, for purposes of Section 3.1 of this Plan, does not include: (a) any individual who is on a paid
or unpaid leave of absence from the Company or any Participating Subsidiary; (b) any individual who is on Disability; (c) any individual who is receiving severance or similar benefits related to a Termination of Employment from a severance
plan or program sponsored or maintained by the Company, any Participating Subsidiary, or any other affiliate of the Company; or (d) any employee or agent of a subsidiary or an affiliate of the Company that is not a Participating Subsidiary at
such time as the Deferral Commitment for a particular Plan Year must be made, unless otherwise provided for in Exhibit A. 
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time (including, but not limited to, any regulations or other interpretative guidance promulgated under ERISA by either the U.S. Department
of Labor, the Internal Revenue Service (with respect to Title II of ERISA), or the Pension Benefit Guaranty Corporation (with respect to Title IV of ERISA), as applicable). 
  

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 “409A Service Recipients” means the Company and each other entity which is in the same
controlled group of affiliated employers as the Company, as determined in accordance with the rules under Section 414(b) and (c) of the Code. 
 “Financial Hardship” means severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in Section 152(a) of
the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that will
constitute a Financial Hardship will depend upon the facts of each case, but in any case, payment may not be made to the extent that such hardship is or may be relieved: 
 (a) Through reimbursement or compensation by insurance or otherwise; 
 (b) By liquidation of the
Participant’s or Participant spouse’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship; or 
 (c) By cessation of deferrals under the Plan. 
 For purposes of the definition of the term “Financial Hardship,”
the term “unforeseeable emergencies” does not encompass sending a Participant’s dependent to college or the desire to purchase a home, and is intended to be interpreted consistent with the definition of the term under Treasury
Regulations Section 1.457-2(h)(4). 
 “Hardship Withdrawal” has the meaning set forth in Section 4.3. 
 “Institutional and Retirement Sales Professionals,” “Institutional Sales Professionals,” “Insurance Sales Professionals,”
“Investment Professionals,” and “Investment Sales Professionals,” as used in Article III, refer to Employees of the Employer or any Participating Subsidiary performing such functions as such terms are generally understood within
the Employer or such Participating Subsidiary. 
 “Insurance Sales Matching Contributions” has the meaning set forth in
Section 3.2(c). 
 “Participant” means (a) an Employee who has satisfied the eligibility requirements of Article III for
any Plan Year and (b) has amounts credited to his or her Account under the terms of Article VI. 
 “Participating Subsidiary”
means the following affiliates of the Employer as of the Plan’s Effective Date: PruLease, PAMCO, Prudential Investment Corporation, Prudential Bank & Trust, INTECH, Prudential Mutual Funds LLC, Prudential Real Estate Affiliates, PTC
Services, Inc., Prudential HR Management Company, Prudential Mortgage Capital Company LLC, and Prudential Financial, Inc. (effective as of January 1, 2002). In addition to these entities, the term “Participating Subsidiary” means

 (a) any affiliate of the Employer, including, but not limited to 
 (i) any member of a “controlled group of corporations” (as such term is defined in Code Section 1563(a), without regard to the limitations
of Code Sections 1563(a)(4) and 1563(e)(3)(C)) of which the Employer is a member, 
 (ii) any trade or business, whether incorporated or not,
which for any part of a Plan Year is considered to be under common control with the Employer under Code Section 414(c), 
 (iii) any
member of an affiliated service group (as such term is defined under Code Section 414(m)) of which the Employer is a member; and 
  

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 (b) that the Compensation Committee of the Board as of the Effective Date or hereafter has designated as
an entity whose employees may be eligible to participate under the applicable terms of the Plan. 
 “Participation Agreement” means
the agreement submitted by a Participant to the Committee (or its representative, Corporate Compensation (including any Plan Administrator designated by Corporate Compensation)) prior to the beginning of the Deferral Period, with respect to a
Deferral Commitment made for such Deferral Period. 
 “Plan” means this Deferred Compensation Plan as amended from time to time.

 “Plan Year” means the calendar year. 
 “Post-2004 Account” means a sub-account established within a Participant’s Account pursuant to Section 6.1 to separately record the portion, if any, of a Participant’s Account which is
attributable to Eligible Compensation that had been credited to such Account and which was earned or vested after December 31, 2004, and earnings thereon. 
 “Pre-2005 Deferred Compensation Account” means a sub-account established within a Participant’s Account pursuant to Section 6.1 to separately record the portion, if any, of a Participant’s
Account which is attributable to Eligible Compensation that had been credited to such Account and which was earned and vested as of December 31, 2004, and earnings thereon. 
 “Prudential Cash Balance Pension Plan” means the Prudential Cash Balance Pension Plan Document, a component of the Company Retirement Plan.

 “Prudential Traditional Retirement Plan” means The Prudential Traditional Retirement Plan Document, a component of the Company
Retirement Plan. 
 “Retires” or “Retirement” means a Participant’s Termination of Employment (as defined below,
including the special provisions applicable to a Continuing Service Participant) on or after the earliest date on which he or she satisfies any of the following conditions: (i) has attained age 50 and has completed 20 years of service;
(ii) has attained age 55 and has completed 10 years of service or (iii) has attained age 65. Whether a Participant Retires or has reached Retirement shall be determined regardless of whether, as of the date of his or her
Termination of Employment, the Participant has commenced receipt of his or her Pension from the Prudential Traditional Retirement Plan or any comparable retirement plan sponsored by the Employer or Participating Subsidiary 
 “Termination of Employment” means a Participant’s separation from service from the 409 Service Recipients for any reason other than death;
provided however, that, in the case of any Continuing Service Participant, the term Termination of Employment or Retirement (and any similar terms used in this Plan) shall be deemed to refer to the date at which such Participant incurs a
“separation from service,” within the meaning of Section 409A of the Code and the regulations promulgated thereunder, from the 409A Service Recipients. This means that rather than being entitled to receive a distribution hereunder
upon, or at a specified time following, a termination of employment, a Continuing Service Participant shall only be entitled to receive such distribution upon, or at a specified time following, such a separation from service. 
 “Unforseeable Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant or the
Participant’s spouse or dependents; loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Whether a
Participant has an Unforseeable Emergency shall be determined on the particular facts and circumstances pertaining to such Participant, in accordance with the provisions of Section 409A of the Code and the regulations promulgated thereunder.

  

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 ARTICLE III— 
 ELIGIBILITY, PARTICIPATION AND DEFERRAL COMMITMENTS 
  

	3.1	Eligibility and Participation 

  

	 	(a)	Eligibility. Eligibility to participate in the Plan shall be limited to any one of the following Employees (each, an “Eligible Employee”) who is:


  

	 	(i)	at Vice President rank (Grade 06P) and above; 

  

	 	(ii)	at Managing Director rank and above; and/or 

  

	 	(iii)	the following select group of management and highly compensated Employees who satisfy the Annual Compensation thresholds set forth below as of the particular Plan Year (if noted):


  

	 	(A)	For Plan Year 2000 Deferral Commitments only: 

 (I) An
Investment Professional at Senior Vice President and Vice President rank whose Annual Compensation exceeds (or is anticipated to exceed) $200,000 in any Plan Year; and 
 (II) An Institutional and Retirement Sales Professional at Vice President rank whose Annual Compensation exceeds (or is anticipated to exceed) $250,000 in any Plan Year; 
  

	 	(B)	For Plan Year 2001 Deferral Commitments and beyond: 

 (I)
An Investment Professional at Senior Vice President and Vice President rank whose Annual Compensation exceeds (or is anticipated to exceed) $200,000 in any Plan Year; 
 (II) An Investment Sales Professional at Regional Manager rank and above whose Annual Compensation exceeds (or is anticipated to exceed) $200,000 in any Plan Year; and 
 (III) An Institutional Sales Professional at Sales Manager rank and above whose Annual Compensation exceeds (or is anticipated to exceed) $200,000 in any
Plan Year; and/or 
  

	 	(C)	An Insurance Sales Professional whose Annual Compensation exceeds (or is anticipated to exceed) $100,000 for such Plan Year. 

  

	 	 (b)
	 Participation. An Eligible Employee may elect to participate in the Plan with respect to the Deferral Period by
submitting a Participation Agreement by the 31st day of December, or such other date specified in the enrollment materials, which must be in the year
preceding the Plan Year in which the services in respect of which the Eligible Compensation is payable commence to be performed by the Participant. 


  

	3.2	Deferral Commitments and Insurance Sales Professionals Matching Contributions 

 (a) Eligible Compensation. The following compensation is eligible for deferral, in whole or in part, under the Plan by an Eligible Employee (“Eligible Compensation”): 
  

	 	(i)	Grants under the Employer’s or any Participating Subsidiary’s long-term incentive award plans, the precise amounts of which, as of the time such Employee may complete a
Participation Agreement, are unknown to such Employee; 

  

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	 	(ii)	Grants under the Employer’s or any Participating Subsidiary’s sales bonus award plans, the precise amounts of which, as of the time such Employee may complete a
Participation Agreement, are unknown to such Employee; 

  

	 	(iii)	Grants under the Employer’s or any Participating Subsidiary’s annual incentive award plans, the precise amounts of which, as of the time such Employee may complete a
Participation Agreement, are unknown to such Employee; and 

  

	 	(iv)	For Insurance Sales Professionals described in Section 3.1(a)(iii)(c) above, all amounts in excess of $100,000 of Annual Compensation earned during the Plan Year subsequent to
the year in which such Employee executes a Participation Agreement in accordance with the terms of Section 3.4. 

 For
purposes of this Section 3.2(a), the term “Eligible Compensation” does not include any (a) salary payments made to Eligible Employees (except as may be included under the terms of Section 3.2(a)(iv) above), (b) any
supplemental bonuses paid to an Eligible Employee that are not part of a compensation plan sponsored by the Employer or any Participating Subsidiary, (c) any severance payments paid to an Eligible Employee, or (d) any amounts under any
such long-term incentive award, sales bonus award or annual incentive award plans or other programs or arrangements that are “guaranteed” by the Employer or any Participating Subsidiary to an Eligible Employee, whether or not as part of an
employment or severance agreement with such Eligible Employee, or are otherwise known or determinable by such Employee as of the time of such Eligible Employee’s enrollment in the Plan pursuant to a Participation Agreement. Notwithstanding
anything else contained herein to the contrary, so long as an Eligible Employee completes a Participation Agreement in respect thereof at a time established by Corporate Compensation in compliance with the requirements of Section 409A of the
Code, grants under the Employer’s or any Participating Subsidiary’s notional carried interest investment plan, as to which the Eligible Employee had an earned and vested right to payment as of December 31, 2004 and payment of which is
made after 2007, shall be treated as Eligible Compensation. 
 (b) Form of Deferral. The amount of Eligible Compensation that Eligible
Employees may defer under the Plan with respect to services to be performed in any subsequent Plan Year or Years (the “Deferral Commitment”) shall be indicated on any Participation Agreement as a percentage (in five percent
(5%) increments up to eighty percent (80%)) for Participants that are Insurance Sales Professionals; and for all other Participants, a percentage (in five percent (5%) increments up to eighty-five percent (85%) of such
participant’s annual incentive award or long-term incentive award. 
 (c) Insurance Sales Professional Matching Contribution. For
any Eligible Employee who is an Insurance Sales Professional and who makes a Deferral Commitment under the Plan in respect of any Plan Year, an Insurance Sales Professional Matching Contribution shall be made on such Participant’s behalf with
respect to the Deferral Commitment in an amount equal to three percent (3%) of such Deferral Commitment. 
  

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	3.3	Deferral Period 

 Once the Eligible Employee has
completed a Participation Agreement with respect to an amount of Eligible Compensation, a new Deferral Period begins on the first day of the Plan Year in which the Participant commences the services in respect of which the Eligible Compensation
would otherwise be earned unless deferred pursuant to the terms of the Plan. Except as otherwise expressly provided herein, such new Deferral Period will extend, at the Participant’s election, as set forth in the Participation Agreement, to any
of the following: 
  

	 	1)	A specified date in a year subsequent to the year in which the Eligible Compensation deferred under the terms of this Plan would otherwise have been payable to such Participant;


  

	 	2)	The Participant’s Retirement; 

  

	 	3)	January of the year following the Participant’s Retirement; or 

  

	 	4)	The Participant’s death, Disability or Termination of Employment; 

 provided, however, effective for Plan Years beginning after Plan Year 2007, (i) to the degree that a Participant has elected a fixed payment date pursuant to clause (1) above that has not occurred at the date of the
Participant’s Retirement, payments from the Participant’s Account will commence, regardless of such fixed date election, on the first anniversary of the Participant’s Retirement, and (ii) in all events, irrespective of the
Participant’s election of a specified date, Retirement, January of the year following Retirement or Disability or Termination of Employment under this Section 3.3, payments shall commence under the Plan no later than the last day of the
Plan Year in which any such Participant has attained age 70 1/2, as determined under the books and records of the Company. 
  

	3.4	Enrollment 

 (a) General Rule. In order for
an Eligible Employee to become a Participant under the Plan, the Eligible Employee must complete a Participation Agreement and submit it to the Committee (or its representative, Corporate Compensation) in the time frame specified in
Section 3.1(b). If a Participation Agreement is not received by such date, the Eligible Employee is deemed to have elected not to defer any Eligible Compensation under the Plan for such subsequent Plan Year. Once received by the Committee (or
its representative, Corporate Compensation (including any Plan Administrator designated by Corporate Compensation)), such election to defer Eligible Compensation is irrevocable by the Eligible Employee. 
 (b) Effect of Enrollment in the Event of a Termination of Employment. Effective in respect of compensation payable for services to be commenced in
Plan Years beginning on or after January 1, 2008, if an otherwise Eligible Employee incurs a Termination of Employment after completing a Participation Agreement in respect of services to be performed commencing in such Plan Year, but prior to
the commencement of such Plan Year, such election for that Plan Year will be deemed null and void and no amounts will be credited to the Participant’s Account under the Plan. In the event that an Eligible Employee completed a Participation
Agreement and commenced the services to which such Eligible Compensation relates, such Participation Agreement will continue in full force and effect (to the extent the Participant is otherwise entitled to receive any compensation under the terms of
the plan(s) or agreement(s) governing the payment of such Eligible Compensation). Any amount credited to the Participant’s account following Termination of Employment shall be paid in accordance with the provisions of Article IV applicable with
respect to such Deferral Commitment. 
  

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	3.5	Vesting 

 Participants will, at all times, be fully
vested in the notional value of their Account balances under the Plan (which, due to notional gains, losses and interest, may be greater or lesser than the amount of Eligible Compensation actually deferred under the Plan). 
 ARTICLE IV—DISTRIBUTIONS 
  

	4.1	Distribution Election Requirements 

 A Participant
may elect to commence to receive a distribution of amounts deferred with respect to a Deferral Period (i) at a fixed date or (ii) at or within a specified period of time following Retirement; provided, however, that
(i) if a Participant has a Termination of Employment prior to qualifying for Retirement or prior to the occurrence of a specified date on which payments are to commence in respect of a Deferral Period, any distributions to be made under
the Plan (other than distributions that have already commenced to be paid as of a fixed date prior to Termination of Employment) shall be made in connection with such Termination of Employment regardless of the Participant’s election of a
different commencement date, and (ii) certain other exceptions specified below may, in specified circumstances, modify a Participant’s election as to the payment commencement date. Upon enrollment in respect of a Deferral Period, in
order for the Participation Agreement to be deemed valid by the Committee (or its representative, Corporate Compensation) in respect of Eligible Compensation, the Participant must elect (i) either a fixed payment commencement date or the
time at which distributions will commence following Retirement, (ii) a general distribution option for amounts deferred under the Plan (other than on account of a Termination of Employment prior to qualifying for Retirement or prior to
attaining an elected fixed payment date for the commencement of such distributions) that will establish a specified schedule for the payment of distributions of the deferred amounts, and (iii) a distribution option that will establish a
specified schedule for the payment of distributions of the deferred amounts in the event of the Participant’s Termination of Employment prior to qualifying for Retirement or prior to attaining an elected fixed payment date for the commencement
of such distributions. A Participant who fails to elect (i) a payment commencement date shall be deemed to have elected to receive a distribution commencing immediately (subject to Section 4.1(d)) following his or her Termination of
Employment (including, where applicable, Retirement)) or (ii) a distribution option (whether under the general rules or in connection with a Termination of Employment prior to qualifying for Retirement) shall be deemed to have elected a
single, lump sum payment. 
 (a) Payment Date. Participants will elect a payment date to commence payment of amounts deferred each Plan
Year that they participate in the Plan. The payment date options that a Participant may elect are: 
  

	 	(i)	Retirement; 

  

	 	(ii)	January of the year following Retirement; or 

  

	 	(iii)	A future specified date in a year that is subsequent to the year in which the Eligible Compensation deferred under the terms of this Plan would otherwise have been payable to such
Participant; 

 provided that, (A) to the degree that a Participant has elected a fixed payment date pursuant to
(iii) above that has not occurred at the date of the Participant’s Retirement, payments from the Participant’s Account will commence, regardless of such fixed date election, on the first anniversary of the Participant’s
Retirement, (B) in all events, irrespective of the Participant’s election of a specified date, Retirement, or January of the year following Retirement; payments shall commence under the Plan no later than the last day of the Plan 

  

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Year in which any such Participant has attained age 70  1/2, as determined under the books and records of the Company and (C) any election to commence distributions upon Retirement or the January following Retirement shall be subject to the provisions of
Section 4.1(d), if applicable to the Participant. 
 (b) General Distribution Option. For Participants whose service
continues until Retirement or who have elected payment at a fixed payment date which occurs prior to the date of the Participant’s Termination of Employment, any one of the following general distribution options may be chosen for payments
commencing at the payment date determined in accordance with Section 4.1(a): 
  

	 	(i)	A single, lump sum payment; 

  

	 	(ii)	36 monthly installments; 

  

	 	(iii)	60 monthly installments; or 

  

	 	(iv)	120 monthly installments 

 (c) Distribution Option in
Case of Termination. For Participants whose service does not continue until Retirement, except as expressly provided in Section 4.1(d) below, distributions which have not been scheduled to commence under the Plan in accordance with the
Participant’s elections will commence promptly (and in no event more than 90 days) following such Termination of Employment regardless of any election made pursuant to Section 4.1(a). A Participant may choose either of the following
distribution options in the event that distribution commences on account the Participant’s Termination of Employment prior to qualifying for Retirement : 
  

	 	(i)	A single, lump sum payment payable as soon as practicable after such termination; or 

  

	 	(ii)	36 monthly installments beginning January of the year following the Participant’s Termination of Employment. 

 (d) Six Month Delay in Commencement of Distribution in Respect of Specified Employees. Notwithstanding anything else contained in this
Section 4.1 or elsewhere in the Plan to the contrary, any distribution from a Participant’s Post-2004 Account on account of Termination of Employment or Retirement (other than any such event occurring in connection with the
Participant’s death or Disability) to a Participant who, at the time such distribution would commence, is a “specified employee” within the meaning of Section 409A and the regulations promulgated thereunder shall not commence
earlier than six months following the date such Participant incurs such Termination of Employment or Retirement. To the extent that any amount other distributable to a Participant is delayed by reason of this Section 4.1(d), such amounts shall
continue to be held in accordance with the terms of the Plan and the delayed distribution shall be made on the six month anniversary of the Participant’s Termination of Employment or Retirement. Corporate Compensation shall determine who is
specified employee as of each December 31 in accordance with procedures adopted in compliance with Section 409A, and such determination shall be effective for determining who is a specified employee with respect to distributions commencing
in the 12 month period commencing on the next following April 1 and continuing through the second following March 31. 
  

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	4.2	Payments 

 (a) General Rule. Subject to the
terms of the Plan (including, but not limited to, Section 4.1(c) and 4.1(d)), payments will be made as of the date or event elected in the Participation Agreement and according to the distribution payment option elected. 
 (b) Small Account Balances – Lump Sum Cashout. Notwithstanding the foregoing , in the event the Participant’s Account balance, when
coupled with the amounts credited to the Participant under all other account balance plans maintained by any of the 409A Service Recipients which are required to be aggregated with this Plan for purposes of Section 409A of the Code, is ten
thousand dollars ($10,000) or less at the time a distribution of the Participant’s Account balance would commence by reason of the application of Sections 4.1, 4.6 or 4.7, the amount of such Participant’s Account balance under this Plan
and all other such account balance plans shall be paid out in a lump sum notwithstanding the form of benefit payment elected by the Participant under Section 4.1(b) or (c), Section 4.6 or 4.7, as applicable. For purposes of this
Section 4.2(b), a Participant’s Account balance shall be valued in accordance with the general provisions of Section 6.4(a). 
  

	4.3	Hardship and Unforseeable Emergency Withdrawals 

 In
the event of Financial Hardship, a Participant may request payment of all or a portion of the amounts credited to a Participant’s Pre-2005 Account to be accelerated (a “Hardship Withdrawal”). In the event the Participant requests that
payment be advanced through a Hardship Withdrawal, the amount involved cannot exceed the funds required to satisfy the Financial Hardship or the balance in the Participant’s Pre-2005 Account. A Participant may request to receive a distribution
from his or her Post-2004 Account on account of an Unforseeable Emergency. The amount that may be distributed pursuant to the immediately preceding sentence shall not exceed the amount necessary to resolve the financial need arising due to an
Unforseeable Emergency and the taxes that would due upon such distribution or, if less, the Participant’s balance in his or her Pre-2005 Account as of the date of such withdrawal. In no event shall any financial need be deemed an Unforseeable
Emergency to the extent that the related financial need is or may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s assets, to the extent such liquidation would not itself cause
severe financial hardship (including, without limitation, distribution of any amount that is available for a Hardship Withdrawal from the Participant’s Pre-2005 Account), or by cessation of deferrals under the Plan. 
 The Participant will be required to produce any information that the Committee finds necessary or appropriate to make a determination of whether the
participant has a Financial Hardship or an Unforseeable Emergency. Any Hardship Withdrawal or withdrawal on an account of an Unforseeable Emergency shall be payable in a lump sum within 30 days of the date that the Committee shall have determined
that such a Hardship or Unforseeable Emergency exists which entitles a Participant to receive a distribution under this Section 4.3. 
 In the event the Participant receives a Hardship Withdrawal or a withdrawal with respect to an Unforseeable Emergency, the Participant will be precluded from deferring additional Eligible Compensation in respect of services that would
commence to be performed in the subsequent Plan Year. 
  

	4.4	Early Distribution With Penalty 

 A request for an
Early Distribution With Penalty of the Participant’s Pre-2005 Account balance may be made by submitting a Deferred Compensation Withdrawal Form at any time during a Plan Year. The balance distributed from the Pre-2005 Account will be reduced by
a penalty of ten percent (10%) of the Account. For purposes of any such Early Distribution With Penalty, the Account will be valued as of the last day of the month immediately preceding the date on which the request is 

  

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received and will be paid in a lump sum within thirty (30) days of receipt by the Committee (or its representative, Corporate Compensation (including
any Plan Administrator designated by Corporate Compensation)) of such Withdrawal Form. 
 If an Early Distribution With Penalty payment is
made, the Participant will be precluded from deferring additional Eligible Compensation in respect of services that would commence to be performed in the subsequent Plan Year. 
 Any penalty amounts withheld from the Early Distribution With Penalty are taxable income to the Participant, and shall be returned to the Employer’s
general assets. 
  

	4.5	Distributions on the Participant’s Death 

 Notwithstanding the distribution and payment options elected, payment of the entire account balance in a single lump sum will be made to the Participant’s designated Beneficiary upon notification of the Participant’s death. Should
the Participant’s death occur after monthly installments have already started in accordance with the applicable provisions of the Plan, the balance of the Participant’s account shall become due and payable in one single lump sum to the
Beneficiary within thirty (30) days of notification of Participant’s death. 
  

	4.6	Distributions on the Participant’s Disability 

 Should the Participant incur a Disability, payment(s) in the elected form specified for General Distribution Options will begin within thirty (30) days of notification of the Participant’s Disability, except that, if Disability
should occur after monthly installments have already started in accordance with the applicable provisions of the Plan, payments will continue for the remainder of the elected installment period. 
  

	4.7	Distributions On the Participant’s Termination of Employment 

 Except as provided in the next following sentence, in the event of a Participant’s Termination of Employment for any reason other than Retirement, death, or Disability, distribution of any amounts in respect of a
Deferral Commitment shall be made in connection with such Termination of Employment, in accordance with the distribution option applicable to such Deferral Commitment pursuant to Section 4.1(c), regardless of whether the Participant had
otherwise elected to commence payment of the Deferral Commitment at a fixed payment date that is after the date of such Termination of Employment. Notwithstanding the immediately preceding sentence, if payment in respect of a Deferral Commitment
were to have commenced as of fixed date specified by the Participant occurring prior to such Termination of Employment, distributions shall be made (or continue) in respect of such Deferral Commitment on the basis otherwise elected by the
Participant and without adjustment due to such Termination of Employment. 
 ARTICLE V—BENEFICIARY DESIGNATION 
  

	5.1	Beneficiary Designation 

 A Participant shall have
the right, at any time, to designate one (1) or more persons or an entity as Beneficiary (both primary as well as secondary) to whom benefits under this Plan shall be paid in the event of Participant’s death prior to complete distribution
of the Participant’s Account. Each Beneficiary designation shall be in writing, on a form specified by the Committee (or its representative, Corporate Compensation), and shall be filed with the Committee (or its representative, Corporate
Compensation (including any Plan Administrator designated by Corporate Compensation)) during the Participant’s lifetime, and any such election shall apply to the Participant’s entire Account balance. If a Participant fails to designate a
Beneficiary or if a Beneficiary does not survive the Participant, payment will be made to the Participant’s estate in the event of the Participant’s death. 
  

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	5.2	Changing Beneficiary 

 A Participant may change
his/her Beneficiary at any time by completing a Beneficiary designation, again in writing on a form specified by the Committee (or its representative, Corporate Compensation). The change will take effect only after it is received by the Committee
(or its representative, Corporate Compensation (including any Plan Administrator designated by Corporate Compensation)) and determined to be in good order. Any previous Beneficiary’s interest in the Participant’s Account under the Plan
will end as of the date the request is received and determined to be in good order, even if the Participant is not living when the request is received, and any such election to change Beneficiaries shall apply to the Participant’s entire
Account balance. 
 ARTICLE VI—ACCOUNTS 
  

	6.1	Participant Accounts 

 An Account shall be
established on behalf of each Participant under the Plan, and all Eligible Compensation amounts that such Participant elects to defer under the terms of the Plan (as well as any Insurance Sales Professional Matching Contribution) shall be credited
in such Account at the time it would have otherwise been payable to the Participant (or, in the event of any Insurance Sales Professional Matching Contribution, when the Eligible Compensation related to such Matching Contribution would have been
payable to the Participant). In respect of any Participant who had an Account to which deferred Eligible Compensation had been credited in respect of any Plan Year prior to 2005, such Account shall be bifurcated into two sub-accounts: the Pre-2005
Account and the Post-2004 Account. 
  

	6.2	Earnings Indices and Investment Options for Accounts 

 A Participant’s Account will be credited with notional interest, earnings (and, where applicable, notional investment gain or loss) that are intended to mirror the investment performance and results of the indices/notional investment
options selected by the Participant on the Participation Agreement beginning with the date of deferral (or, if attributable to Insurance Sales Professional Matching Contributions, the date such amounts are credited to the Account) until such time as
payment of the entire account balance is made. 
 For Plan Year 2000, the available notional investment options under the Plan are intended
to mirror the performance of four of the investment options available to participants of the Prudential Employee Savings Plan in 2000, as follows: (a) the Fixed Rate Fund; (b) the Prudential Stock Index Fund; (c) the Prudential
Balanced Fund; and (d) the Prudential Jennison Growth Fund. For Plan Years beginning on or after January 1, 2001, the available notional investment options under the Plan are intended to mirror the performance of all of the then-current
investment options available to participants of the Prudential Employee Savings Plan in such year. With respect to amounts deemed allocated to the notional Fixed Rate Fund under the Plan, such amounts will be credited with interest in the same
general manner as interest would be credited to amounts actually invested in the actual Fixed Rate Fund; with respect to amounts deemed allocated to the other notional investment options under the Plan, such amounts will be credited under the Plan
as if the Participant had actually purchased units of such separate account/mutual funds on the date of such deferral. To the extent that various actual investment options are added to, or removed from, the Prudential Employee Savings Plan,
comparable changes shall be made in the available notional investment options under this Plan, and any such changes shall be communicated to Participants as soon as administratively practicable. 
  

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 A Participant may elect any combination of the available notional investment options; provided, however,
that the Participant’s allocation of his or her account must be stated in five percent (5%) increments. 
  

	6.3	Changing Indices 

 A Participant may change how the
notional amounts reflected in his or her Account are deemed invested by completing an Account Reallocation Form. Such deemed investment allocations may be changed periodically, and in no event less than once per calendar quarter. Effective with the
2002 Plan Year, allocations may be changed monthly and changes will be effective on the first day of the following month. 
 To the extent
that additions to, or subtractions from, the number of indices/notional investment options are made under this Plan, Participants will be asked to complete an Account Reallocation Form to indicate if they wish to reallocate their notional Account
balances. In the event no such Form is received, no changes to the Participant’s Account will be made except that, in the event a particular indices/notional investment option is eliminated and no Form has been completed, the notional amounts
credited in such eliminated index shall be credited under the notional Fixed Account Fund as of the date of such elimination (or as soon as administratively practicable thereafter). 
  

	6.4	Account Valuation and Reports 

 (a) Periodic
Account Valuation. For purposes of Account recordkeeping, periodic updates of the notional value of each Participant’s Account (and of the aggregate unfunded liabilities of the Plan as a whole) shall be made at the direction of the
Committee (in any event, no less frequently than as of the end of each calendar quarter). With respect to any distribution for a Participant’s Account as provided for in Article IV of the Plan, the aggregate value of any such distribution shall
be calculated by reference to the notional value of the Account as of the last day of the month prior to the month in which such distribution is either anticipated to commence (including after giving effect to the provisions of Section 4.1(d)).

 (b) Participant Statements. Quarterly statements illustrating Participant Account balances, including any notional gains or losses
in such Accounts, shall be made available to Participants as soon as practicable after the end of each calendar year quarter, in a form and manner prescribed by the Committee. 
 ARTICLE VII—ADMINISTRATION 
  

	7.1	Administration of the Plan 

 The Compensation
Committee of the Board shall appoint a committee (the “Committee”) to administer the Plan, which shall be comprised of the Vice President – Total Compensation, the Vice President – Employee Benefits and a Vice President –
Compensation of the Company. In addition, a member of the Law Department shall serve as a non-voting secretary of the Committee. The Committee shall maintain such procedures and records as will enable the Committee to determine the Participants and
their Beneficiaries who are entitled to receive benefits under the Plan and the amounts thereof. Further, the Committee may elect to delegate its administrative responsibilities under the Plan (including, but not limited to, the distribution of
Participation Agreements and the monitoring of the various recordkeeping services related to Accounts under the Plan) to, among other entities, the Corporate Compensation unit of the Company’s Human Resources function (“Corporate
Compensation”). To the degree the delegation of such responsibilities is specifically referenced under the terms of the Plan, the Committee shall be deemed to have so elected to delegate such responsibilities to Corporate Compensation.

  

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	7.2	General Powers of Administration 

 Subject to
oversight by the Compensation Committee of the Board, the Committee shall have the exclusive right, power, and authority, in its sole, full and absolute discretion, to interpret any and all of the provisions of the Plan, to supervise the
administration and operation of the Plan, and to consider and decide conclusively any questions (whether of fact or otherwise) arising in connection with the administration of the Plan or any claim for benefits arising under the Plan. Any decision
or action of the Committee shall be conclusive and binding on all parties, including the Participants. 
 ARTICLE VIII—AMENDMENT AND
TERMINATION OF PLAN 
  

	8.1	Amendment of the Plan 

 (a) General. The
Committee shall have the authority to adopt minor amendments to the Plan without prior approval by the Compensation Committee of the Board that: 
  

	 	(i)	are necessary or advisable for purposes of complying with applicable laws and regulations; 

  

	 	(ii)	relate to administrative practices under the Plan; 

  

	 	(iii)	relate to the selection or deletion of additional notional investment options for Participants in their accounts; or 

  

	 	(iv)	have an insubstantial financial effect on the Plan. 

 The
Compensation Committee of the Board shall have the authority to adopt any other amendments to the Plan not encompassed under the terms of the preceding sentence. Any such amendments must be made by written instrument, and notice of such amendments
shall be provided as soon as practicable to Participants after their adoption. 
 (b) Amendments Related to Certain Corporate
Transactions. Without limiting the provisions of Section 8.1(a) above, in the event of a corporate transaction or transactions involving the sale, spin-off or other disposition of assets or equity interests in the Employer or any
Participating Subsidiary to an unaffiliated entity (“Third Party Acquirer”) and which, as a result of such transaction or transactions, it is anticipated that Participants may be transferred to, or be employed by, the Third Party Acquirer
or other entities which, as a result of such transaction, are no longer affiliated with the Employer (the “Transferred Participants”), the Company may amend the Plan to provide for the transfer of Account liabilities rather than the
distribution of Account balances to such affected Participants in accordance with the terms of Section 4.1(c) and 4.7, as follows: 
  

	 	(i)	Both the Employer (or, if relevant, the Participating Subsidiary) and the Third Party Acquirer must agree to the transfer of Account liabilities with respect to all of the
Transferred Participants transferred to, or employed by, the Third Party Acquirer or its affiliates; and 

  

	 	(ii)	The Third Party Acquirer must agree to establish a new plan (or modify an existing deferred compensation plan) (the “Transferee Plan”), on or prior to the corporate
transaction and the transfer of Account liabilities pertaining to the Transferred Participants that, in a form satisfactory to the Employer, provides, among other things, for: 

  

	 	(A)	the assumption by the Transferee Plan of all applicable terms (other than notional investment options) of such Transferred Participant’s Participation Agreements with respect
to any amounts deferred or credited under the Plan on or prior to the effective date of such Account transfer; 

  

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	 	(B)	the provision of at least equivalent notional investment options to those offered under the Plan to Participants as of the proposed date of Account liability transfer; and


  

	 	(C)	the assumption of (and indemnification by) the Third Party Acquirer of the Company, Employer and all Participating Subsidiaries (including their agents, employees, officers and
other representatives) of any and all liabilities relating to such Transferred Participants’ Account liability transferred from the Plan to the Transferee Plan (including, but not limited to, assumption of the Employer’s responsibility
under Section 8.3 of the Plan through the adoption of identical language in the Transferee’s Plan effective as of the transfer of such Account liabilities). 

  

	8.2	Termination of the Plan 

 The Company reserves the
right to terminate the Plan in any respect and at any time and may do so pursuant to a written resolution of the Compensation Committee of the Board. Notwithstanding the foregoing, no termination of the Plan shall accelerate or otherwise change the
time at which, or the form in which, amounts are distributable hereunder, unless such acceleration or other change can be effected in connection with such termination without causing all or any portion of such amounts to be subject to the additional
rate of tax imposed under Section 409A of the Code. 
  

	8.3	Limitations on Amendment or Termination of the Plan 

 Notwithstanding anything else to the contrary set forth in the Plan, any amendment or termination of the Plan may not adversely affect the rights of any Participant or Beneficiary to receive the amount of benefits earned and accrued under
the Plan prior to such amendment or termination; provided, however, that 
 (a) any amendment satisfying the terms of
Section 8.1(b); 
 (b) any alteration of the notional investment options under the Plan as set forth under Section 8.1(a),

 (c) any acceleration of payments of amounts accrued under the Plan by operation of the Plan’s terms; or 
 (d) any decision by the Committee or the Compensation Committee to limit participation (or other features of the Plan) prospectively under the Plan

 shall not be deemed to violate this provision. 
  

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 ARTICLE IX—MISCELLANEOUS 
  

	9.1	Unfunded Plan/ Participant’s Rights Unsecured and Unfunded 

 This Plan is an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of management or highly-compensated employees within the meaning of Sections 201,301 and 401 of ERISA,
and therefore is exempt from the provisions of Parts 2,3 and 4 of Title I of ERISA. Accordingly, no assets of the Company shall be segregated or earmarked to represent the liability for accrued benefits under the Plan. Amounts referenced in
Participant Account statements are only recordkeeping devices reflecting such liability for accrued benefits, and do not reflect any actual amounts credited. The right of a Participant (or his or her Beneficiary) to receive a payment hereunder shall
be an unsecured claim against the general assets of the Company. All payments under the Plan shall be made from the general funds of the Company. The Company is not required to set aside money or any other property to fund its obligations under the
Plan, and all amounts that may be set aside by the Company prior to the distribution of Account balances under the terms of the Plan remain the property of the Company. 
 Notwithstanding the foregoing, nothing in this Section 9.1 shall preclude the Company, in its sole discretion, after the Effective Date, from establishing a “rabbi trust” or other vehicle in connection
with the operation of this Plan, provided that no such action shall cause the Plan to fail to be an unfunded plan designed to provide deferred compensation benefits for a select group of management or highly-compensated employees for purposes within
the meaning of Title I of ERISA. 
  

	9.2	Plan Is Not a Contract of Employment 

 This Plan
shall not constitute a contract of employment between the Employer and/or any Participating Subsidiary and the Participant. Nothing in this Plan shall give a Participant the right to be retained in the service of the Employer or to interfere with
the right of the Employer to discipline or discharge a Participant at any time. 
  

	9.3	Notice 

 Any notice required or permitted under the
Plan shall be sufficient if in writing and hand delivered, sent by first class, registered or certified mail, or by such other means as the Committee, in its sole discretion, may deem appropriate. Such notice shall be deemed as given as of the date
of delivery or, if delivery is made by mail, as of the date shown on the postmark or on the receipt for registration or certification. Mailed notice to the Committee shall be directed to the Company’s address, c/o Corporate Compensation. Mailed
notice to a Participant or Beneficiary shall be directed to the individual’s last known home or office address in Employer’s records. 
  

	9.4	No Guarantee of Benefits 

 Nothing contained in the
Plan shall constitute a guaranty by the Employer or any other person or entity that the assets of the Company will be sufficient to pay any benefit hereunder. 
  

	9.5	Non-Alienation Provision 

 No interest of any person
or entity in, or right to receive a benefit or distribution under, the Plan shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or right
to receive a distribution be taken, either voluntarily or involuntarily for the satisfaction of the debts of, or other obligations or claims against, such person or entity, including claims for alimony, support, separate maintenance and claims in
bankruptcy proceedings. 
  

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	9.6	Applicable Law 

 The Plan shall be construed and
administered under the laws of the State of New Jersey, except to the extent that such laws are preempted by ERISA. 
  

	9.7	Taxes 

 To the extent required by law, amounts
accrued under the Plan shall be subject to federal and state income, federal social security and federal or state unemployment taxes during the year the services giving rise to such amounts were performed (or, if later, when the amounts are both
determinable and not subject to a substantial risk of forfeiture). The Company, the Employer or the Participating Subsidiary (as applicable) shall withhold from any payments made pursuant to the Plan such amounts as may be required by federal, state
or local law, and the Company, the Employer or the Participating Subsidiary (as applicable) further reserves the right: (a) to limit or reduce the amounts intended to be deferred under the terms of the Plan as may be necessary or appropriate in
order to ensure that any required tax withholdings can be deducted; and/or (b) to require the Participant to pay any taxes owed on such amounts through payroll deduction. 
  

	9.8	Excess Payments 

 If the compensation, years of
service, age, or any other relevant fact relating to any person is found to have been misstated, the Plan benefit payable by the Company to a Participant or Beneficiary shall be the Plan benefit which would have been provided on the basis of the
correct information. Any excess payments due to such misstatement, or due to any other mistake of fact or law, shall be refunded to the Company or withheld by it from any further amounts otherwise payable under the Plan. 
  

	9.9	No Impact on Other Benefits 

 Amounts deferred and
accrued under the Plan shall not be included in a Participant’s compensation for purposes calculating benefits under any other plan, program or arrangement sponsored by the Employer or Participating Subsidiary, unless such plan, program or
arrangement so provides. 
  

	9.10	Data 

 Each Participant or Beneficiary shall furnish
the Committee with all proofs of dates of birth and death and proofs of continued existence necessary for the administration of the Plan, and the Company shall not be liable for the fulfillment of any Plan benefits in any way dependent upon such
information unless and until the same shall have been received by the Committee in a form satisfactory to it. 
  

	9.11	Incapacity of Recipient 

 If a Participant or other
Beneficiary entitled to a distribution under the Plan is living under guardianship or conservatorship, distributions payable under the terms of the Plan to such Participant or Beneficiary shall be paid to his or her appointed guardian or conservator
and such payment shall be a complete discharge of any liability of the Company, the Employer and the Participating Subsidiary (as the case may be) under the Plan. 
  

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	9.12	Usage of Terms and Headings 

 Words in the masculine
gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context. Any headings are included for ease of reference only, and are not to be construed to alter the terms of the Plan.

  

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 Exhibit A — Certain Employee Transfers 
 Transfer of Employees from the Company to Jennison Associates During Plan Year 2000 
 With respect to any Employee that (a) was transferred from the Company to Jennison Associates (a subsidiary of the Company that is not a
Participating Subsidiary) in Plan Year 2000 pursuant to the transfer of the Company’s public equity management unit to Jennison Associates and (b) that would otherwise have been treated as an “Eligible Employee” as defined under
the Plan but for such transfer, such Employees shall continue to be eligible to submit a Participation Agreement to defer Eligible Compensation (as generally defined in Section 3.2(a) of the Plan) that would otherwise be payable to such
Employees in Plan Year 2001 pursuant to the terms of the Plan. Once such deferrals are made, such affected Employees will be treated as Employees who have transferred employment from the Company to a subsidiary or affiliate of the Company that is
not a Participating Subsidiary, and the general provisions of the Plan will continue to be in full force and effect. 
  

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