EX-10.2



 Exhibit 10.2 
  





 







 IMPORTANT NOTICE 

This document is intended to help you understand the main features of the 2017 Long-Term Incentive Program (the Program) under the Prudential
Financial, Inc. 2016 Omnibus Incentive Plan (the Plan). Unless otherwise indicated, you should refer to this document only for grants made in 2017, because terms may change from year to year. 

This document is not a substitute for the official Plan documents, which govern the operation of the Plan. All terms and conditions of the Program and the
Plan, including your eligibility and any benefits, will be determined pursuant to, and are governed by, the provisions of the Plan documents. If there is any discrepancy between the information in this document or in any other materials relating to
the Plan and the Plan documents, or if there is a conflict between information discussed by anyone acting on behalf of Prudential and the Plan documents, the Plan documents, as interpreted by the Compensation Committee as the Plan administrator in
its sole discretion, will always govern. 
 Prudential may, in its sole discretion, modify, amend, suspend, or terminate the Program, the Plan, or any and
all of the policies, programs and plans described in this document in whole or in part, at any time, without notice to or the consent of any Participant to the extent permissible under Applicable Laws. 

Nothing contained in this document, or in any other materials related to the Program or the Plan, is intended to constitute or create a contract of employment
nor shall it constitute or create the right to remain associated with or in the employ of Prudential for any particular period of time. For U.S. Participants only, employment with Prudential is employment-at-will; this means that either you or
Prudential may terminate the employment relationship or association at any time, with or without cause or notice, subject to the Notice Period requirement in Section 6(e) of Part A of this document. 








 2017 Long-Term Incentive Program 

Terms and Conditions 

Contents 
  

							
	PART A: GENERAL TERMS AND CONDITIONS	  	 	1	  
	1.	 	 Purpose
	  	 	1	  
	2.	 	 Eligibility and grants
	  	 	1	  
	3.	 	 Acceptance of an Award
	  	 	1	  
	4.	 	 Taxes
	  	 	1	  
	5.	 	 Value of Awards
	  	 	2	  
	6.	 	Covenant not to solicit; Notice Period requirement; other terms and restrictions	  	 	2	  
	7.	 	 Compliance with Applicable Laws
	  	 	5	  
	8.	 	 Investment representation
	  	 	5	  
	9.	 	 Governing law
	  	 	6	  
	10.	 	 Electronic delivery and acceptance
	  	 	6	  
	11.	 	 No rights as a shareholder
	  	 	6	  
	12.	 	 Applicable Laws and Section 409A
	  	 	6	  
	13.	 	 Other terms
	  	 	6	  
		
	 PART B: TERMS AND CONDITIONS APPLICABLE TO RESTRICTED STOCK UNITS UNDER THE LONG-TERM
INCENTIVE PROGRAM
	  	 	7	  
	1.	 	 Restricted Period
	  	 	7	  
	2.	 	 Settlement of Restricted Stock Units
	  	 	7	  
	3.	 	Vesting or forfeiture of Restricted Stock Units following termination of Employment in specific circumstances	  	 	7	  
	4.	 	 Section 409A
	  	 	7	  
	5.	 	 Dividend Equivalents
	  	 	7	  
		
	 PART C: TERMS AND CONDITIONS APPLICABLE TO OPTIONS UNDER THE LONG-TERM INCENTIVE
PROGRAM
	  	 	9	  
	1.	 	 Vesting and exercise
	  	 	9	  
	2.	 	 Exercise of Options
	  	 	9	  
	3.	 	 Option term
	  	 	9	  
	4.	 	Exercise or forfeiture of Options following termination of Employment in specific circumstances	  	 	9	  

 

 



 

 










							
		
	 PART D: TERMS AND CONDITIONS APPLICABLE TO PERFORMANCE SHARES AND PERFORMANCE UNITS UNDER
THE LONG-TERM PERFORMANCE PROGRAM, A SUB-PROGRAM OF THE LONG-TERM INCENTIVE PROGRAM
	  	 	11	  
	1.	 	 Performance Cycle
	  	 	11	  
	2.	 	 Settlement of Performance Shares and Performance Units
	  	 	11	  
	3.	 	 Performance Goals
	  	 	11	  
	4.	 	Vesting or forfeiture of Performance Shares and Performance Units following termination of Employment in specific circumstances	  	 	12	  
	5.	 	 Section 409A
	  	 	12	  
	6.	 	 Dividend Equivalents
	  	 	13	  
		
	 PART E: TERMS AND CONDITIONS APPLICABLE TO BOOK VALUE UNITS UNDER THE BOOK VALUE
PERFORMANCE PROGRAM, A SUB-PROGRAM OF THE LONG-TERM INCENTIVE PROGRAM
	  	 	14	  
	1.	 	 Book Value Units
	  	 	14	  
	2.	 	 Vesting Period
	  	 	14	  
	3.	 	 Settlement of Book Value Units
	  	 	14	  
	4.	 	Vesting or forfeiture of Book Value Units following termination of Employment in specific circumstances	  	 	14	  
	5.	 	 Forfeiture
	  	 	14	  
	6.	 	 Section 409A
	  	 	14	  
	7.	 	 No Dividend Equivalents
	  	 	14	  

 Schedules 
  

							
	1.	 	 Definitions
	  	 	16	  
	2.	 	 Country specific variations
	  	 	19	  
	3.	 	 Notice Periods
	  	 	22	  
	4.	 	 Form for declining an Award
	  	 	23	  

 

 



 

 








 
 Prudential Financial, Inc. 2017 Long-Term Incentive Program 

This document contains the principal terms and conditions applicable to Awards granted in 2017 to employees under the Prudential Financial, Inc. 2016 Omnibus
Incentive Plan (the Plan). Specific provisions applicable to any employees selected to participate in any particular country are set out in Schedule 2. 
 PART A: GENERAL TERMS AND CONDITIONS 
  

	1.	Purpose 

 Prudential’s 2017 Long-Term Incentive Program (the Program) is made available to
employees subject to the terms of the Plan and is designed to strengthen the links between leadership, motivation and consistent performance. Employees selected to participate in the Program may be granted Awards of Restricted Stock Units, Options,
Performance Shares, Performance Units, or Book Value Units or a combination thereof, and will be advised of the Awards made to them in their own personalized compensation statement or a communication from their manager. 

The grant of Awards under the Program is subject to the terms and conditions contained in the Plan document. This document describes the principal terms
and conditions of Awards granted to employees under the Plan (the Terms). Schedule 1 contains the definitions used in these Terms. If there is any discrepancy between these Terms and the Plan document, or if there is a discrepancy between any
information given by anyone acting on behalf of any member of the Company Group and the Plan document, the Plan document, as interpreted by the Compensation Committee, in its sole discretion will always govern. 

 

	2.	Eligibility and grants 

 Grants of Awards under the Plan are at the sole discretion of Prudential. 

A grant of an Award under the Plan on one occasion does not give an employee the right to any further grant at any time in the future.




	3.	Acceptance of an Award 

 An employee granted an Award may accept the Award in any manner specified by the
Compensation Committee (or the Company Group) and may be deemed to have accepted an Award if the employee has not declined the grant of that Award (in whole or in part) within any period of time specified by the Compensation Committee (or the
Company Group) and notified to the employee. 
 By accepting an Award, a Participant will be responsible for complying with any Applicable Laws relating to:

  

	(i)	the transfer of funds on the exercise of an Option (if the Cash Exercise method is used); 

  

	(ii)	the acquisition, holding and sale of shares of Common Stock acquired under the Plan; and 

  

	(iii)	the opening and maintaining of a U.S. brokerage account. 

 The Applicable Laws may change and Participants
should seek their own professional legal, financial and taxation advice in relation to their participation in the Plan. 
  

	4.	Taxes 

 Prudential or any member of the Company Group, as appropriate, has the right to deduct, report
and account for any taxes or other obligations required to be withheld by law in connection with an Award. Prudential (or, as appropriate, any other member of the Company Group) may require a Participant to pay to Prudential (or, if appropriate, any
other member of the Company Group) the amount necessary to satisfy any such taxes or other obligations and may defer delivery of shares of Common Stock under the Plan to a Participant until such withholding is satisfied. On the exercise or the
Vesting of an Award (as applicable), Prudential, or, if appropriate, any other member of the Company Group, will have the right to withhold, either through payroll, through the withholding of sufficient shares of Common Stock or otherwise, in order
to satisfy any applicable withholding requirements on the exercise or the Vesting of an Award (as applicable). Participants are responsible for ensuring that their own tax affairs in connection with the Plan are in order.


 


  

			
	Terms and Conditions of the 2017 Long-Term Incentive Program for Senior Executives	 	1









 

	5.	Value of Awards 

 Prudential makes no representation as to the future value of any Award under the Plan
or whether any profit will be realized with respect to any Award. Past performance is not a reliable guide to future performance. Investments may fall as well as rise in value. By accepting the grant of an Award, a Participant agrees that Prudential
and the other members of the Company Group are not responsible for foreign exchange fluctuations between the Participant’s local currency and the U.S. dollar and are not liable for any decrease in the value of shares of Common Stock. Changes in
exchange rates may have an adverse effect on the value, price or income of the securities. 
  

	6.	Covenant not to solicit; Notice Period requirement; other terms and restrictions 

  

	(a)	Restrictions during Employment: By accepting the grant of an Award, a Participant agrees that during Employment, the Participant will not, other than on behalf of the Company Group or as may otherwise be required
in connection with the performance of the Participant’s duties on behalf of the Company Group, solicit or induce, either directly or indirectly, or take any action to assist any entity, either directly or indirectly, in soliciting or inducing
any employee of the Company Group (other than the Participant’s administrative assistant) to leave Employment (Induce Departures). 

  

	(b)	Post-Employment restrictive covenants, acknowledgements and representations: By accepting the grant of an Award, a Participant agrees that following the termination of the Participant’s Employment:


  

	 	(i)	Until the original latest Vesting date of the Award or, if ending later, for a period of one year after the termination of the Participant’s Employment for any reason, the Participant will not Induce Departures or
hire or employ, or assist in the hire or employment, either directly or indirectly, of any employee of the Company Group (other than the Participant’s administrative assistant) or any former employee of the Company Group within 60 days of that
former employee’s cessation of Employment with the Company Group; 

  

	 	(ii)	If the Participant voluntarily resigns in circumstances qualifying for Approved Retirement, the Participant will not






	 	
compete with the Company Group in any business in which the Company Group is engaged on the last date of the Participant’s Employment that operates in any geographic area in which the
Company Group operates as of the Participant’s last date of Employment, for a period of one year following the Participant’s termination of Employment or until the original latest Vesting date of the Award, whichever is the shorter period;
and 

  

	 	(iii)	The Participant could earn a living while fully complying with all of the provisions, restrictions and covenants contained in these Terms. The Participant acknowledges that Prudential provides a wide range of insurance,
investment management and other financial products and services to customers throughout the world and that the restrictions contained in these Terms are reasonable and necessary to protect Prudential’s legitimate interests in its confidential
information, trade secrets, customer relationships, and investment in the training and development of its employees. 

  

	(c)	 Restrictions separable and divisible: By accepting the grant of an Award, a Participant acknowledges and
accepts the restrictions, covenants and requirements imposed by Sections 6(a), (b), (e) and (f) of this Part A and that each restriction, covenant or requirement will be construed as separate and divisible from every other restriction,
covenant or requirement. If any provision contained in the Plan or these Terms is for any reason held invalid, illegal or unenforceable in any respect, that invalidity, illegality or unenforceability will not affect any other provision of the Plan
or these Terms, and the Plan or these Terms will be construed as if the invalid, illegal or unenforceable provision had not been included in these Terms. It is the intention of the parties that if any of the restrictions, requirements or covenants
contained in these Terms is held to cover a geographic area or to be for a length of time which is not permitted by Applicable Laws, or in any way construed to be too broad or to any extent invalid, that provision will not be null, void and of no
effect, but to the extent the provision would be valid 



 


  

			
	Terms and Conditions of the 2017 Long-Term Incentive Program for Senior Executives	 	2











	 	
or enforceable under Applicable Laws, a court of competent jurisdiction will construe and interpret or reform the Terms to provide for a restriction, requirement or covenant having the maximum
enforceable geographic area, time period and other provisions (not greater than those contained in these Terms) as will be valid and enforceable under Applicable Laws. Except as otherwise provided in Section 6(e) below, Prudential may waive any
restriction or any breach in circumstances that it determines do not adversely affect its interests, but only in writing signed by its Senior Vice President, Human Resources (or the successor to his or her human resource responsibilities), or his or
her delegate. No waiver of a breach of a restriction, requirement or covenant will be deemed a waiver of any other breach. 

  

	(d)	Remedies: By accepting the grant of an Award, a Participant agrees that the restrictions in Sections 6(a) and (b) of this Part A are fair, reasonable and necessary, and are reasonably required for the
protection of Prudential and any other member of the Company Group. The Participant agrees and acknowledges that the amount of damages that would derive from the breach of any restriction is not readily ascertainable and that the restrictions are a
significant portion of the consideration that the Participant provides to Prudential in consideration of the grant of an Award. Accordingly, if a Participant fails to execute and submit or revokes a Release or breaches any of the restrictive
covenants set out in Sections 6(a) and (b) of this Part A , all of the Participant’s outstanding Awards will be cancelled immediately on the date of that failure, as determined in the sole discretion of the Compensation Committee or its
delegate. If a Participant breaches any of the restrictive covenants set out in Sections 6(a) and (b) of this Part A, then, in addition to any equitable relief available to Prudential as outlined below, the Participant will transfer to
Prudential cash or Common Stock (rounded to the nearest whole share), as applicable, equal in value (using the current Market Value of Common Stock on the date the letter of notification of the breach is dated) to the profit realized by the
Participant under the Plan occurring (I) in the case of any breach while the Participant is an employee of the Company Group, within 12 months before the date of the






	 	
breach or at any time after the date of the breach; or (II) in the case of a breach after the termination of the Participant’s Employment, within six (6) months before the date on which
the Participant’s Employment terminated or at any time after the date of such termination of Employment. The term “profit” referred to in the preceding sentence will be equal to (I) in the case of any Options, the sums
(determined separately for each exercise of any portion of the Options within the applicable period established pursuant to such sentence) of (i) (A) the Market Value of a share of Common Stock on the date of exercise, in the case of a
Cash Exercise, or the price at which shares of Common Stock are sold, in the case of a Same Day Sale, or a combination of such Market Value and sales price, in the case of a Sell to Cover, minus (B) the Grant Price of the Option, times
(ii) the number of shares of Common Stock acquired on exercise of the Options; (II) in the case of any Restricted Stock Unit or Performance Share Award, the sums (determined separately for each grant payable within the applicable period
established pursuant to such sentence) of (i) the Market Value of a share of Common Stock on the date of payment times (ii) the number of shares of Common Stock acquired or acquirable; and (III) in the case of any other Award payable in
cash, the amount of cash paid in respect of such Award. The Participant will pay any amount due (in the form of Common Stock or cash, as applicable) to Prudential within five (5) business days of the date Prudential notifies the Participant
that a breach of the provisions of this Section 6 has occurred. If payment is not made within that period, any subsequent payment will be made with interest at a rate equal to the prime rate as reported in The Wall Street Journal
(Eastern Edition) on the date on which notice of the breach is sent to the Participant by Prudential, plus two (2) percent. Interest payments will be made in cash. A Participant also acknowledges that the damages to Prudential for any breach of
Sections 6(a) or (b) of this Part A would be irreparable. Therefore, in addition to monetary damages and/or reasonable attorney’s fees, Prudential will have the right to seek injunctive and/or other equitable relief in any court of
competent jurisdiction to enforce the restriction. Further, a Participant consents to the issue of a temporary restraining order to maintain the status quo pending the outcome of any proceeding.



 


  

			
	Terms and Conditions of the 2017 Long-Term Incentive Program for Senior Executives	 	3









 

	(e)	Notice Period requirement: The Company Group operates in a highly competitive industry, invests heavily in its relationships with its employees and a broad range of clients and insists that its business
and the insurance products and financial services that it provides to its clients not be disrupted in any manner when a Participant leaves its employ. A Participant acknowledges and agrees that it is reasonable and necessary to protect the Company
Group’s interests and to provide a smooth transition if the Participant chooses to terminate Employment. Accordingly, if a Participant is employed within the Company Group in the grade levels or equivalent positions to such grade levels (e.g.,
Investment Professionals) at any time, as determined by the Company Group and specified in Schedule 3, by accepting the grant of an Award, the Participant agrees to deliver advance written notice of the resignation of his or her Employment to his or
her manager no later than the time period specified in Schedule 3 (the Notice Period). Such written notice shall be in a form satisfactory to the applicable Company Group Managers. 


If a Participant is party to a separate individual agreement or arrangement with a member of the Company Group that provides for a notice
period other than that provided for under Schedule 3, the longest notice period will apply, unless the Company Group Managers determine otherwise. 

Each Participant will continue to be paid the Participant’s current base salary throughout the Notice Period. A Participant may not be
eligible for certain benefits if the Participant is placed on paid leave during the Notice Period. If the Participant provides notice of the Participant’s resignation and the Notice Period applicable to the Participant includes the date on
which Awards may be granted, vested or settled, as applicable, or payments of annual cash bonuses or other incentive compensation may be made, (I) the Participant may be eligible for a grant of a new Award at Prudential’s sole discretion
and (II) the Participant will only receive payment of, or vest in, as applicable, any previously granted Award, annual cash bonus or other incentive




 
compensation if the Participant remains employed by a member of the Company Group on the scheduled payment or vesting date, as applicable, during the Notice Period, unless the Terms expressly
entitle the Participant to more favorable treatment as may be determined by the Company Group Managers. 
  

	 	(i)	A Participant’s Responsibilities During the Notice Period: During the Notice Period, the Participant will remain an employee of the applicable member of the Company Group and will not commence employment
with, or provide services to or for, any employer other than a member of the Company Group, or become self-employed. As an employee within the Company Group, during the Notice Period, a Participant has a continuing duty of loyalty to the Company
Group throughout the Notice Period and will remain bound by the provisions of Prudential’s Corporate Asset Protection Agreement, Confidentiality of Client Information/Privacy Policies, and all other Company Group policies, including, but not
limited to, those setting forth restrictions, covenants and requirements regarding confidential and proprietary information, non-solicitation of employees and customers, and no-hire obligations, as well as any other applicable agreements.


 It is within the Company Group Managers’ sole discretion to determine whether a Participant will perform the
Participant’s duties or otherwise provide services during the Notice Period. At any time during the Notice Period, the Company Group Managers may remove a Participant from any assigned duties, assign other duties to the Participant, require the
Participant to refrain from performing any job duties or from reporting to work, and may prohibit the Participant from directly or indirectly contacting its customers, suppliers or employees until the Participant’s Employment ends. Regardless
of the extent to which the Company Group Managers direct a Participant to perform the Participant’s duties or report to work during the Notice Period, the Participant


 


  

			
	Terms and Conditions of the 2017 Long-Term Incentive Program for Senior Executives	 	4










 
agrees to be available as reasonably necessary and continue to work cooperatively and professionally with the Company Group to ensure an effective transition of the Participant’s
responsibilities. The Company Group Managers may, in their sole discretion, waive all or any part of a Participant’s Notice Period and set an earlier Employment separation date. If the Company Group Managers waive a Participant’s Notice
Period, in its entirety, or set an earlier Employment separation date, (I) the Participant will not receive payment of base salary beyond the separation date and (II) as described above, the Participant will not receive payment of, or vest in,
as applicable, any previously granted Award, annual cash bonus or other incentive compensation if the earlier separation date occurs prior to the scheduled payment or vesting date, as applicable. 

 

	 	(ii)	Consequences of Breach/Remedies: The failure of a Participant to comply with this Section 6(e) and give the requisite notice would constitute a breach of this Section 6(e). As a result, by
accepting the grant of an Award, a Participant agrees that the Company Group shall have the right to cancel all Awards outstanding as of the date of the breach and to enforce the terms and conditions of this Section 6(e) by seeking an
injunction from any court of competent jurisdiction, in addition to pursuing any other remedies that it may have in law or equity. Further, except as otherwise provided in these Terms or any Schedules hereto, a Participant consents to the issuance
of a temporary restraining order to maintain the status quo pending the outcome of any proceeding.  

  

	 	(iii)	Employment-at-Will: Nothing contained in this Section 6(e) is intended to constitute or create a contract of Employment nor shall it constitute or create the right to remain in the employ of the
Company Group for any particular period of time. At all times a Participant remains an employee-at-will, which means that either the Participant or the






	 	
Company Group may terminate the Employment relationship at any time, with or without cause or notice, subject to the Notice Period requirement in this Section 6(e).


  

	(f)	Clawback; Recoupment; Forfeiture: Notwithstanding any other provisions in the Plan, Awards granted under the Plan, including those granted prior to the date hereof, shall be subject to the terms of any clawback,
recoupment or forfeiture policy adopted by Prudential as in effect from time to time, as well as any clawback, recoupment or forfeiture provisions required by law, government regulation, or stock exchange listing requirement and applicable to the
Company Group. 

  

	7.	Compliance with Applicable Laws 

 Awards granted under the Plan and Prudential’s obligation to
deliver shares of Common Stock or make payment of cash, as applicable, under these Terms will be subject in all respects to (a) all Applicable Laws, and (b) any registration, qualification, approvals or other requirements imposed by any
government or regulatory agency or body which the Compensation Committee determines to be necessary or applicable. Shares of Common Stock or cash, as applicable, may not be delivered or paid to a Participant if their receipt would be contrary to any
Applicable Laws or the rules of any applicable stock exchange. 
  

	8.	Investment representation 

 If at the time of delivery of any shares of Common Stock under the Plan, the
Common Stock is not registered under the United States Securities Act of 1933, as amended (the Securities Act), or there is no current prospectus in effect under the Securities Act with respect to the Common Stock, a Participant will, if
requested by the Compensation Committee, execute, before the delivery of any shares of Common Stock, an agreement (in the form the Compensation Committee specifies) in which the Participant represents and warrants that the Participant is acquiring
the shares for the Participant’s own account, for investment only and not with a view to the resale or distribution of the shares, and agrees that any subsequent offer for sale or distribution of any kind of such shares will be made only
pursuant to either (a) a registration statement on an appropriate form under the Securities Act, which registration statement has


 


  

			
	Terms and Conditions of the 2017 Long-Term Incentive Program for Senior Executives	 	5










 
become effective and is current with regard to the shares being offered or sold; or (b) a specific exemption from the registration requirements of the Securities Act, but in claiming that
exemption, the Participant will, before any offer for sale of the shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Compensation Committee, from counsel for or approved by the Compensation Committee, as to
the applicability of the exemption. 
  

	9.	Governing law 

 A Participant acknowledges that Prudential is organized under the laws of the State of
New Jersey and maintains its headquarters in Newark, New Jersey. The Participant further acknowledges that Prudential has an interest in ensuring the uniform interpretation and application of these Terms to all Participants. Accordingly, Prudential
and the Participant agree that the Plan and these Terms will be governed by the laws of the State of New Jersey, without giving effect to its conflict of law provisions. 
  

	10.	 Electronic delivery and acceptance 

 By accepting an Award under the Plan, a Participant agrees, to
the fullest extent permitted by Applicable Laws, in lieu of receiving documents in paper format to accept electronic delivery of any documents that any member of the Company Group may be required to deliver in connection with the Plan. Electronic
delivery of a document may be via e-mail or by reference to a location on a member of the Company Group’s intranet site or a designated third-party vendor’s internet site. 

 

	11.	 No rights as a shareholder 

 A Participant does not have any rights as a shareholder in Prudential
by virtue of the grant of an Award under the Plan, but only with respect to shares of Common Stock, if any, delivered to the Participant in accordance with the Plan and these Terms. 

 

	12.	 Applicable Laws and Section 409A 

 Notwithstanding any provision of the Plan to the contrary,
no acceleration or delay of the time or schedule of any delivery of shares of Common Stock or other payment related to an Award will be permitted to the extent necessary to comply with Section 409A. The Compensation Committee may amend, modify,
adjust or supplement any provision of the Plan without a Participant’s consent if the




 
Compensation Committee determines that the amendment, modification, adjustment or supplementation is required or advisable for an Award or Prudential to comply with, or not violate, any
Applicable Laws, regulation or rule, including, without limitation, Section 409A. 
  

	13.	 Other terms 

 Participation in the Plan does not entitle an employee of the Company Group to any
benefit other than that granted under the Plan. Any benefits granted under the Plan will not be deemed to be compensation under any pension plan or other retirement plan, welfare plan or any compensation plan or program maintained by any member of
the Company Group, and will not be considered as part of compensation for the purposes of calculating pension, profit-sharing, bonuses, service awards, or in the event of severance, redundancy or resignation. 

No Awards may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

 Prudential may modify, amend, suspend or terminate the Plan or any and all of the policies, programs and terms of the Plan in whole or in part, at any
time, without notice to or the consent of Participants. Notwithstanding anything else contained herein to the contrary, any action taken under the Plan or these Terms by the Compensation Committee, Prudential, the Company Group or the Company Group
Managers shall be taken at the sole discretion of the Compensation Committee, Prudential, the Company Group or the Company Group Managers, as applicable. 

If shares of Common Stock are, or are to be, delivered, or if cash is paid, or is to be paid, in a manner not specifically authorized by the Plan (i.e., in
Error), Prudential will be entitled to correct the Error, including reversing the transaction and recouping any shares of Common Stock, cash or gain that might be delivered or paid as a result of the Error. 

The English language version of any documents provided in connection with the Plan will prevail in the case of any ambiguities or divergences as a result of
the translation of the document into any other language. 

 


  

			
	Terms and Conditions of the 2017 Long-Term Incentive Program for Senior Executives	 	6










 Participation in the Plan is not intended to constitute or create a contract of Employment nor does it
constitute or create the right to remain associated with or in the employ of any member of the Company Group. Participation in the Plan does not affect in any way a member of the Company Group’s right to terminate an employee’s Employment
at any time, with or without cause, and does not form part of an employee’s Employment contract, if any. 
 As a term of participation in the Plan, each
Participant will indemnify the Company Group for any loss (including but not limited to any costs, damages, expenses, claims, penalties or demands) suffered by any member of the Company Group, and no member of the Company Group will be liable to
such Participant (or any beneficiaries thereto) for any such loss suffered by the Participant (or any beneficiaries), as a result of any action taken by the Participant or any failure by the Participant to take any action. 

PART B: TERMS AND CONDITIONS APPLICABLE TO RESTRICTED STOCK UNITS UNDER THE LONG-TERM INCENTIVE PROGRAM 

 

	1.	Restricted Period 

 The restricted period (the Restricted Period) with respect to the
Restricted Stock Units will begin on the Grant Date and will end on the RSU Payment Date. 
  

	2.	Settlement of Restricted Stock Units 

 Subject to the terms and conditions of the Plan, a Participant in
active Employment on the RSU Payment Date will receive as soon as administratively practicable after the RSU Payment Date (but not later than the end of the calendar year in which the RSU Payment Date occurs) the number of shares of Common Stock
equal to the number of Restricted Stock Units vested in accordance with these Terms, less any taxes or other deductions required by Applicable Laws. 
  

	3.	Vesting or forfeiture of Restricted Stock Units following termination of Employment in specific circumstances 


A Participant’s outstanding Restricted Stock Units will automatically be forfeited and cancelled on the




 
termination of the Participant’s Employment and no shares of Common Stock will thereafter be issued with respect to the Restricted Stock Units, except in the specific circumstances set out
in the table on page 8. 
  

	4.	Section 409A 

 Notwithstanding any other provisions of the Plan to the contrary, to the extent
necessary to comply with the requirements of Section 409A with respect to any individual who is a “specified employee” within the meaning of Section 409A, on termination of the Participant’s Employment with any member of the
Company Group, delivery of shares of Common Stock may not be made before the date that is six (6) months after the date of such termination of Employment (or, if earlier, the date of the Participant’s death). In addition, to the extent
necessary to comply with the requirements of Section 409A, if an Award of Restricted Stock Units is treated as deferred compensation subject to Section 409A, no distribution will be made (although vesting will accelerate to the extent
otherwise provided above) in respect of such Award upon the occurrence of a Change of Control unless such event qualifies as a change in the ownership of a corporation, change in the effective control of a corporation or a change in the ownership of
a substantial portion of the assets of a corporation within the meaning of Section 409A. 
  

	5.	Dividend Equivalents 

 A Participant granted Restricted Stock Units will be eligible to receive Dividend
Equivalents on the Restricted Stock Units based on any regular cash dividends declared on shares of Common Stock from the Grant Date until the RSU Payment Date (or until the date of settlement or forfeiture, if sooner). Any Dividend Equivalents will
be paid in cash as soon as administratively practicable (but not more than 74 days) after the related cash dividends are paid to Common Stock holders, unless determined otherwise by the Compensation Committee. Any Dividend Equivalents payable under
the Plan will be treated as separate payments from the underlying Restricted Stock Units for purposes of Section 409A. There will be no reinvestment option or earned interest credits on any Dividend Equivalents.


 


  

			
	Terms and Conditions of the 2017 Long-Term Incentive Program for Senior Executives	 	7










			
	  

Restricted Stock Units

 

	  

Type of Termination 
of Employment

 
	  	Vesting Status(1)
	 	 
	 Voluntary
Resignation
  
	  	All outstanding Restricted Stock Units are immediately forfeited.
	 	 
	Approved Retirement	  	 If the Participant executes and submits a Release by
the date specified by Prudential (and does not later revoke the Release), the Participant will receive shares of Common Stock equal to the number of outstanding Restricted Stock Units as soon as administratively practicable after the RSU Payment
Date (but in all events not later than the end of the calendar year in which the RSU Payment Date occurs). If the Participant does not execute a Release, all Restricted Stock Units will be forfeited on the last date of Employment.

 
 This does not apply to Participants in the European Union who should refer to Schedule 2 for more
information.
  

	 	 
	Termination for Cause	  	 All outstanding Restricted Stock Units are immediately
forfeited.
  
 The Compensation Committee may require the Participant to repay any payment, profit,
gain or other benefit (including, but not limited to, any dividends or Dividend Equivalents) in respect of the Restricted Stock Units or any prior restricted stock units or Awards received within a period of 12 months before the Participant’s
termination of Employment for Cause. If a Participant’s Employment is terminated by any member of the Company Group for Cause, the provisions in these Terms relating to termination for Cause will apply notwithstanding any assertion (by the
Participant or otherwise) that the Participant’s Employment was terminated for any other reason.
  

	 	 
	Death (while an active employee)	  	 All outstanding Restricted Stock Units become fully
vested and the Participant’s estate will receive shares of Common Stock as soon as administratively practicable (but not later than 74 days) thereafter.
  

	 	 
	Disability (if not eligible for Approved Retirement)	  	 All outstanding Restricted Stock Units become fully
vested and the Participant will receive shares of Common Stock as soon as administratively practicable (but not later than 74 days) thereafter.
  

	 	 
	Involuntary Termination for any other reason (if not eligible for Approved Retirement)	  	 If a Participant executes and submits a Release by the
date specified by Prudential (and does not later revoke the Release), a pro-rated(2) number of Restricted Stock Units will vest and the Participant will receive shares of Common Stock as soon as
administratively practicable thereafter (but not later than 74 days after the date of the termination of Employment). The remainder of the Restricted Stock Units will be forfeited. If the Participant does not execute a Release, all Restricted Stock
Units will be forfeited on the last date of Employment.
  

	 	 
	Change of Control	  	 All Restricted Stock Units will become vested and the
Participant will normally receive shares of Common Stock; unless the entity that acquires control honors, assumes, or substitutes new rights for the Restricted Stock Units with substantially equivalent or better rights, terms, conditions and values
as determined by the Compensation Committee. Alternatively, the Compensation Committee may, at its sole discretion, provide for payment in cash based on the Change of Control price.

 


  

	 	(1)	The treatment of a Participant’s Award as set forth in this table may be subject to certain restrictions set forth in Part A of these Terms, including the Notice Period requirement under which a Participant is
required to provide advance written notice of the Participant’s termination of Employment. 

  

	 	(2)	Pro-ration is based on the number of months of active service since the Grant Date divided by 36. 


  

			
	Terms and Conditions of the 2017 Long-Term Incentive Program for Senior Executives	 	8









 
 PART C: TERMS AND CONDITIONS APPLICABLE TO OPTIONS UNDER THE LONG-TERM INCENTIVE PROGRAM

  

	1.	Vesting and exercise 

 Options will normally vest and become exercisable in equal annual installments on
each of the first three anniversaries of the Grant Date provided the Participant remains in Employment for the applicable period. 
  

	2.	Exercise of Options 

 An Option may be exercised by the Participant: 

 

	(i)	paying in cash the Grant Price and any applicable taxes and fees (Cash Exercise); or 

  

	(ii)	directing the immediate sale of all the shares of Common Stock acquired on exercise and receiving the cash proceeds, after deduction of the Grant Price and applicable taxes and fees (Same Day Sale); or


  

	(iii)	directing the immediate sale of sufficient shares of Common Stock acquired on exercise necessary to pay the Grant Price and any applicable taxes and fees and receive the remaining shares of Common Stock (Sell to
Cover). 



 One or more of the exercise methods may not be available (or may be unavailable during a specified period) if
Prudential determines that its availability will or could violate the terms of any Applicable Laws. An Option cannot be exercised when the Market Value of a share of Common Stock does not exceed the Grant Price. Please refer to Schedule 2 for
country specific restrictions regarding the exercise of Options. 
  

	3.	Option term 

 Once an Option vests, it may be exercised until its Expiration Date unless the
Participant’s Employment ends before the Expiration Date or a Change of Control occurs. 
  

	4.	Exercise or forfeiture of Options following termination of Employment in specific circumstances 

 A
Participant’s Options, whether vested or unvested, will automatically be forfeited and cancelled on the termination of the Participant’s Employment, and no shares of Common Stock may thereafter be purchased under the Options, except in the
specified circumstances set out in the table below: 

 

  

					
	  

Options(1)

 

	  
 Type of
 Termination of

Employment
  
	 	  

Vesting Status on Last Date of
Employment

 
	 	  

Exercise Period(2)

 

	 	 	 
	Voluntary Resignation	 	 Unvested Options will immediately be forfeited as of the last date of
Employment. Vested but unexercised Options may be exercised after the last date of Employment, conditional on the Participant executing and submitting a Release by the date specified by Prudential (and not later revoking the Release). If the
Participant does not execute a Release, all Options will be forfeited as of the last date of the Participant’s Employment.
  
	 	Vested Options may be exercised until the earlier of 90 days after the last date of Employment or the Expiration Date, conditional on
the Participant executing and submitting a Release by the date specified by Prudential (and not later revoking the Release).
	 	 	 
	Approved Retirement	 	 The Options will continue to vest according to the original vesting
schedule, conditioned on the Participant executing and submitting a Release by the date specified by Prudential (and not later revoking the Release). If a Participant does not execute a Release, all Options will be forfeited on the last date of the
Participant’s Employment.
  
 This does not apply to Participants in the European Union who
should refer to Schedule 2 for more information.
  
	 	Vested Options may be exercised until the earlier of: (i) the Expiration Date; or (ii) the date five (5) years after the last date of
the Participant’s Employment, conditional on the Participant executing and submitting a Release by the date specified by Prudential (and not later revoking the Release).


  

			
	Terms and Conditions of the 2017 Long-Term Incentive Program for Senior Executives	 	9










					
	  

Options(1)

 

	  
 Type of
 Termination of

Employment
  
	 	  

Vesting Status on Last Date of
Employment

 
	  	  

Exercise Period(2)

 

	 	 	 
	Termination for Cause	 	 All Options, whether vested or unvested, will immediately be forfeited on
the last date of the Participant’s Employment. The Compensation Committee may require the Participant to repay any payment, profit, gain or other benefit (including, but not limited to any dividends or Dividend Equivalents) received in respect
of the exercise of any Options for a period of up to 12 months before the Participant’s termination of Employment for Cause. If a Participant’s Employment is terminated by any member of the Company Group for Cause, the provisions contained
in these Terms relating to termination for Cause will apply notwithstanding any assertion (by the Participant or otherwise) that the Participant’s Employment terminated for any other reason.

 
	  	A Participant may not exercise any Options after the last date of Employment, even if the Options were vested. All outstanding Options
are forfeited.
	 	 	 
	Death (while an active employee)	 	Options become fully vested and immediately exercisable.	  	 The Participant’s estate may exercise the Options
until the third anniversary of the date of death (or any earlier date the Compensation Committee determines) or, if the Expiration Date is earlier than that, the later of:
  

• the Expiration Date, or
 • the first anniversary of the date of death.

 

	 	 	 
	Disability (if not eligible for Approved Retirement)	 	Options become fully vested and immediately exercisable.	  	 Options may be exercised until the earlier of the
Expiration Date or three (3) years (or any shorter period the Compensation Committee determines) after the Participant’s last date of Employment.
  

	 	 	 
	Involuntary Termination for any other reason (if not eligible for Approved Retirement)	 	 Options that are vested and unexercised at the date of termination of the
Participant’s Employment will remain exercisable if the Participant executes and submits a Release by the date specified by Prudential (and does not later revoke the Release). Unvested Options are immediately forfeited. If a Release is not
executed, all Options will be forfeited as of the last date of the Participant’s Employment.
  
	  	Vested Options may be exercised until the earlier of the Expiration Date or 90 days after the Participant’s last date of
Employment, conditional on the Participant executing and submitting a Release by the date specified by Prudential (and not later revoking the Release).
	 	 	 
	Change of Control	 	 Options will become fully vested and immediately exercisable on the date
of the Change of Control; unless the entity that acquires control honors, assumes, or substitutes new rights for the Options with substantially equivalent or better rights, terms, conditions and value. Alternatively, the Compensation Committee may,
at its sole discretion, cancel the Options and in exchange provide for payment in cash based on the Change of Control price.
  
	  	If the entity that acquires control honors, assumes, or substitutes new rights for the Options, the Options (or any substituted
alternative award) may be exercised on terms at least as favorable as the Options. If the entity that acquires control does not honor, assume, or substitute new rights for the Options, the Compensation Committee may cancel the Options in exchange
for payment in cash.

 (1)       The treatment of a Participant’s Award as set forth in this table may be
subject to certain restrictions set forth in Part A of these Terms, including the Notice Period requirement under which a Participant is required to provide advance written notice of the Participant’s termination of Employment. 

(2)       The period stated may not extend beyond the Expiration Date other than in the case of death as applicable. Options
can be exercised on the forfeiture date or the Expiration Date, as applicable, but only during hours that the New York Stock Exchange (NYSE) is open for trading. If an Option terminates or expires on a day that the NYSE is closed, it can be
exercised only during the market hours on or before the last day of NYSE trading before the Option’s forfeiture date or Expiration Date, as applicable. It is the responsibility of the Participant to exercise his or her outstanding and vested
Options on or prior to the Option’s forfeiture date or Expiration Date, as applicable. 

  

			
	Terms and Conditions of the 2017 Long-Term Incentive Program for Senior Executives	 	10










 PART D: TERMS AND CONDITIONS APPLICABLE TO PERFORMANCE SHARES AND PERFORMANCE UNITS UNDER THE
LONG-TERM PERFORMANCE PROGRAM, A SUB-PROGRAM OF THE LONG-TERM INCENTIVE PROGRAM 
  

	1.	Performance Cycle 

 The performance period with respect to Performance Shares and Performance Units will
begin on January 1, 2017 and will end on December 31, 2019 (the Performance Cycle). 
  

	2.	Settlement of Performance Shares and Performance Units 

 Subject to the terms and conditions of the Plan
and following approval by the Compensation Committee, any (i) shares of Common Stock to which a Participant is entitled in respect of Performance Shares; and (ii) amount of cash to which a Participant is entitled in respect of Performance
Units will be delivered or paid to such Participant as soon as administratively practicable after the PS/PU Payment Date (but not later than the end of the calendar year in which the PS Payment Date occurs), less any taxes or other deductions
required by Applicable Laws. 
  

	3.	Performance Goals 

 A Participant’s Performance Shares and Performance Units are conditioned
on achievement of goals relating to absolute ROE (Absolute ROE) and ROE as compared to our peer companies (Relative ROE), each with a 50% weighting and as specified by the Compensation Committee with respect to the Performance
Cycle. 
 ROE is defined, with respect to Prudential and its peer companies, as “operating return on average equity.” With respect to
Prudential’s Absolute ROE performance, ROE is based on adjusted operating income as is publicly disclosed in Prudential’s Quarterly Financial Supplement (QFS). Absolute ROE for each Performance Cycle is defined as the average of the
quarterly ROE figures for such Performance Cycle published in the QFS. Relative ROE, with respect to Prudential and its peer companies, is defined as the average annual ROE figure derived from the QFS or other public disclosures of a peer company
for each of the three years of the Performance Cycle, as applicable. ROE for




 
Prudential and each peer company may be adjusted and/or normalized to exclude the non-economic effects of foreign currency exchange remeasurements of non-yen liabilities and assets and
for certain other items as determined by Prudential. 
 The number of shares of Common Stock and the amount of cash that a Participant may
become eligible to receive will be equal to the applicable target number of Performance Shares and/or Performance Units awarded, adjusted by the applicable Total ROE Earned Payout Factor (which is determined based on the achievement of the Absolute
ROE and Relative ROE goals over the Performance Cycle). Any resulting number of shares of Common Stock shall be rounded to the nearest whole number. The aggregate number of shares of Common Stock and the amount of cash payable to the Participant
will be the “Final Payout Amount,” which will be made on the PS/PU Payment Date (shortly following the end of the Performance Cycle) subject to the terms, conditions and restrictions set out in these Terms and in the Plan, including
the requirement that the Participant remain actively employed with the Company Group as of the PS/PU Payment Date.  
 The Final Payout Amount will be
based on the product of (a) the target number of Performance Shares and/or Performance Units awarded, multiplied by (b) the Total ROE Earned Payout Factor. The Compensation Committee will determine, in its sole discretion, the Final Payout
Amount. 
 The Absolute ROE performance will be based on the average of actual ROE for each quarter in 2017, 2018 and 2019. The Absolute ROE goals and the
respective ROE Earned Payout Factors are as follows: 
  

			
	  

Absolute ROE

 

	  
 Achieved
 Absolute ROE

 
	 	 ROE Earned
 Payout Factor

 

	  

9.5% or less
  
	 	 0.0

 

	  

10.5%
  
	 	 0.75

 

	  

12.0%
  
	 	 1.00

 

	  

13.5% or more
  
	 	 1.25

 


 The Relative ROE performance will be determined based on Prudential’s ROE as compared to median performance of the North


 


  

			
	Terms and Conditions of the 2017 Long-Term Incentive Program for Senior Executives	 	11










 
American Life Insurance Companies selected by the Compensation Committee as peers. The Relative ROE goals and the respective ROE Earned Payout Factors are as follows: 

 

			
	  

Relative ROE

 

	  
 Achieved Relative
 ROE

 
	 	  

ROE Earned
 Payout Factor
  

	 -4.0% or less

 
	 	 0.0

 

	 -3.0%

 
	 	 0.75

 

	 0.0%

 
	 	 1.00

 

	 +3.0% or more

 
	 	 1.25

 


 If Prudential’s ROE performance falls between any two discrete points on the scale, the corresponding ROE Earned Payout
Factor will be interpolated on a linear basis. The Total ROE Earned Payout Factor will be the average (mean) of the Absolute ROE Earned Payout Factor and the Relative ROE Earned Payout Factor (i.e., the sum of the Absolute ROE Earned Payout Factor
and the Relative ROE Earned Payout Factor, divided by two (2)). 
 For Performance Shares granted in 2017, the group of peer companies to be used for the
Relative ROE performance measures is: (1) AFLAC, Incorporated, (2) Lincoln National, (3) Manulife Financial Corporation, (4) MetLife, Inc., (5) Principal Financial Group and (6) Sun Life Financial Inc. The group may be
changed by the Compensation Committee as it determines, in its sole discretion, to account for any merger, consolidation, recapitalization or reorganization, share exchange, division, sale, plan of complete liquidation or dissolution, other
disposition of all or substantially all assets, or similar event occurring at or with any of the peer companies. 
 The Compensation Committee may, in its
sole discretion, adjust the reported ROE during the Performance Cycle for items not considered representative of operations, including merger, acquisition and disposition transactions, accounting changes, actuarial assumption updates and market
unlockings. 
 The Relative ROE performance will be based on the trailing four quarters ended September 30 of the applicable years, and performance may
be adjusted for unusual and non-recurring items that are publicly disclosed by Prudential or one of the other North American life insurers. 

 



 Notwithstanding the foregoing, the Compensation Committee, in its sole discretion, may (i) under normal
circumstances, adjust the Final Payout Amount within the standard range of 0% to 125% of the target number of Performance Shares and Performance Units by up to plus or minus 15% of the amount that would otherwise be payable to take into account
performance factors and other events, as the Compensation Committee deems desirable, and (ii) in the event of circumstances deemed to be extraordinary by the Compensation Committee, make additional adjustments to the Final Payout Amount. 

 

	4.	Vesting or forfeiture of Performance Shares and Performance Units following termination of Employment in specific circumstances 


A Participant’s outstanding Performance Shares and Performance Units will automatically be forfeited and cancelled on the termination of the
Participant’s Employment and no shares of Common Stock and no amount of cash will thereafter be issued or paid with respect to the Performance Shares and Performance Units, respectively, except in the specific circumstances set out in the table
on page 13. 
  

	5.	Section 409A 

 Notwithstanding any other provisions of the Plan to the contrary, to the extent necessary
to comply with the requirements of Section 409A with respect to any individual who is a “specified employee” within the meaning of Section 409A, on termination of the Participant’s Employment with any member of the Company
Group, delivery of shares of Common Stock and the payment of cash may not be made before the date that is six (6) months after the date of such termination of Employment (or, if earlier, the date of the Participant’s death). In addition,
to the extent necessary to comply with the requirements of Section 409A, if an Award of Performance Shares or Performance Units is treated as deferred compensation subject to Section 409A, no distribution will be made (although vesting
will accelerate to the extent otherwise provided above) in respect of such Award upon the occurrence of a Change of Control unless such event qualifies as a change in the ownership of a corporation, change in the effective control of a corporation
or a change in the ownership of a substantial portion of the assets of a corporation within the meaning of Section 409A. 

 


  

			
	Terms and Conditions of the 2017 Long-Term Incentive Program for Senior Executives	 	12









 

	6.	Dividend Equivalents 

 A Participant granted Performance Shares and Performance Units will be eligible to
receive Dividend Equivalents on the lesser of (a) the Final Payout Amount; or (b) the respective target amount of Performance Shares and Performance Units, based on any regular cash dividends




 
declared on Common Stock from the Grant Date until the PS/ PU Payment Date (or until the date of settlement, if sooner). Any Dividend Equivalents will be paid in cash as soon as administratively
practicable after shares of common stock are delivered in respect of the corresponding Performance Shares and cash is payable with respect to the Performance Units. There will be no reinvestment option or earned interest credits on any Dividend
Equivalents. 

 

  

			
	  

Performance Shares and Performance Units

 

	  
 Type of Termination
 of Employment

 
	  	 Vesting Status(1)
  

	 	 
	Voluntary Resignation	  	 All outstanding Performance Shares and Performance
Units are immediately forfeited.
  

	 	 
	Approved Retirement	  	 If the Participant executes and submits a Release by
the date specified by Prudential (and does not later revoke the Release), the Participant will receive Final Payout Amount as soon as administratively practicable following the PS/PU Payment Date (but in all events not later than the end of the
calendar year in which the PS/PU Payment Date occurs). If the Participant does not execute a Release, all Performance Shares and Performance Units will be forfeited on the last date of Employment.

 
 This does not apply to Participants in the European Union who should refer to Schedule 2 for more
information.
  

	 	 
	Termination for Cause	  	 All outstanding Performance Shares and Performance
Units are immediately forfeited.
  
 The Compensation Committee may require the Participant to repay
any payment, profit, gain or other benefit (including, but not limited to, any dividends or Dividend Equivalents) in respect of the Performance Shares and Performance Units or any prior performance shares or performance units received within a
period of 12 months before the Participant’s termination of Employment for Cause. If a Participant’s Employment is terminated by any member of the Company Group for Cause, the provisions in these Terms relating to termination for Cause
will apply notwithstanding any assertion (by the Participant or otherwise) that the Participant’s Employment was terminated for any other reason.
  

	 	 
	Death (while an active employee)	  	 All outstanding Performance Shares and Performance
Units become fully vested at target and the Participant’s estate will receive a corresponding number of shares of Common Stock and cash as soon as administratively practicable (but not later than 74 days) thereafter.

 

	 	 
	Disability (if not eligible for Approved Retirement)	  	 All outstanding Performance Shares and Performance
Units become fully vested at target and the Participant will receive a corresponding number of shares of Common Stock and cash as soon as administratively practicable (but not later than 74 days) thereafter.

 

	 	 
	Involuntary Termination for any other reason (if not eligible for Approved Retirement)	  	 If a Participant executes and submits a Release by the
date specified by Prudential (and does not later revoke the Release), a pro-rated(2) target number of Performance Shares and Performance Units will vest and the Participant will receive a
corresponding number of shares of Common Stock and cash, respectively, as soon as administratively practicable thereafter (but not later than 74 days after the date of the termination of Employment). The remainder of the Performance Shares and
Performance Units will be forfeited. If the Participant does not execute a Release, all Performance Shares and Performance Units will be forfeited on the last date of Employment.

 

	 	 
	Change of Control	  	 Unless the Compensation Committee determines otherwise,
Performance Shares and Performance Units for which 50% of the performance period has elapsed and for which the Compensation Committee determines that performance is reasonably capable of being assessed will be converted into Restricted Stock Units
based on performance until the date of the Change of Control. Performance Shares and Units for which less than 50% of the performance period has elapsed or for which performance is not reasonably capable of being assessed will be converted into
Restricted Stock Units based on the assumption that the Awards will be earned at target. All Restricted Stock Units will become vested and any unconverted Performance Shares and Performance Units will become vested at target and the Participant will
normally receive shares of Common Stock or cash, as applicable; unless the entity that acquires control honors, assumes, or substitutes new rights for the Restricted Stock Units or the unconverted Performance Shares and Performance Units with
substantially equivalent or better rights, terms, conditions and values as determined by the Compensation Committee. Alternatively, the Compensation Committee may, at its sole discretion, cancel the Restricted Stock Units or the unconverted
Performance Shares and Performance Units and in exchange provide for payment in cash based on the Change of Control price.
  


  

	 	(1)	The treatment of a Participant’s Award as set forth in this table may be subject to certain restrictions set forth in Part A of these Terms, including the Notice Period requirement under which a Participant is
required to provide advance written notice of the Participant’s termination of Employment. 

  

	 	(2)	Pro-ration is based on the number of months of active service in the Performance Cycle divided by 36. 


  

			
	Terms and Conditions of the 2017 Long-Term Incentive Program for Senior Executives	 	13










 PART E: TERMS AND CONDITIONS APPLICABLE TO BOOK VALUE UNITS UNDER THE BOOK VALUE PERFORMANCE
PROGRAM, A SUB-PROGRAM OF THE LONG-TERM INCENTIVE PROGRAM 
  

	1.	Book Value Units 

 Each Participant in the Book Value Performance Program will be granted a number of
Book Value Units. 
  

	2.	Vesting Period 

 Book Value Units will normally vest in equal annual installments on each of the first
three anniversaries of the Grant Date provided the Participant remains in Employment for the applicable period. 
  

	3.	Settlement of Book Value Units 

 Subject to the terms and conditions of the Plan and subject to the
Participant’s continued Employment through the applicable BVU Payment Date, as soon as administratively practicable after the date any Book Value Units vest (but not later than the end of the calendar year in which the Book Value Units vest), a
Participant will be paid an amount in cash equal to the product of (a) the number of Book Value Units that have become vested and (b) the Book Value Per Share as of the fiscal quarter ended on or immediately before the applicable BVU
Payment Date, less any taxes or other deductions required by Applicable Laws. 
  

	4.	Vesting or forfeiture of Book Value Units following termination of Employment in specific circumstances 


A Participant’s outstanding Book Value Units will automatically be forfeited and cancelled on the termination of the Participant’s Employment and no
amount will thereafter be payable with respect to the Book Value Units, except in the specific circumstances set out in the table on page 15. 
  

	5.	Forfeiture 

 Subject to any clawback, recoupment or forfeiture policy adopted by Prudential that is
applicable to the Participant and notwithstanding any provisions in these Terms to the contrary, the Compensation Committee may, in its sole




 
discretion, reduce (but not below zero) the account balance of any Participant under the Book Value Performance Program if, in the opinion of the Compensation Committee, the Participant has
engaged in conduct, or omitted taking appropriate action, which is a contributing factor in the material restatement of any annual Prudential consolidated income statement, as filed with the Securities and Exchange Commission and as discussed with
Prudential’s Audit Committee, with such restatement being filed primarily to correct an error in the consolidated income statement. Any determination by the Compensation Committee regarding such a reduction shall be final, conclusive and
binding on all parties. 
  

	6.	Section 409A 

 Notwithstanding any other provisions of the Plan to the contrary, to the extent necessary
to comply with the requirements of Section 409A with respect to any individual who is a “specified employee” within the meaning of Section 409A, on termination of the Participant’s Employment with any member of the Company
Group, payment of any cash amount due may not be made before the date that is six (6) months after the date of such termination of Employment (or, if earlier, the date of the Participant’s death). In addition, to the extent necessary to
comply with the requirements of Section 409A, if an Award of Book Value Units is treated as deferred compensation subject to Section 409A, no distribution will be made (although vesting will accelerate to the extent otherwise provided
above) in respect of such Award upon the occurrence of a Change of Control unless such event qualifies as a change in the ownership of a corporation, change in the effective control of a corporation or a change in the ownership of a substantial
portion of the assets of a corporation within the meaning of Section 409A. 
  

	7.	No Dividend Equivalents 

 A Participant granted Book Value Units will not be eligible to receive Dividend
Equivalents on the Book Value Units. 

 


  

			
	Terms and Conditions of the 2017 Long-Term Incentive Program for Senior Executives	 	14










			
	  

Book Value Units

 

	  
 Type of Termination
 of Employment

 
	  	  

Vesting Status(1)

 

	 	 
	 Voluntary
Resignation
  
	  	 All outstanding Book Value Units are immediately
forfeited.
  

	 	 
	Approved Retirement	  	 If the Participant executes and submits a Release by
the date specified by Prudential (and does not later revoke the Release), the Participant will receive payment in respect of his or her remaining Book Value Units at the same time and in the same amounts that would have been payable had the
Participant remained in Employment. If the Participant does not execute a Release, all Book Value Units will be forfeited on the last date of Employment.
  

This does not apply to Participants in the European Union who should refer to Schedule 2 for more information.

 

	 	 
	Termination for Cause	  	 All outstanding Book Value Units are immediately
forfeited.
  
 The Compensation Committee may require the Participant to repay any payment, profit,
gain or other benefit in respect of the Book Value Units or any prior Book Value Units or Awards received within a period of 12 months before the Participant’s termination of Employment for Cause. If a Participant’s Employment is
terminated by any member of the Company Group for Cause, the provisions in these Terms relating to termination for Cause will apply notwithstanding any assertion (by the Participant or otherwise) that the Participant’s Employment was terminated
for any other reason.
  

	 	 
	Death (while an active employee)	  	 All outstanding Book Value Units become fully vested
and the Participant’s estate will receive a cash payment equal to the product of (I) the number of such outstanding Book Value Units and (II) the Book Value Per Share as of the fiscal quarter ended on or immediately before the date of the
Participant’s death. This cash payment will be made as soon as administratively practicable (but not later than 74 days) after the date of the Participant’s death.

 

	 	 
	Disability (if not eligible for Approved Retirement)	  	 All outstanding Book Value Units become fully vested
and the Participant will receive a cash payment equal to the product of (I) the number of such outstanding Book Value Units and (II) the Book Value Per Share as of the fiscal quarter ended on or immediately before the Participant’s termination
of Employment. This cash payment will be made as soon as administratively practicable (but not later than 74 days) after the Participant’s termination of Employment.

 

	 	 
	Involuntary Termination for any other reason (if not eligible for Approved Retirement)	  	 If a Participant executes and submits a Release by the
date specified by Prudential (and does not later revoke the Release), a pro-rated(2) number of such Participant’s then outstanding Book Value Units will vest and the Participant will receive
a cash payment equal to the product of (I) such pro-rated number of such outstanding Book Value Units and (II) the Book Value Per Share as of the fiscal quarter ended on or immediately prior to the Participant’s termination of Employment. This
cash payment will be made as soon as administratively practicable (but not later than 74 days after the Participant’s termination of Employment). The remainder of the Participant’s outstanding Book Value Units will be forfeited. If the
Participant does not execute a Release, all Book Value Units will be forfeited on the last date of Employment.
  

	 	 
	Change of Control	  	 Unless the Compensation Committee determines otherwise,
all Book Value Units will be converted into Restricted Stock Units based on the Book Value Per Share on the fiscal quarter ended on or immediately prior to the Change of Control. All Restricted Stock Units and any unconverted Book Value Units will
become vested and the Participant will normally receive a payment in cash based on the Book Value Per Share on the fiscal quarter ended on or immediately prior to the Change of Control; unless the entity that acquires control honors, assumes, or
substitutes new rights for the Restricted Stock Units or the unconverted Book Value Units with substantially equivalent or better rights, terms, conditions and values as determined by the Compensation Committee.

 


  

	 	(1)	The treatment of a Participant’s Award as set forth in this table may be subject to certain restrictions set forth in Part A of these Terms, including the Notice Period requirement under which a Participant is
required to provide advance written notice of the Participant’s termination of Employment. 

  

	 	(2)	Pro-ration is based on the number of months of active service since the Grant Date (or, if less, since the last BVU Payment Date) divided by the remainder of (i) 36 minus (ii) the product of (A) 12 and
(B) the number of anniversaries of the Grant Date that have occurred prior to the date of termination of Employment. 

 The
Compensation Committee in its sole discretion shall determine the Book Value Per Share, and any amount of payments thereof. 

  

			
	Terms and Conditions of the 2017 Long-Term Incentive Program for Senior Executives	 	15










 SCHEDULE 1 DEFINITIONS 

For the purposes of the Terms, the following words and expressions have the meanings ascribed to them. 

Applicable Laws — applicable laws, rules and regulations relating to any Awards made under the Plan or
otherwise relating to the Plan. 
 Approved Retirement — termination of a Participant’s
Employment: 
  

	(i)	on or after the Participant’s normal retirement date or any early retirement date established under any defined benefit pension plan maintained by a member of the Company Group in which the Participant
participates; or 

  

	(ii)	when the Participant has reached either (A) age 65 or (B) age 55 with a minimum of 10 years’ service. 


Approved Retirement does not apply to any Participant who has an Agent Emeritus contract with any of Prudential’s insurance affiliates or to a
Participant whose Employment is terminated for Cause, even if, in either case, the Participant is receiving retirement benefits or is otherwise eligible for retirement or has satisfied the conditions in (ii) above. 

Award —an Option, a Restricted Stock Unit, a Performance Share, a Performance Unit or a Book Value Unit, or
a combination thereof granted under the Plan. 
 Board — the board of directors of Prudential.

 Book Value Per Share — the per-share amount of the equity attributed to Prudential Financial, Inc.,
excluding total accumulated other comprehensive income and the non-economic effects of foreign currency exchange rate remeasurements of non-yen liabilities and assets, as determined based on Prudential’s financial statements for the relevant
period and as adjusted by Prudential as it deems appropriate or desirable. 
 Book Value Unit — an
award of Performance Units (as such term is defined in the Plan), payable




 
in cash, and valued based on the Book Value Per Share (subject to forfeiture and transfer restrictions). 

BVU Payment Dates — the dates on which the continuing service requirement applicable to one-third of the
Book Value Units are scheduled to expire, as specified by the Compensation Committee at the Grant Date, which occur on the first three anniversaries of the Grant Date. 

Cause — includes but is not restricted to any of the following (as determined by the Compensation
Committee): 
  

	(i)	dishonesty, fraud or misrepresentation; 

  

	(ii)	inability to obtain or retain appropriate licenses; 

  

	(iii)	violation of any rule or regulation of any regulatory agency or self-regulatory agency; 

  

	(iv)	violation of any policy or rule of Prudential or any member of the Company Group; 

  

	(v)	commission of a crime; 

  

	(vi)	breach by a Participant of any covenant or agreement with any member of the Company Group not to disclose or misuse any information pertaining to, or misuse any property of, any member of the Company Group; or


  

	(vii)	any act or omission detrimental to the conduct of the business of any member of the Company Group. 

 Change of Control — occurs, in general, when: 
  

	(i)	any person or entity outside of Prudential acquires, directly or indirectly, twenty-five percent (25%) or more of the combined voting power of Prudential or of the combined assets of Prudential (and members of the
Company Group); 

  

	(ii)	the composition of the Board changes over a 24-month period such that the Incumbent Directors no longer constitute a majority of the Board; or



 


  

			
	Terms and Conditions of the 2017 Long-Term Incentive Program for Senior Executives	 	16











	(iii)	a Corporate Event completes and immediately following completion the shareholders of Prudential immediately before the Corporate Event do not hold, directly or indirectly, in substantially the same relative proportions
as immediately prior to the Change of Control, a majority of the voting power of, in the case of (a) a merger or consolidation, the surviving or resulting corporation; (b) a share exchange, the acquiring corporation; or (c) a division
or a sale or other disposition of assets, each surviving, resulting or acquiring corporation which, immediately following the relevant Corporate Event, holds more than twenty-five percent (25%) of the consolidated assets of Prudential
immediately before the Corporate Event. 

 Code — the United States Internal Revenue Code of
1986, as amended. 
 Common Stock — a share of Common Stock in Prudential. 

Company Group — Prudential and/or its subsidiaries. 

Company Group Managers — with respect to any Participant, each of the individuals who serve as the head of
such Participant’s business unit or corporate function and the head of Human Resources for such business unit or corporate function, or his or her respective delegates. 

Compensation Committee — the Compensation Committee of the Board, which administers the Plan. 

Corporate Event — a merger, consolidation, recapitalization or reorganization, share exchange, division,
sale, plan of complete liquidation or dissolution, or other disposition of all or substantially all of the assets of Prudential which has been approved by the shareholders of Prudential. 

Disability — means, with respect to any Participant, long-term disability as defined under the welfare
benefit plan maintained by the member of the Company Group in which the Participant participates and from which the Participant is receiving a long-term disability benefit. In jurisdictions outside the United States where long-term disability is
covered by a mandatory or universal program sponsored by the government or an industrial association, receipt of long-term disability benefit from such a program is




 
considered to have met the disability definition of the Plan. 
 Dividend Equivalents — an amount paid in lieu of dividends declared on Common Stock during a period that an applicable Award is outstanding. 

Employment — means employment with any member of the Company Group. 

Exercise Date — the date on which an Option is validly exercised. 

Expiration Date — the tenth anniversary of the Grant Date and the last date on which an Option can be
exercised, unless the Participant’s Employment ends before the Expiration Date or a Change of Control occurs. 

Grant Date — with respect to an Award, the date on which it is granted under the Plan. 

Grant Price — the price set at the Grant Date at which a share of Common Stock can be acquired on exercise
of an Option. 
 Incumbent Directors — with respect to any period of time specified under the Plan
for the purposes of determining a Change of Control, the persons who were members of the Board at the beginning of the period, as well as any director elected to the Board or nominated for election to the Board by a majority of the Incumbent
Directors. 
 Market Value — means, on any date, the price at which shares of Common Stock were
last traded on that date on the New York Stock Exchange or, if there are no transactions on that date, the closing price on the immediately preceding date on which there was a transaction. For the purposes of determining the taxable income from
Awards, it should be noted that in some countries there are specific rules that set out how Market Value is determined. Where applicable, any particular rules should be noted in the country specific Q&A’s. 

Option — a conditional right (which is subject to forfeiture and transfer restrictions) granted under the
Plan to purchase one share of Common Stock in the future at a set price within a set time period specified by the Compensation Committee at the Grant Date. 

Participant — any employee of a member of the Company Group who holds an outstanding Award granted under the
Plan. 

 


  

			
	Terms and Conditions of the 2017 Long-Term Incentive Program for Senior Executives	 	17









 
 Performance Share — a right (which is subject to forfeiture
and transfer restrictions) to receive a share of Common Stock, conditioned and subject to adjustment upon the achievement of specified performance goals during the applicable performance period, and further subject to satisfaction of the applicable
continued service requirements. 
 Performance Unit — a right (which is subject to forfeiture and
transfer restrictions) to receive cash valued by reference to a share of Common Stock, conditioned and subject to adjustment upon the achievement of specified performance goals during the applicable performance period, and further subject to
satisfaction of the applicable continued service requirements. 
 Plan — the Prudential Financial,
Inc. 2016 Omnibus Incentive Plan, a stock-based compensation plan adopted by the Board and ratified by the shareholders of Prudential in May 2016. 

Prudential — Prudential Financial, Inc., a New Jersey corporation, and any successor to Prudential
Financial, Inc. 
 PS/PU Payment Date — the date on which the continuing service requirement
applicable to a Performance Share or a Performance Unit is scheduled to lapse, regardless of the lapse of such conditions as of any Employment termination, as specified by the Compensation Committee at the Grant Date, which is in the month of
February




 
immediately following the end of the applicable Performance Cycle. 
 Release — a separation agreement, general release and/or waiver in a form and with terms and conditions (including but not limited to, non-solicitation of employees and business of any member of the Company
Group) satisfactory to Prudential. 
 Restricted Stock Unit — a conditional right (which is subject
to forfeiture and transfer restrictions) granted under the Plan to receive one share of Common Stock at the end of a period of time specified by the Compensation Committee at the Grant Date. 

RSU Payment Date — the date on which the continuing service requirement applicable to a Restricted Stock
Unit is scheduled to lapse, as specified by the Compensation Committee at the Grant Date, which is the third anniversary of the Grant Date. 
 Section 409A — Section 409A of the Code, including any regulations issued under Section 409A. 

Vest — when an Option can be exercised, or a Participant is entitled to receive (i) shares of Common
Stock under a Restricted Stock Unit, (ii) shares of Common Stock under a Performance Share, (iii) cash under a Performance Unit, or (iv) cash under a Book Value Unit, as appropriate, and “Vested” and “Vesting” will
be construed accordingly. 

 


  

			
	Terms and Conditions of the 2017 Long-Term Incentive Program for Senior Executives	 	18










 SCHEDULE 2 COUNTRY SPECIFIC VARIATIONS 

NOTICE PERIOD 
 The Notice Period
requirement in Section 6(e) of Part A of this document applies only to Participants who are employed in the United States. 
 DATA
PROTECTION (Applicable to all countries other than the United States) 
 A Participant agrees by accepting an Award to permit Prudential
to process personal data and sensitive personal data about the Participant in connection with the Plan. Such data includes, but is not limited to, the information provided in the Participant’s grant documents and any changes thereto, other
appropriate personal and financial data, and information about the Participant’s participation in the Plan and shares granted under the Plan from time to time (collectively, Personal Data). A Participant consents to Prudential processing
and transferring any Personal Data outside the country in which the Participant works or is employed to the United States and any other third countries. The legal persons for whom Personal Data is intended include Prudential and any member of the
Company Group, any plan administrator selected by Prudential from time to time, and any other person or entity that Prudential involves in the administration of the Plan. Prudential will take all reasonable measures to keep Personal Data,
confidential and accurate. A Participant can access and correct their Personal Data by contacting their human resources representative. A Participant understands and agrees that the transfer of information is important to the administration of the
Plan and failure to consent to the transmission of that information may limit their ability to participate in the Plan. 
 THE
EUROPEAN UNION 
 The provisions in these Terms relating to the impact of the termination of a Participant’s Employment due to retirement
will not apply to Participants in the European Union due to the Applicable Laws relating to age discrimination.



 JAPAN 

The following term will also apply: 
 If a Participant is
an executive officer subject to the reporting requirements under Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended (Executive Officers), or has otherwise been identified as a senior officer subject to the Share
Ownership Guidelines as amended by the Board from time to time (Guidelines), then the Participant agrees to retain ownership of 50% of the net shares of Common Stock (after payment of the Grant Price, if any, and applicable fees and taxes)
acquired on exercise of an Option or the vesting of an Award until the first anniversary of the acquisition of that Common Stock. For senior officers who are not Executive Officers: these guidelines will cease to apply once the Participant has
satisfied the Guidelines or, if earlier, upon termination of the senior officer’s Employment. Once the Participant has satisfied this holding period, the Participant may dispense of any shares of Common Stock held in excess of the Guidelines,
subject to the Personal Securities Trading Policy, including the “Reporting Responsibilities and Procedures for Section 16 Officers and Directors and Control Persons of Prudential” as then in effect. 

UNITED KINGDOM 
 Restricted Stock
Units, Options and Performance Shares — section 431(1) election 
 A Participant is required to enter into with his or her employer a legally
enforceable joint election, approved by HMRC under section 431(1) of the Income Tax (Earnings and Pensions) Act 2003 (the Election), within thirty (30) days of the first grant of Awards of Restricted Stock Units, Options or Performance
Shares (or at such other time as required by his or her employer but so that the joint election is legally enforceable and valid). The Election dis-applies, for the purpose of UK income tax only, all of the restrictions attaching to the restricted
stock the Participant acquires on the vesting of Restricted Stock Units or Performance Shares or on the exercise of Options granted to the Participant at any time after the election is made, with the restrictions continuing to apply in all other
respects and for all other purposes. 

 


  

			
	Terms and Conditions of the 2017 Long-Term Incentive Program for Senior Executives	 	19










 Tax-Advantaged Stock Options 

The Options will be subject to the Terms (as modified below) and the terms and conditions set out in the Prudential Financial, Inc. 2007 HMRC Approved Sub-Plan
to the Prudential Financial, Inc. 2016 Omnibus Incentive Plan (the Sub-Plan). Section 2 of Part C will not apply to Participants granted tax-advantaged options in the UK, but the following will apply: 

“The method of exercise of your Options under the Sub-Plan is a cash exercise, which lets you receive stock, after paying the Grant
Price, applicable taxes and fees, in cash. Any other method will result in an exercise that will not be considered tax-advantaged under the Sub-Plan.” 

Section 6 and the final paragraph of Section 13 of Part A will not apply to participants in the United Kingdom. 

In addition, the provisions in these Terms relating to the impact of the termination of a Participant’s Employment due to retirement will not apply to
Participants in the United Kingdom due to the Applicable Laws relating to age discrimination. 
 UNITED STATES 

Options — for executives subject to the reporting requirements under Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended,
Section 2 of Part C will not apply to executives but the following will apply. 
 “An Option may be exercised by the Participant:

  

	 	(i)	paying in cash the Grant Price and any applicable taxes and fees (Cash Exercise); or 

  

	 	(ii)	directing the immediate sale of sufficient shares of Common Stock acquired on exercise necessary to pay the Grant Price and any applicable taxes and fees and receive the remaining shares of Common Stock (Sell to
Cover).” 

 The following term will also apply: 

If a Participant is an executive officer subject to the reporting requirements under Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended
(Executive Officers), or has otherwise been identified as a senior officer subject to the Share




 
Ownership Guidelines as amended by the Board from time to time (Guidelines), then the Participant agrees to retain ownership of 50% of the net shares of Common Stock (after payment of the
Grant Price, if any, and applicable fees and taxes) acquired on exercise of an Option or the vesting of an Award until the first anniversary of the acquisition of that Common Stock. For senior officers who are not Executive Officers, these
guidelines will cease to apply once the Participant has satisfied the Guidelines or, if earlier, upon termination of the senior officer’s Employment. Once the Participant has satisfied this holding period, the Participant may dispense of any
shares of Common Stock held in excess of the Guidelines, subject to the Personal Securities Trading Policy, including the “Reporting Responsibilities and Procedures for Section 16 Officers and Directors and Control Persons of
Prudential” as then in effect. 
 All Restricted Stock Units, Book Value Units, Performance Shares or Performance Units granted under the 2017 Long-Term
Incentive Program to a Participant who is a “covered employee” under Code Section 162(m) are subject to an additional performance condition and an additional limitation. The additional performance condition is that Adjusted Operating
Income (as defined in the Plan) must be positive in at least one fiscal year during which the Award is outstanding for at least 276 days of that year, and the additional limitation is that the amount payable to such a Participant for those Awards in
any year may not exceed four-tenths of one percent (0.4%) of the highest amount of Adjusted Operating Income for any of the three fiscal years ended prior to the year payment on those Awards is due. Notwithstanding any provision in these Terms to
the contrary, if a Participant is a “covered employee” within the meaning of Code Section 162(m), (1) any pro-rated payment the Participant would otherwise be entitled to receive under and subject to the otherwise applicable
conditions set forth herein in connection with (i) an Approved Retirement or (ii) an Involuntary Termination other than for Cause, Approved Retirement, Death or Disability, will nonetheless be subject to the satisfaction of the condition
set forth in the immediately preceding sentence, and, in addition, payment in respect of any Award on account of any Involuntary Termination described in subclause (ii) will not be made until after the close of the calendar year in which such
Involuntary Termination of Employment occurs (but not later than March 15 of 

 


  

			
	Terms and Conditions of the 2017 Long-Term Incentive Program for Senior Executives	 	20










 
such subsequent calendar year), and (2) if such Participant is granted Restricted Stock Units, any Dividend Equivalents credited on the Restricted Stock Units based on any regular cash
dividends declared on Common Stock from the Grant Date until the RSU Payment Date (or until the date of forfeiture, as applicable, if sooner) will become vested at the same time and subject to the same conditions as apply to the underlying
Restricted Stock Units and will be payable in cash as soon as administratively practicable after shares of Common Stock are delivered in respect of the corresponding vested Restricted Stock Units. 

Notwithstanding anything to the contrary in these Terms and in compliance with the Defend Trade Secrets Act of 2016 (the DTSA) (codified at 18 U.S.C.
§ 1833), an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (a) in confidence to a Federal, State, or local government official, either
directly or indirectly, or to an attorney; and (b) solely for the purpose of reporting or investigating a suspected violation of law. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for
the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected
violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (a) files any document containing the trade secret under seal; and (b) does




 
not disclose the trade secret, except pursuant to court order. 
 California Employees:
Section 6(b) of these Terms will not apply to a Participant during the time period a Participant works in California, except to the extent Section 6(b)(i) prevents the Participant from soliciting, either directly or indirectly, any
employee of the Company Group (other than the Participant’s administrative assistant) to terminate his or her relationship with the Company Group, for Participant’s own benefit or for the benefit of any other person or entity, which shall
remain in full force and effect. Likewise, Section 6(e) of these Terms shall not apply to a Participant during the time period the Participant works in California, to the extent it is not permitted by California law. Further, notwithstanding
any provision in Section 6(e) to the contrary, during the time period a Participant works in California, the Company Group or Company Group Managers shall not pursue, and a Participant who works in California shall not consent to, the issuance
of an injunction or a temporary restraining order under Section 6(e). Notwithstanding the foregoing, during the time period a Participant works outside of California, Sections 6(b) and (e) of these Terms shall apply. 

The immediately preceding paragraph shall also apply to the Terms and Conditions applicable to all prior Awards granted under the Plan and provisions therein
comparable to Section 6(b) to the extent that such provision prohibits post-termination hiring of an employee of the Company Group or post-Employment competition with the Company Group.


 


  

			
	Terms and Conditions of the 2017 Long-Term Incentive Program for Senior Executives	 	21









 SCHEDULE 3 

NOTICE PERIODS 
 The
Notice Period required to be provided by a Participant who is employed in the U.S. under Section 6(e) of Part A of this document(1) is determined by their business unit/corporate function and
position as of the date that they provide the written notice of the resignation of their Employment, as follows: 
  

					
	  

Business Unit/
 Corporate
Center
  
	  	  

Participants with the Following Grade
 Level or Equivalent Designation Levels(2)
  
	 	  

Notice
 Period(5)
  

	 	 	 
	PGIM/International Insurance	  	Grades 07P(3), 07A; Levels 540, 550, 790(4)	 	60 days
	 	 	 
	PGIM/International Insurance	  	Grades 03P-06P; Levels 560, 56A, 790-MD, AMS	 	90 days
	 	 	 
	All others	  	Grade 06P; Level 560	 	30 days
	 	 	 
	 All others

 
	  	 Grades 01P-05P; Level 56A

 
	 	 60 days

 


  

	(1)	The notice period requirement in Section 6(e) of Part A of this document applies only to Participants who are employed in the U.S. 


 

	(2)	The equivalent designation levels provided is not an exhaustive list. Other equivalent grade levels may be subject to the Notice Period required under Section 6(e) of Part A of this document. The equivalent
designation levels may be subject to change at the discretion of the Company Group or the Company Group Managers, as applicable. 

  

	(3)	Grade 07P other than Director title. 

  

	(4)	Level 790 other than Managing Director (MD) title. 

  

	(5)	The Notice Period commences as of the date written notice is received by the Participant’s manager. 


  

			
	Terms and Conditions of the 2017 Long-Term Incentive Program for Senior Executives	 	22









 SCHEDULE 4 

FORM FOR DECLINING AN AWARD 

If you wish to decline the grant of the Restricted Stock Units, the Options, the Performance Shares, the Performance Units, or the Book Value Units, as
applicable, granted to you pursuant to the 2017 Long-Term Incentive Program under the Prudential Financial, Inc. 2016 Omnibus Incentive Plan, you should complete and return this form by facsimile on or before the date three weeks after the Grant
Date to Stock Plan Administration at (973) 367-8251 or by certified mail with return receipt, postmarked on or before the date three weeks after the Grant Date to Stock Plan Administration, 751 Broad Street, 18th Floor, Newark, New Jersey
07102. Please note that if you decline the grant of an Award, that Award (including, but not limited to, any rights, payments, interests or benefits you have or may have under, related to or associated with, that Award) will be cancelled and
terminated immediately. 

I,..................................................................................................................,
 hereby decline the grant of: 
  

					
	  	  	  	  	 Check as
 appropriate

 

	 	 	 
	
(i)
  
	  	 all of the Restricted Stock Units;

 
	  	 ☐

 

	 	 	 
	
(ii)
  
	  	 all of the Options;

 
	  	 ☐

 

	 	 	 
	
(iii)
  
	  	 all of the Performance Shares;

 
	  	 ☐

 

	 	 	 
	
(iv)
  
	  	 all of the Performance Units; and/or

 
	  	 ☐

 

	 	 	 
	
(v)
  
	  	 all of the Book Value Units

 
	  	 ☐

 


 granted to me in 2017 under the terms of the Prudential Financial, Inc. 2016 Omnibus Incentive Plan. 

 

					
	Signed	 	  
	  	
			
	Dated	 	  
	  	

 EMPL-D6037 
 EE GR. 1-4 Non-FL


  

			
	Terms and Conditions of the 2017 Long-Term Incentive Program for Senior Executives	 	23