Form 8-K PRUDENTIAL FINANCIAL For: Feb 10

2015 Long-Term Incentive Program

Terms and Conditions

Contents

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Prudential Financial, Inc. 2015 Long-Term Incentive Program

This document contains the principal terms and conditions applicable to Awards granted to employees under the Prudential Financial, Inc. Omnibus Incentive Plan (the Plan) for 2015. 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

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Prudential�s 2015 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 Performance Units valued by reference to the book value of the Common Stock (the Book Value Units), Awards of Restricted Stock Units, Options, Performance Shares, Performance 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 to these Terms 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, will always govern.

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Grants of Awards under the Plan are entirely 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.

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:

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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.

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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 appropriate), 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 appropriate). Participants will be responsible for ensuring that their own tax affairs in connection with the Plan are in order.

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.

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(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.

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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.

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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 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.

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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.

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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.

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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.

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Notwithstanding any provision of the Plan to the contrary, no acceleration of the time or schedule of any delivery of shares 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.

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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.

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 with 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 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 Common Stock or gain that might be delivered 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.

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 for any particular period of time. 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

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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.

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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.

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 may thereafter be issued with respect to the Restricted Stock Units, except in the specific circumstances set out in the table on page 8.

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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.

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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 Common Stock from the Grant Date until the RSU Payment Date (or until the date of 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 Equivalent.

PART C: Terms and conditions applicable to Options under the Long-Term Incentive Program

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An Option will normally vest and become exercisable in three equal annual installments on each anniversary of the Grant Date provided the Participant holding that Option remains in Employment throughout that period.

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An Option may be exercised by the Participant:

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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.

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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.

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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:

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

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The Performance Cycle (the Performance Cycle) with respect to Performance Shares and Performance Units will begin on January�1, 2015 and will end on December�31, 2017.

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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 (but not later than 74 days) after the PS/PU Payment Date, less any taxes or other deductions required by Applicable Laws.

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A Participant�s Performance Shares and Performance Units are conditioned on achievement of ROE Goals specified by the Compensation Committee, with respect to the Performance Cycle, subject to adjustment by a relative performance modifier. The relative performance modifier may modify the award payout expressed as a percentage of the target number of shares by up to +/- 10%. The award maximum of 1.25 times the target number of shares would be retained after the application of the relative performance modifier.

ROE is defined as Prudential�s �operating return on average equity (based on after-tax adjusted operating income)� as publicly disclosed in Prudential�s Quarterly Financial Supplement (�QFS�). ROE for each year in the Performance Cycle is defined as the average of the quarterly ROE figures for such year published in the QFS. ROE will be adjusted to exclude the non-economic effects of foreign currency exchange rate remeasurements of non-yen liabilities and assets and may be adjusted 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 ROE Earned Payout Factor (which is determined based on the achievement of the ROE Goals over the Performance Cycle) and modified by the relative performance modifier. Any resulting number of shares of Common Stock shall be rounded to the nearest whole number. The aggregate amount of shares of Common Stock and 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 Compensation Committee will determine, in its sole discretion, the Final Payout Amount.

The ROE Goals will be the average of actual ROE for 2015, 2016 and 2017. The ROE Goals are as follows:

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If the average ROE achieved is between any two data points, the corresponding ROE Earned Payout Factor will bear a linear relationship with the actual achievement between such data points.

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 performance modifier will be applied after the ROE Earned Payout Factor is determined to calculate the Final Payout Amount. Prudential�s ranking among the seven North American life insurers determines the modifier %. The relative performance modifier metrics, methodology and weightings are as follows:

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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.

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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 may 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.

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 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.

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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 forfeiture, 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 Equivalent.

PART E: Terms and conditions applicable to the Book Value Units under the Book Value Performance Program, a sub-program of the Long-Term Incentive Program

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

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One-third of each Participant�s Book Value Units will vest on each of the first three anniversaries of the Grant Date.

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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.

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

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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.

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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.

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

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:

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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 � the grant of an Option, a Restricted Stock Unit, a Performance Share, or a Performance Unit (including a Book Value Unit), or a combination thereof.

Board � the board of directors of Prudential.

Book Value Per Share � the equity attributed to Prudential�s Financial Services businesses, 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, payable in cash, and valued based on the Book Value Per Share.

BVU Payment Dates � the dates on which the continuing service requirement applicable to one-third of the Book Value Units are scheduled to lapse, 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):

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Change of Control � occurs, in general, when:

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No change of control occurs on an underwritten offering of the equity securities of Prudential when no person or entity acquires more than twenty-five percent (25%)�ownership in such securities. The Plan document details how a Change of Control will be determined in various types of acquisitions and corporate reorganization events (including sales of assets), and the document�s terms govern any determination that a Change of Control has occurred.

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, recapitalisation or reorganisation, 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 Equivalent � 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 Options and/or Restricted Stock Units, 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 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.

Performance Share � a right 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 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. Omnibus Incentive Plan, a stock-based compensation plan adopted by the Board and ratified by the shareholders of Prudential in June 2003.

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, 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 and General Release (in connection with an involuntary termination of Employment for any reason other than Cause) or a General Release of Claims (in connection with a voluntary termination of Employment), whichever is appropriate, 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)�Common Stock under a Restricted Stock Unit, (ii)�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.

SCHEDULE 2 COUNTRY SPECIFIC VARIATIONS

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 such Participant at any time after the election is made, with the restrictions continuing to apply in all other respects and for all other purposes.

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. Omnibus Incentive Plan (the �Sub-Plan�). Term 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.�

In the table in Term 4, the Type of Termination headed Approved Retirement will not apply.

Term 6 of Part A and the final paragraph of Term 13 of Part A will not apply.

UNITED STATES

Stock 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:

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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 2015 Long-Term Program to a Participant who is a covered employee under Code Section�162(m) are subject to the additional requirement that the maximum aggregate amount payable to such a Participant in respect of such Awards may not exceed six-tenths of one percent (0.6%) of Adjusted Operating Income (as defined in the Plan) for the most recently reported year ending December�31st before the year payment is made in respect of such Awards. 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 such subsequent calendar year), and (2)�and 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.

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.