SECOND AMENDMENT TO THE
PRUDENTIAL SUPPLEMENTAL RETIREMENT PLAN
(Effective as of December 1, 2003)
Establishing the timing for payments under the Prudential Supplemental Retirement Plan for participants commencing
pension benefits in 2007; Clarifying the timing for single sum payments for participants commencing pension benefits
in 2006 who are key employees
Purpose and Background:
1.11a “Key Employee” means a “specified employee” under Code section 409A(a)(2)(B)(i) [i.e., a key employee (as defined
under Code section 416(i) without regard to paragraph (5) thereof) of a corporation any stock in which is publicly traded on
an established securities market or otherwise] and applicable Treasury regulations and other guidance under Code section
The delayed payments under subsection (1) shall be aggregated and paid on the First Payment Date. For purposes of this
Section 5.06(a), an “Electing Participant” means any Participant that properly files the benefit commencement election
forms with the Committee on or prior to December 31, 2005.
“5.07 Plan Benefits During 2007 .
A. Pursuant to Section 9.01(b) of the Prudential Supplemental Retirement Plan (the “Plan”), the most senior Vice President for
Corporate Human Resources of Prudential (as defined below), or the successor to his or her duties relating to Corporate
Human Resources has the authority to amend the Plan on behalf of The Prudential Insurance Company of America
(“Prudential”) with respect to certain changes necessary or advisable for purposes of compliance with applicable laws and
regulations and other changes that have an insubstantial financial effect on Plan benefits and expenses.
In compliance with Internal Revenue Code section 409A and related guidance thereto, Prudential desires to amend the Plan
include the provision that, for Participants electing to commence pension benefits asso