PRUDENTIAL FINANCIAL, INC.
OMNIBUS INCENTIVE PLAN
(Amended and Restated Effective November 11, 2008)
The purpose of the “Prudential Financial, Inc. Omnibus Incentive Plan” (the “Plan”) is to foster and promote the long-term
financial success of Prudential Financial, Inc. (the “Company”) and materially increase shareholder value by (a) motivating
superior employee performance by means of performance-related incentives, (b) encouraging and providing for the acquisition
of an ownership interest in the Company by the Company’s and its Subsidiaries’ (as hereinafter defined) employees, and
(c) enabling the Company to attract and retain the services of employees upon whose judgment, interest, and effort the
successful conduct of its operations is largely dependent.
The Company has previously adopted the Prudential Financial, Inc. Stock Option Plan (the “Stock Option Plan”), which
was intended to provide similar equity-based compensation incentives through the grant of stock options and stock
appreciation rights. Effective upon the adoption of the Plan by shareholders of the Company, the Stock Option Plan will be
merged into this Plan, thereby making available for the grant of awards under this Plan any authorized but unused shares of
Common Stock (as herein defined) not already used for such purpose under the Stock Option Plan. All outstanding award
grants under the Stock Option Plan shall continue in full force and effect, subject to their original terms, after the Stock Option
Plan is merged into the Plan under the terms and conditions noted above.
Section 2.1 Definitions . Whenever used herein, the following terms shall have the respective meanings set forth below:
(a) Adjusted Operating Income . “Adjusted Operating Income” means the income from continuing operations before
income taxes of the Company’s Financial Services Businesses, excluding: realized investment gains, net of losses and
related charges and adjustments; sales p