Upon becoming a director, each non-employee director (a “Director”) receives a one-time grant of $100,000 in Prudential Financial stock units that are deferred until retirement from the Board.

Each Director receives an annual retainer of $200,000 of which 50% is automatically deferred in units of Prudential Financial stock payable upon retirement under The Prudential Deferred Compensation Plan for Non-Employee Directors. The remaining 50% may be deferred at the Director’s option.

All Committee Chairpersons receive an additional $15,000 retainer (50% of which is automatically deferred in stock units).

Audit Committee members receive an annual committee retainer of $25,000 (50% of which is automatically deferred in stock units).

Members of each standing Board Committee other than the Audit committee and the Executive Committee, and of any non-standing committee of Directors that may be established from time to time, receive an annual committee retainer of $10,000 (50% of which is automatically deferred in stock units).

There are no meeting fees, other than fees for attending meetings of the Community Resources Committee (which generally meets on a day separate from Board meetings). Members of this committee receive $1,250 per meeting.