Prudential Insurance Company of America Deferred Compensation Plan

Exhibit 10.2

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

DEFERRED COMPENSATION PLAN (UNLESS OTHERWISE NOTED,

AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2008)

This document constitutes part of a prospectus covering securities that have been registered

under the Securities Act of 1933.

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA DEFERRED COMPENSATION PLAN

ARTICLE I- PURPOSE, EFFECTIVE DATE

1.1 Purpose

The purpose of The Prudential Insurance Company of America Deferred Compensation Plan (the " Plan" ) is to provide the opportunity for selected employees to defer, subject to the Plan' s terms, a portion of their incentive compensation and have it accumulate on a tax-deferred basis. The Plan is intended to be, and shall be administered as, an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Title I of ERISA (as defined below).

1.2 Effective Date

The Plan, as hereby amended and restated, is generally effective as of January 1, 2008, unless specifically noted otherwise.

ARTICLE II- DEFINITIONS

For the purposes of this Plan, the following terms shall have the meanings indicated, unless the context clearly indicates otherwise:

" Account" means the bookkeeping convention device used by the Employer to measure and determine the amount to be paid to a Participant under the Plan, which shall be bifurcated into a Pre-205 Account and a Post-2004 Account, to the extent provided in Section 6.1 hereof.

" Annual Compensation" means, for purposes of determining general eligibility to participate in the Plan under Section 3.1(a)(iii) and for purposes of determining " Eligible Compensation" for Insurance Sales Professionals referenced at Section 3.2(a)(iv), (a) for such Insurance Sales Professionals, the total compensation received by such employee that is reportable on Form W-2 as gross income for any Plan Year; and (b) for all other Employees, such Employee' s gross salary and incentive bonus (including any sales bonus) payable in any Plan Year.

" Beneficiary" or " Beneficiaries" means the person, persons or entity entitled under Article V to receive any Plan benefits payable after a Participant' s death. " Board" means the Board of Directors of the Company.

" Code" means the Internal Revenue Code of 1986, as amended from time to time (including, but not limited to, any regulations or other interpretative guidance promulgated under the Code by the U.S. Department of the Treasury or the Internal Revenue Service, as applicable, which also may be cited separately as " Treasury Regulations" for purposes of this Plan).

" Committee" shall have the meaning set forth in Section 7.1.

" Company" means The Prudential Insurance Company of America.


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" Company Retirement Plan" means either (a) The Prudential Traditional Retirement Plan Document, or (b) the Prudential Cash Balance Pension Plan Document, both components of The Prudential Merged Retirement Plan.

" Continuing Service Participant" means a Participant who ceases to be an employee of, but continues to provide services to, any of the 409A Service Recipients following his Retirement or Termination of Employment, or is reasonably expected (at the time of such Retirement or Termination of Employment) to provide services to any of the 409A Service Recipients within 12 months of such termination of employment. " Corporate Compensation" has the meaning set forth in Section 7.1. " Deferral Commitments" has the meaning set forth in Section 3.2(b). " Deferral Period" means, for each Participant, the period of time commencing on the first day of the Plan Year in which Eligible Compensation would otherwise be payable unless deferred pursuant to the terms of the Plan, and ending on the date elected by the Participant (or otherwise determined under the Plan) as provided for in Article III and Article IV. " Disability" means the first date on or prior to the Participant' s Termination of Employment as of which a Participant has satisfied each of the following conditions: (i) the Participant has satisfied the criteria necessary for determination that such Participant qualifies for long-term disability benefits under the Company' s Welfare Benefits Plan, or comparable long-term disability benefits plan or program sponsored by the Employer or Participating Subsidiary, if applicable; (ii) the Participant has received benefits under the disability plan referenced in subclause (i) above for a period of not less than three months; and (iii) the Participant has been absent from active service due to a medically determinable physical or mental impairment for a continuous period of at least 12 months. " Eligible Compensation" shall have the meaning set forth in Section 3.2(a). " Eligible Employee" shall have the meaning set forth in Section 3.1(a). " Employer" means the Company and any successor of the Company as designated by the Board. " Employee" generally means, as of any relevant date, any individual who is compensated by the Employer or any Participating Subsidiary for services actually rendered as either a common law employee or as a statutory employee under Code Section 3121(d)(3) (relating to full time life insurance salesman) including, for these purposes and to the degree not specifically described above, agents and other insurance sales professionals of the Employer and any Participating Subsidiary. The term " Employee," however, for purposes of Section 3.1 of this Plan, does not include: (a) any individual who is on a paid or unpaid leave of absence from the Company or any Participating Subsidiary; (b) any individual who is on Disability; (c) any individual who is receiving severance or similar benefits related to a Termination of Employment from a severance plan or program sponsored or maintained by the Company, any Participating Subsidiary, or any other affiliate of the Company; or (d) any employee or agent of a subsidiary or an affiliate of the Company that is not a Participating Subsidiary at such time as the Deferral Commitment for a particular Plan Year must be made, unless otherwise provided for in Exhibit A.

" ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time (including, but not limited to, any regulations or other interpretative guidance promulgated under ERISA by either the U.S. Department of Labor, the Internal Revenue Service (with respect to Title II of ERISA), or the Pension Benefit Guaranty Corporation (with respect to Title IV of ERISA), as applicable).


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" 409A Service Recipients" means the Company and each other entity which is in the same controlled group of affiliated employers as the Company, as determined in accordance with the rules under Section 414(b) and (c) of the Code.

" Financial Hardship" means severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant' s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that will constitute a Financial Hardship will depend upon the facts of each case, but in any case, payment may not be made to the extent that such hardship is or may be relieved:

(a) Through reimbursement or compensation by insurance or otherwise;

(b) By liquidation of the Participant' s or Participant spouse' s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship; or

(c) By cessation of deferrals under the Plan.

For purposes of the definition of the term " Financial Hardship," the term " unforeseeable emergencies" does not encompass sending a Participant' s dependent to college or the desire to purchase a home, and is intended to be interpreted consistent with the definition of the term under Treasury Regulations Section 1.457-2(h)(4).

" Hardship Withdrawal" has the meaning set forth in Section 4.3. " Institutional and Retirement Sales Professionals," " Institutional Sales Professionals," " Insurance Sales Professionals," " Investment Professionals," and " Investment Sales Professionals," as used in Article III, refer to Employees of the Employer or any Participating Subsidiary performing such functions as such terms are generally understood within the Employer or such Participating Subsidiary.

" Insurance Sales Matching Contributions" has the meaning set forth in Section 3.2(c).

" Participant" means (a) an Employee who has satisfied the eligibility requirements of Article III for any Plan Year and (b) has amounts credited to his or her Account under the terms of Article VI.

" Participating Subsidiary" means the following affiliates of the Employer as of the Plan' s Effective Date: PruLease, PAMCO, Prudential Investment Corporation, Prudential Bank & Trust, INTECH, Prudential Mutual Funds LLC, Prudential Real Estate Affiliates, PTC Services, Inc., Prudential HR Management Company, Prudential Mortgage Capital Company LLC, and Prudential Financial, Inc. (effective as of January 1, 2002). In addition to these entities, the term " Participating Subsidiary" means

(a) any affiliate of the Employer, including, but not limited to (i) any member of a " controlled group of corporations" (as such term is defined in Code Section 1563(a), without regard to the limitations of Code Sections 1563(a)(4) and 1563(e)(3)(C)) of which the Employer is a member,

(ii) any trade or business, whether incorporated or not, which for any part of a Plan Year is considered to be under common control with the Employer under Code Section 414(c),

(iii) any member of an affiliated service group (as such term is defined under Code Section 414(m)) of which the Employer is a member; and


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(b) that the Compensation Committee of the Board as of the Effective Date or hereafter has designated as an entity whose employees may be eligible to participate under the applicable terms of the Plan.

" Participation Agreement" means the agreement submitted by a Participant to the Committee (or its representative, Corporate Compensation (including any Plan Administrator designated by Corporate Compensation)) prior to the beginning of the Deferral Period, with respect to a Deferral Commitment made for such Deferral Period.

" Plan" means this Deferred Compensation Plan as amended from time to time.

" Plan Year" means the calendar year.

" Post-2004 Account" means a sub-account established within a Participant' s Account pursuant to Section 6.1 to separately record the portion, if any, of a Participant' s Account which is attributable to Eligible Compensation that had been credited to such Account and which was earned or vested after December 31, 2004, and earnings thereon.

" Pre-2005 Deferred Compensation Account" means a sub-account established within a Participant' s Account pursuant to Section 6.1 to separately record the portion, if any, of a Participant' s Account which is attributable to Eligible Compensation that had been credited to such Account and which was earned and vested as of December 31, 2004, and earnings thereon. " Prudential Cash Balance Pension Plan" means the Prudential Cash Balance Pension Plan Document, a component of the Company Retirement Plan.

" Prudential Traditional Retirement Plan" means The Prudential Traditional Retirement Plan Document, a component of the Company Retirement Plan.

" Retires" or " Retirement" means a Participant' s Termination of Employment (as defined below, including the special provisions applicable to a Continuing Service Participant) on or after the earliest date on which he or she satisfies any of the following conditions: ( i ) has attained age 50 and has completed 20 years of service; ( ii ) has attained age 55 and has completed 10 years of service or ( iii ) has attained age 65. Whether a Participant Retires or has reached Retirement shall be determined regardless of whether, as of the date of his or her Termination of Employment, the Participant has commenced receipt of his or her Pension from the Prudential Traditional Retirement Plan or any comparable retirement plan sponsored by the Employer or Participating Subsidiary " Termination of Employment" means a Participant' s separation from service from the 409 Service Recipients for any reason other than death; provided however , that, in the case of any Continuing Service Participant, the term Termination of Employment or Retirement (and any similar terms used in this Plan) shall be deemed to refer to the date at which such Participant incurs a " separation from service," within the meaning of Section 409A of the Code and the regulations promulgated thereunder, from the 409A Service Recipients. This means that rather than being entitled to receive a distribution hereunder upon, or at a specified time following, a termination of employment, a Continuing Service Participant shall only be entitled to receive such distribution upon, or at a specified time following, such a separation from service. " Unforseeable Emergency" means a severe financial hardship to the Participant resulting from an illness or accident of the Participant or the Participant' s spouse or dependents; loss of the Participant' s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Whether a Participant has an Unforseeable Emergency shall be determined on the particular facts and circumstances pertaining to such Participant, in accordance with the provisions of Section 409A of the Code and the regulations promulgated thereunder.


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ARTICLE III-

ELIGIBILITY, PARTICIPATION AND DEFERRAL COMMITMENTS

3.1 Eligibility and Participation

(a) Eligibility . Eligibility to participate in the Plan shall be limited to any one of the following Employees (each, an " Eligible Employee" ) who is:

(i) at Vice President rank (Grade 06P) and above;

(ii) at Managing Director rank and above; and/or

(iii) the following select group of management and highly compensated Employees who satisfy the Annual Compensation thresholds set forth below as of the particular Plan Year (if noted):

(A) For Plan Year 2000 Deferral Commitments only:

(I) An Investment Professional at Senior Vice President and Vice President rank whose Annual Compensation exceeds (or is anticipated to exceed) $200,000 in any Plan Year; and

(II) An Institutional and Retirement Sales Professional at Vice President rank whose Annual Compensation exceeds (or is anticipated to exceed) $250,000 in any Plan Year; (B) For Plan Year 2001 Deferral Commitments and beyond:

(I) An Investment Professional at Senior Vice President and Vice President rank whose Annual Compensation exceeds (or is anticipated to exceed) $200,000 in any Plan Year;

(II) An Investment Sales Professional at Regional Manager rank and above whose Annual Compensation exceeds (or is anticipated to exceed) $200,000 in any Plan Year; and (III) An Institutional Sales Professional at Sales Manager rank and above whose Annual Compensation exceeds (or is anticipated to exceed) $200,000 in any Plan Year; and/or

(C) An Insurance Sales Professional whose Annual Compensation exceeds (or is anticipated to exceed) $100,000 for such Plan Year.

(b)

Participation . An Eligible Employee may elect to participate in the Plan with respect to the Deferral Period by submitting a Participation Agreement by the 31 st day of December, or such other date specified in the enrollment materials, which must be in the year preceding the Plan Year in which the services in respect of which the Eligible Compensation is payable commence to be performed by the Participant. 3.2 Deferral Commitments and Insurance Sales Professionals Matching Contributions

(a) Eligible Compensation . The following compensation is eligible for deferral, in whole or in part, under the Plan by an Eligible Employee (" Eligible Compensation" ): (i) Grants under the Employer' s or any Participating Subsidiary' s long-term incentive award plans, the precise amounts of which, as of the time such Employee may complete a Participation Agreement, are unknown to such Employee;


PAGE 6 - DEFERRED COMPENSATION PLAN (ii) Grants under the Employer' s or any Participating Subsidiary' s sales bonus award plans, the precise amounts of which, as of the time such Employee may complete a Participation Agreement, are unknown to such Employee;

(iii) Grants under the Employer' s or any Participating Subsidiary' s annual incentive award plans, the precise amounts of which, as of the time such Employee may complete a Participation Agreement, are unknown to such Employee; and

(iv) For Insurance Sales Professionals described in Section 3.1(a)(iii)(c) above, all amounts in excess of $100,000 of Annual Compensation earned during the Plan Year subsequent to the year in which such Employee executes a Participation Agreement in accordance with the terms of Section 3.4.

For purposes of this Section 3.2(a), the term " Eligible Compensation" does not include any (a) salary payments made to Eligible Employees (except as may be included under the terms of Section 3.2(a)(iv) above), (b) any supplemental bonuses paid to an Eligible Employee that are not part of a compensation plan sponsored by the Employer or any Participating Subsidiary, (c) any severance payments paid to an Eligible Employee, or (d) any amounts under any such long-term incentive award, sales bonus award or annual incentive award plans or other programs or arrangements that are " guaranteed" by the Employer or any Participating Subsidiary to an Eligible Employee, whether or not as part of an employment or severance agreement with such Eligible Employee, or are otherwise known or determinable by such Employee as of the time of such Eligible Employee' s enrollment in the Plan pursuant to a Participation Agreement. Notwithstanding anything else contained herein to the contrary, so long as an Eligible Employee completes a Participation Agreement in respect thereof at a time established by Corporate Compensation in compliance with the requirements of Section 409A of the Code, grants under the Employer' s or any Participating Subsidiary' s notional carried interest investment plan, as to which the Eligible Employee had an earned and vested right to payment as of December 31, 2004 and payment of which is made after 2007, shall be treated as Eligible Compensation.

(b) Form of Deferral . The amount of Eligible Compensation that Eligible Employees may defer under the Plan with respect to services to be performed in any subsequent Plan Year or Years (the " Deferral Commitment" ) shall be indicated on any Participation Agreement as a percentage (in five percent (5%) increments up to eighty percent (80%)) for Participants that are Insurance Sales Professionals; and for all other Participants, a percentage (in five percent (5%) increments up to eighty-five percent (85%) of such participant' s annual incentive award or long-term incentive award.

(c) Insurance Sales Professional Matching Contribution . For any Eligible Employee who is an Insurance Sales Professional and who makes a Deferral Commitment under the Plan in respect of any Plan Year, an Insurance Sales Professional Matching Contribution shall be made on such Participant' s behalf with respect to the Deferral Com ...