Agency Distribution Financial Professionals

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Important Notice This Summary Plan Description (SPD) booklet, including any subsequent related Summaries of Material Modifications (SMMs), is intended to help you understand the main features of Component One (The Prudential Traditional Retirement Plan Document) and Component Three (the Prudential Cash Balance Pension Plan Document) of The Prudential Merged Retirement Plan (the Plan ) applicable to Agency Distribution Financial Professionals and Agency Distribution Financial Professional Associates, and to provide information regarding your benefits. This SPD booklet, including any subsequent related SMMs, constitutes the latest SPD of Component One (The Prudential Traditional Retirement Plan Document) and Component Three (the Prudential Cash Balance Pension Plan Document) of The Prudential Merged Retirement Plan. The Prudential Merged Retirement Plan also covers other classes of Employees as described in other SPD booklets that cover those specific Employee populations. This SPD booklet, including any subsequent related SMMs, is not a substitute for the official Plan Document, which governs the operation of the Plan. All terms and conditions of this Plan, including your eligibility and any benefits, will be determined pursuant to and are governed by the provisions of the Plan Document. If there is any discrepancy between the information in this SPD booklet, including any subsequent related SMMs, or in any other Prudential materials relating to this Plan and the actual Plan Document, or if there is a conflict between information discussed by anyone acting on Prudential s behalf and the actual Plan Document, the Plan Document, as interpreted by the Plan Administrator in its sole discretion, will always govern. Prudential may, in its sole discretion, modify, amend, suspend or terminate any and all of its HR policies, programs, Plans and benefits including those described in this SPD booklet, including any subsequent related SMMs, in whole or in part, at any time, without notice to or consent of any participant, employee or former employee to the extent permissible under applicable law. Nothing contained in this SPD booklet, including any subsequent related SMMs, is intended to constitute or create a contract of employment nor shall it constitute or create the right to remain associated with or in the employ of Prudential for any particular period of time. In addition, no oral or written statements made by anyone acting on Prudential s behalf are intended to create the right to remain associated with or in the employ of Prudential for any particular period of time. Employment with Prudential is employment-at-will. This means that either you or Prudential may terminate the employment relationship at any time, with or without cause or notice. Agency Distribution Financial Professional Associates) Page i

Retirement Plan Highlights The table below summarizes the key features of the Retirement Plan and tells you where to find more details about these features in this SPD booklet. Plan Feature Description and where to find more information Page Who Can Participate in the Plan Generally, all full-time and part-time Employees and Agency Distribution Financial Professionals are eligible to participate in the Plan. 8 Who Pays the Cost of the Plan Prudential provides the Retirement Plan at no cost to you. 9 When You Become Vested What Benefit Formula Applies to You Cash Balance Formula Generally, you become Vested in your accrued benefit under the Retirement Plan if, while employed by Prudential, you complete three years of Vesting Service, reach age 65, die in active service, or begin receiving long term disability benefits under The Prudential Welfare Benefits Plan. If you were hired or re-hired on or after January 1, 2001, your benefit is calculated under the Cash Balance Formula. If you were an eligible Employee in the Retirement Plan on December 31, 2000, you were offered a choice of Retirement Plan formulas. You could have elected to have your pension benefit calculated under the Traditional Pension Formula or the Cash Balance Formula. Your Retirement Plan formula election became effective on January 1, 2002, provided you remained continuously Employed by Prudential or an Affiliate from December 31, 2000, through January 1, 2002. How benefits are determined: An account is set up in your name to which Basic Credits (2% to 14% of your Eligible Earnings based on your age and years of Cash Balance Service) and Interest Credits are allocated each month. When benefits are paid: Vested benefits can be paid on the first day of the month on or following the date your Employment with Prudential ends or you may defer payment to a later date (but no later than the first day of the month on or following your 65 th birthday). How benefits are paid: You may choose from a number of payment options, including a lump sum and different forms of annuity payments. Survivor benefits: If you die before receiving payment of your benefit, your surviving Spouse or designated Beneficiary(ies) will be eligible to receive the entire value of your Cash Balance Account. If you become disabled: If you are eligible to receive long term disability benefits from The Prudential Welfare Benefits Plan, your Cash Balance Account will continue to earn Basic Credits and Interest Credits until you receive payment of your pension benefit or are no longer eligible to receive long term disability benefits from The Prudential Welfare Benefits Plan. If you receive a distribution of your Cash Balance Account, your long term disability benefit payment will be offset for pension benefits paid from the Retirement Plan. 10 13 15 16 18 23 26 Agency Distribution Financial Professional Associates) Page ii

Plan Feature Description and where to find more information Page Traditional Pension Formula How and When to File a Request for a Benefit How benefits are determined: Your normal pension benefit is determined using a three step formula that takes into account your Eligible Earnings, Covered Compensation and your years of Credited Service. Generally, if you begin receiving your pension benefit before age 65, your benefit will be reduced by a percentage. When benefits are paid: Generally, after your Employment with Prudential ends, you can begin receiving your Vested pension benefit as early as the first day of the month on or following your 55 th birthday (but no later than the first day of the month on or following your 65 th birthday). How benefits are paid: In general, you may choose from a number of annuity options. 36 Survivor benefits: If you die before your pension benefit payments begin, survivor benefits depend on your marital status and Retirement-Eligibility at the time of your death. If you become disabled: You may elect to begin receiving your pension benefit as early as the first day of the month on or following your 55 th birthday (but no later than the first day of the month on or following your 65 th birthday). However, if you are eligible to receive long term disability benefits from The Prudential Welfare Benefits Plan, your long term disability benefit payment will be offset for pension benefits paid from the Retirement Plan. To commence your pension benefit, generally you or anyone entitled to a benefit must complete and file an application between 30 to 90 days before the date you want your Retirement Plan benefit to begin. Visit the Prudential Benefits Center website at www.prubenefitscenter.com or call the Prudential Benefits Center at 1-800-PRU-EASY (1-800-778-3279) and follow the prompts for Pension, and follow the instructions to speak to a Prudential Benefits Center Representative. 30 27 45 48 50 Agency Distribution Financial Professional Associates) Page iii

Inside You Will Find Retirement Plan Highlights... ii Introduction... 1 How to Contact the Prudential Benefits Center... 2 Online Access... 2 Via the Internet... 2 Via the Prudential Intranet... 2 Viewing This SPD Booklet Online... 2 Telephone Access... 2 Mail Access... 2 Terms and Conditions... 3 Accessing Retirement Plan Information Through the Prudential Benefits Center Website... 4 How to Log In and View Retirement Plan Information... 4 Using the Prudential Benefits Center Website to Plan for Your Retirement... 4 How to Name a Beneficiary... 6 How to Commence a Benefit from the Retirement Plan... 6 If You Are Retiring from Active Employment with Prudential... 6 If You Are a Former Employee or You Are Not Retiring from Active Employment with Prudential... 7 Joining the Plan... 8 Who Is Eligible... 8 Who Is Not Eligible... 8 How to Enroll... 9 Cost... 9 Vesting... 10 Vesting Service... 10 How Vesting Service Is Calculated... 10 If You Were Hired on or After January 1, 2001... 10 If You Were Hired Before January 1, 2001... 10 If You Were Re-hired... 11 Vesting Start Date... 11 Separation from Service Date... 11 Break-in-Service... 12 Which Retirement Plan Formula Applies to You... 13 If You Were Hired on or After January 1, 2001... 13 If You Were Hired Before January 1, 2001, and Were Eligible for a Pension Choice Election... 13 If You Were Re-hired on or After January 1, 2001... 13 Agency Distribution Financial Professional Associates) Page iv

If You Have a Benefit Under the Traditional Pension Formula and the Cash Balance Formula... 13 If You Were Hired Before June 1, 1975... 14 Cash Balance Formula... 15 How Your Cash Balance Account Is Determined... 15 Basic Credits... 15 Interest Credits... 16 Other Cash Balance Credits and Benefits... 16 If Your Employment with Prudential and Its Affiliates Ends... 16 When You May Commence Your Cash Balance Formula Benefit... 16 If You Are Not Vested... 16 If You Are Vested... 17 How Your Payable Cash Balance Formula Benefit Will Be Determined... 18 Lump Sum... 18 Annuity... 19 Whipsaw... 20 How Your Cash Balance Formula Benefit Can Be Paid... 20 Normal Form of Payment... 20 Optional Forms of Payment... 21 Special Optional Forms of Benefit Payment... 22 Survivor Benefits... 23 If You Die Before Cash Balance Formula Payments Commence... 23 If Your Beneficiary Is Not Your Spouse... 23 If Your Beneficiary Is Your Spouse... 23 If You Die After Cash Balance Formula Payments Commence... 24 Designation of Beneficiary(ies)... 24 If You Are Single... 24 If You Are Married... 24 Additional Information About Beneficiary Designations... 24 If Your Employment with Prudential and Its Affiliates Ends and You Are Later Re-hired... 25 If You Take an Approved Leave of Absence... 25 How Your Vesting Service Is Determined During a Leave of Absence... 25 How Your Cash Balance Formula Benefit Is Determined During a Leave of Absence... 25 Basic Credits... 25 Interest Credits... 26 If You Become Disabled... 26 How Your Vesting Service Is Determined While Disabled... 26 Agency Distribution Financial Professional Associates) Page v

How Becoming Disabled Will Affect the Determination of Your Benefit... 26 Basic Credits... 26 Interest Credits... 26 When You May Commence Your Cash Balance Formula Benefit... 26 Traditional Pension Formula... 27 When You May Commence Your Pension Benefit... 27 If You Are Not Vested... 27 If You Are Vested... 27 Retirement Eligibility... 28 Normal Retirement... 28 Early Retirement... 28 Late Retirement... 29 Involuntary Termination... 29 If You Are Retirement-Eligible When Your Employment Ends... 30 How Your Pension Benefit Is Calculated... 30 Normal Pension Benefit Calculation... 30 Early Pension Benefit Calculation... 32 Protection of Accrued Pension Benefit... 36 Other Benefits... 36 How Your Pension Benefit Can Be Paid... 36 Normal Forms of Payment... 36 Optional Forms of Payment and Alternative Methods of Payment... 37 If You Are Not Retirement-Eligible When Your Employment Ends... 41 How Your Pension Benefit Is Calculated... 41 How Your Pension Benefit Can Be Paid... 43 Normal Forms of Payment... 43 Optional Forms of Payment and Alternative Methods of Payment... 44 Survivor Benefits... 45 If You Die Before Pension Benefit Payments Commence... 45 If You Are Single... 45 If You Are Married... 45 If You Die After Pension Benefit Payments Commence... 46 Minimum Death Benefit... 46 If You Die While Performing Qualified Military Service... 46 If Your Employment with Prudential and Its Affiliates Ends and You Are Reemployed After December 31, 2000... 46 Agency Distribution Financial Professional Associates) Page vi

If You Take an Approved Leave of Absence... 47 How Your Vesting Service Is Determined During a Leave of Absence... 47 How a Leave of Absence Will Affect the Determination of Your Benefit... 47 If You Become Disabled... 48 How Your Vesting Service Is Determined While Disabled... 48 How Becoming Disabled Will Affect the Determination of Your Benefit... 48 When You May Commence Your Traditional Pension Formula Benefit... 48 Other Information About Benefits Under the Retirement Plan... 49 Payment of Small Pensions... 49 How to Request a Benefit Estimate... 50 How to File a Request to Commence a Benefit... 50 If You Are Retiring from Active Employment with Prudential... 50 If You Are a Former Employee or You Are Not Retiring from Active Employment with Prudential... 50 If Your Request for a Benefit Is Denied... 51 Federal and State Income Tax Withholding from Annuity Payments... 51 Federal Tax Withholding from Lump-Sum Payments... 51 Direct Distribution... 51 Direct Rollover to Another Employer s Tax-Qualified Plan or a Traditional IRA... 51 Direct Rollover to a Roth IRA... 52 For More Information... 52 Annual Federal and State Income Tax Reporting... 52 Internal Revenue Code Limits... 52 Maximum Compensation... 52 Maximum Benefits... 52 Top Heavy Rules... 52 Administrative Information... 53 Governing Plan Documents... 53 Plan Administration and Funding... 53 Plan Administrator... 53 Plan Sponsor... 53 Plan Basics... 54 Employer Identification Number... 54 Plan Year... 54 Funding of Plan Benefits... 54 Trustee Information... 54 Plan Amendment or Termination... 54 Agency Distribution Financial Professional Associates) Page vii

Assignment of Benefits... 55 Qualified Domestic Relations Orders... 55 Pension Insurance... 55 Claims and Appeals Procedures... 56 Making a Claim for a Benefit... 56 How to File a Claim for a Benefit... 56 If You Are Retiring from Active Employment with Prudential... 56 If You Are a Former Employee or You Are Not Retiring from Active Employment with Prudential... 57 What Information to Include in a Claim... 57 When to File a Claim... 57 Notice of Adverse Benefit Determination... 57 How to Appeal an Adverse Benefit Determination... 58 What Information to Include in Your Appeal... 58 Administrative Committee Consideration... 58 When You Can Expect a Response... 59 Legal Action... 59 Statement of ERISA Rights... 59 Your Rights... 59 Receive Information About Your Plan and Benefits... 59 Prudent Actions by Plan Fiduciaries... 60 Enforce Your Rights... 60 Assistance with Your Questions... 60 Service of Legal Process... 61 Benefit Adjustment... 61 Glossary... 62 Appendix A... 73 Basic Credit Percentage Table... 73 Appendix B... 77 Historical Vesting Information... 77 Appendix C... 78 Other Cash Balance Credits or Benefits... 78 Opening Account Balance... 78 Transition Credits... 78 Demutualization Credit... 79 Eligibility... 79 Agency Distribution Financial Professional Associates) Page viii

Vesting... 79 Calculating Demutualization Credits... 79 QSERP Benefits... 80 2003 QSERP... 80 2012 QSERP... 80 How the QSERPs Affect Your Cash Balance Formula Benefit... 80 Appendix D... 81 Additional Traditional Pension Formula Benefits... 81 Demutualization Credit... 81 Eligibility... 81 Vesting... 81 Calculating Demutualization Credits... 81 QSERP Benefits... 81 2003 QSERP... 82 2012 QSERP... 82 Determining Your Qualified Plan Traditional Pension Formula Benefit... 82 Supplements... 82 Enhanced Benefit... 83 Example... 83 Individuals in Service Before June 1, 1975... 84 For More Information... 84 Minimum Death Benefit... 84 Agency Distribution Financial Professional Associates) Page ix

Introduction Throughout this SPD booklet, you will see terms with first letters that are capitalized. Generally, when you see these terms, you can check the Glossary at the back for detailed definitions and how the definitions apply to the benefits described in the SPD booklet. The Prudential Merged Retirement Plan (the Plan ) is intended to help you provide for your financial security throughout your retirement years. Together with The Prudential Employee Savings Plan (PESP) and your personal savings, the Plan is intended to provide a solid foundation upon which to build your future financial security. The Plan is a defined benefit pension plan. It was first adopted in 1941, and has been amended from time to time over the years. The Plan currently has three components: Component One: The Prudential Traditional Retirement Plan Document (which will be referred to as the Traditional Pension Formula ); Component Two: the Prudential Securities Incorporated Cash Balance Pension Plan Document (which will be referred to as the PSI Plan ); and Component Three: the Prudential Cash Balance Pension Plan Document (which will be referred to as the Cash Balance Formula ). The information that appears in this booklet constitutes a Summary Plan Description (SPD) of Components One and Three of The Prudential Merged Retirement Plan, as in effect as of January 1, 2014. These two components, taken together, are referred to as the Retirement Plan throughout this SPD booklet. Please note that the provisions described in this SPD booklet apply to Agency Distribution Sales Professionals, including: Agency Distribution Financial Professionals; and Agency Distribution Financial Professional Associates. A separate SPD booklet containing information pertaining to other groups of Employees has been prepared and is available to those Employees. In addition, there is a separate SPD booklet that describes the PSI Plan (Component Two), which is available to Employees covered by the PSI Plan. Agency Distribution Financial Professional Associates) Page 1

How to Contact the Prudential Benefits Center Throughout this Summary Plan Description (SPD) booklet, you will see references to the Prudential Benefits Center, which is your primary resource for information about your Retirement Plan benefits. You can reach the Prudential Benefits Center online, by telephone or by mail. Online Access Through the Prudential Benefits Center website, you can: View Retirement Plan information; Project the amount of your future Retirement Plan pension benefit; Designate your Beneficiary; Begin the process of commencing your Retirement Plan pension benefit; and Use the Contact Us link to send an email directly to the Prudential Benefits Center. For more information, see the Accessing Retirement Plan Information Through the Prudential Benefits Center Website section beginning on page 4. Via the Internet Log on to www.prubenefitscenter.com to access the Prudential Benefits Center website 24 hours a day, 7 days a week. Via the Prudential Intranet Visit PRU Today, select the My Prudential tab under Most Popular, then go to the Pay & Retirement Savings tab. Then under Related Links in the right column, select LOGIN Retirement Plan (Pension) Online. Detailed instructions for using the Prudential Benefits Center website are in the Accessing Retirement Plan Information Through the Prudential Benefits Center Website section beginning on page 4. If you do not have a computer or Internet access, follow the instructions below for contacting the Prudential Benefits Center by telephone or by mail. Viewing This SPD Booklet Online This SPD booklet is available in PDF form on the Prudential Benefits Center website. Telephone Access If you have any questions about the Retirement Plan, your participation in it, or this SPD booklet, you may call 1-800-PRU-EASY (1-800-778-3279), follow the prompts for Pension, and follow the instructions to speak to a Prudential Benefits Center Representative. Prudential Benefits Center Representatives are available to assist you from 8 a.m. to 6 p.m., Eastern time, Monday through Friday, except on holidays. For the hearing-impaired, please contact your local relay service. Mail Access The mailing address for filing claims is: Prudential Benefits Center P.O. Box 563996 Charlotte, NC 28256-3996 Agency Distribution Financial Professional Associates) Page 2

Terms and Conditions When you use the Prudential Benefits Center website at www.prubenefitscenter.com and the Prudential Interactive Voice Response (IVR) systems, you are agreeing to use them under the terms and conditions prescribed by the Company. These terms and conditions are maintained on the Prudential Benefits Center website for easy reference. Or, to obtain a copy, call the Prudential Benefits Center at 1-800-PRU-EASY (1-800-778-3279) and follow the prompts for Pension, and follow the instructions to speak to a Prudential Benefits Center Representative. Agency Distribution Financial Professional Associates) Page 3

Accessing Retirement Plan Information Through the Prudential Benefits Center Website You can access information about the Retirement Plan through the Prudential Benefits Center website 24 hours a day, 7 days a week via the Internet (at www.prubenefitscenter.com). How to Log In and View Retirement Plan Information Follow these steps to view information about the Retirement Plan: Access the Prudential Benefits Center website via the Internet (at www.prubenefitscenter.com): Click Begin ; On the Log In page, enter your User ID and Password in the spaces provided; and Read all of the information contained on this Log In page, then click Enter to reach the Welcome Page for the Prudential Benefits Center website; To access information about the Retirement Plan, open the Retirement Planning drop-down list, then click any of the following links: Projected Income link allows you to project your estimated pension benefit (see Using the Prudential Benefits Center Website to Plan for Your Retirement beginning below); Retirement Process link allows you to begin the commencement process online; Summary Plan Description link, which provides your Retirement Plan SPD booklet as well as other benefits documents; Recent Requests link, which allows you to review requests that you recently submitted on the Prudential Benefits Center website; Beneficiaries link where you can view and/or change your Beneficiary; Review Account link, which provides you with your Cash Balance Account balance as of a current date. If you have more than one Cash Balance Account, a drop-down menu will appear on this page under the Plan heading. You will need to select each one and click Redisplay. If you want to see your Cash Balance Account balance as of a prior date, you will need to enter the prior date and click Redisplay ; Key Dates link, which outlines your retirement dates, including your earliest retirement date, earliest unreduced date, normal retirement date and earliest commencement dates under both the Traditional Pension and Cash Balance Formulas; and Future Payments link, which will indicate if you are currently receiving any benefits. For most active Employees, this link will not appear since there are no future payments on file for you. Using the Prudential Benefits Center Website to Plan for Your Retirement You can project your pension benefit on the Prudential Benefits Center website. The Pension Modeling Tool allows you to modify assumptions used to project your potential pension benefit, such as your last day of Employment, potential earnings, interest rates and Spouse or Contingent Annuitant information. To use the Pension Modeling Tool: Open the Retirement Planning drop-down list and then click the Projected Income link to access the tool; Agency Distribution Financial Professional Associates) Page 4

Once on the Projected Income page, you can enter assumptions to run your pension benefit projection. To view a description of most of the assumptions, move your cursor over the assumption and read a description of the assumption and any parameters you need to keep in mind when entering your own assumptions. For some entries, you also have a drop-down menu that provides you with your range of choices and for others, you need to click on the field to see the description. The following tips may help you complete the entries needed to make your projection: Last Day of Employment: If you are eligible to retire at age 55 and would like to project your potential pension benefit to begin at age 55, use the specific date fields and enter the last day of the month in which you turn age 55. If your birthday is the first day of the month, enter the last day of the previous month. For example, if your birthday is February 9, 1960, enter 2/28/2015. If your birthday is February 1, 1960, enter 1/31/2015. Please note that if you have pension benefits determined under the Traditional Pension Formula or you chose the Cash Balance Formula during the Pension Choice Election process in 2001, you must enter a date that is no earlier than the Last Day of Employment described above for retirement at age 55 in order to be considered Retirement-Eligible. Also note, if you enter age 55, the calculation will assume your last day of Employment is on your 55 th birthday, which for most individuals means that you will not be considered Retirement-Eligible; Date You Begin Receiving Benefits: If you have a pension benefit under more than one formula or plan, you may need to enter different commencement dates to see an estimate for each; Current Year Eligible Earnings Amount and Next Year Eligible Earnings Amount: The Current Year Eligible Earnings Amount and the Next Year Eligible Earnings Amount fields will default to your last calendar year s Eligible Earnings amount; If you are entering a Last Day of Employment that is in the Current Year or Next Year, you will need to enter the amount of Eligible Earnings you expect to receive by the Last Day of Employment entered; The Pension Modeling Tool WILL NOT prorate the earnings amount displayed or entered in the Current Year or Next Year (but it will prorate for following years, if applicable). This means that if you do not prorate or change your earnings to reflect your Last Day of Employment, you will not receive an accurate estimate. For example, if your annual earnings are expected to be $80,000 and you are estimating a retirement date of July 1 in the current year, you will need to modify your Current Year Eligible Earnings Amount to something closer to $40,000 to reflect that you will work for half of the year; After you have modified all applicable assumptions, click the Project Pension Benefit button to obtain your estimates; If you have a benefit under more than one pension benefit formula, you should select the dropdown menu in the Your Benefit field, select whether you want to view your payments as monthly or annual amounts and then select the Redisplay button. You will need to complete this same process for each of the formulas under which you have a benefit; and Other forms of payment may be available that are not displayed in the calculation results provided. If you would like an estimate for a form of payment not displayed, please contact the Prudential Benefits Center at 1-800 PRU-EASY (1-800-778-3279); and Agency Distribution Financial Professional Associates) Page 5

To save your calculation to review it at a future date, enter a description of the calculation in the box provided at the bottom of the page, then click Save. To view your saved calculations, click View Your Saved Projections. Please note: The pension estimates provided by the Pension Modeling Tool are non-binding and are not a guarantee of your actual pension benefit. Your actual pension benefit may differ from the estimate and can only be determined after you make your election, after final data is verified and after all necessary pension calculations are completed. How to Name a Beneficiary You may use the Prudential Benefits Center website to name a Beneficiary. On the Prudential Benefits Center website (at www.prubenefitscenter.com), open the Retirement Planning drop-down list; Select Beneficiaries, then scroll to the Retirement Plan and select Update Beneficiaries ; and Follow the on screen instructions. If spousal consent is required, you will need to print and complete an additional form. How to Commence a Benefit from the Retirement Plan To receive any benefit earned under the Retirement Plan, generally you or anyone entitled to a benefit must no longer be in active service with Prudential and its Affiliates. To commence your pension benefit, you must apply for it. To file a request for a benefit, an application should be completed and filed between 30 to 90 days before the date you want your Retirement Plan pension benefit to commence. If You Are Retiring from Active Employment with Prudential If you are retiring from active service, about 12 months before your expected retirement date, you can call the Prudential Benefits Center and request that a personal Retirement Counselor be assigned to you. Your dedicated Retirement Counselor will guide you through each step of the Prudential retirement process from confirming your retirement eligibility and helping you finalize your retirement date, to explaining the benefits available to you at retirement and helping you complete the necessary forms. Generally, you are not required to commence your pension benefit when you retire, if you have not yet reached your Normal Retirement Date. You can also access the Retiring from Prudential website for help with retirement planning and the retirement process. You can find information about your Prudential retirement benefits, including what happens to all your benefits when you retire, a Retirement Action Checklist to help you understand the steps in the retirement process and track your progress through those steps, as well as a Frequently Asked questions (FAQ) tool to get answers to your retirement questions. To access the Retiring from Prudential website visit PRU Today, select the My Prudential tab, then from the Pay & Retirement Savings drop-down list, select Retirement Planning at Prudential. Then click on the Retiring from Prudential link under New Retirement Planning Site and Process. You can also access the website directly from the Internet at www.prudential.com/retiring (use your Prudential systems username and password or the passphrase retire4now ). Approximately 90 days before your official retirement date, your Retirement Counselor will prepare a Personalized Retirement Statement for you. Your statement will provide a summary of what you can expect as you retire and what actions you may need to take. You and your Retirement Counselor will review this information during a follow-up call and you ll be able to ask any questions you may have. You won t be assigned a Retirement Counselor until you re within 12 months of your expected retirement date. Before then, you can call the Prudential Benefits Center at 1-800-PRU-EASY (1-800-778-3279) and follow the prompts for Pension and ask to speak with a retirement specialist. Retirement specialists can answer your questions and provide general retirement information. Agency Distribution Financial Professional Associates) Page 6

If You Are a Former Employee or You Are Not Retiring from Active Employment with Prudential To commence your pension benefit, visit the Prudential Benefits Center website (at www.prubenefitscenter.com), then open the Retirement Planning drop-down list and select the Retirement Process link. Click on Making Your Pension Benefit Elections to begin the commencement process online. You may complete the entire process online or call the Prudential Benefits Center for assistance from a dedicated retirement specialist. Agency Distribution Financial Professional Associates) Page 7

Joining the Plan Who Is Eligible All full-time and part-time Employees of The Prudential Insurance Company of America or a Participating Affiliate (together referred to as Prudential ) and Agency Distribution Financial Professionals are generally eligible to participate in Components One and Three (the Retirement Plan ) of The Prudential Merged Retirement Plan (the Plan ) beginning on their first day of Employment, except that Employees hired on or after January 1, 2001, are eligible only for Component Three (the Cash Balance Formula) and Agency Distribution Sales Professionals hired on or after January 1, 2005, begin participating on the one-year anniversary of their first day of employment. Some special conditions also apply. For example, non-resident aliens and International Employees are eligible only pursuant to special agreements. (A separate SPD booklet describes the benefits available to eligible Employees other than Agency Distribution Sales Professionals.) Who Is Not Eligible Generally, you are not eligible to participate in the Retirement Plan if you are: Included in a collective bargaining unit, unless the collective bargaining agreement specifically provides for participation in the Retirement Plan; A non-resident alien with no earned income from sources within the United States; Employed by an Affiliate that does not participate in the Retirement Plan; Deemed to be an Employee under Section 530 of the Revenue Act of 1978 (for example, state dental directors and dental consultants); An International Employee; A student intern hired or re-hired on or after June 1, 2007; A retired or former Employee, except to the extent of service prior to separation from service; An Agency Distribution Financial Professional Emeritus, Agent Emeritus, Premier Retired Representative or Retired Representative, except to the extent of service prior to entering these categories; An Agency Distribution Probationary Financial Professional hired on or after September 1, 2008, and who participates in a development program within Agency Distribution pursuant to an employment agreement for a period that is not expected to exceed 26 weeks; An independent contractor (other than an Agency Distribution Financial Professional); An individual service provider compensated through an employee leasing company, temporary employment agency or other third-party agency; An individual who would be treated as an Employee solely by reason of such individual being treated as either part of an affiliated service group or a leased employee under the Internal Revenue Code and regulations; or Any other individual who performs services for Prudential but is not treated as an Employee for federal tax purposes at the time the individual renders services. Please refer to the Plan Document for a complete listing of the classes of Employees who are ineligible to participate in the Retirement Plan. If you would like to request a Plan Document, you should write to the Plan Administrator at the address shown in the Plan Administrator section on page 53. Agency Distribution Financial Professional Associates) Page 8

How to Enroll All eligible Employees are enrolled automatically in the Retirement Plan. There are no enrollment forms to complete. Cost The Plan is provided by Prudential at no cost to you, and Prudential s contributions to the Plan are actuarially determined. While in the past the Plan provided for Employee contributions, these contributions are no longer required or allowed. However, any non-withdrawn Employee contributions remain in the Plan. Agency Distribution Financial Professional Associates) Page 9

Vesting Vesting refers to your non-forfeitable right to receive a benefit under the Retirement Plan. Once you become Vested and your Employment with Prudential or its Affiliates ends, you are entitled to receive any benefit you have earned under the Retirement Plan. Generally, you become 100% Vested in your accrued benefit under the Retirement Plan if you: Complete three years of Vesting Service while Employed by Prudential or its Affiliates; Reach age 65 while Employed by Prudential or its Affiliates; Die while Employed by Prudential or its Affiliates; Begin to receive long term disability benefits (this does not include long term disability benefits paid while on accommodation leave) under The Prudential Welfare Benefits Plan; or Were re-hired by Prudential on or after January 1, 2001, and you were Employed by Prudential or its Affiliates at any time prior to January 1, 2001. In this case, you will be Vested in all benefits you earn under the Cash Balance Formula during your new period of Employment. Please note: Special rules apply if you were hired before January 1, 2001 or if you had an accrued benefit under the Retirement Plan as of April 30, 2007, or as of December 6, 2013. See Historical Vesting Information in Appendix B on page 77 for more information. Vesting Service Vesting Service is used to determine an eligible Employee s: Non-forfeitable right to receive a benefit under the Retirement Plan; Eligibility for early retirement under the Traditional Pension Formula (or the Grandfathered Minimum Benefit provisions of the Cash Balance Formula); and Eligibility for post-retirement medical, dental, life insurance and vision benefits. In general, you receive Vesting Service for periods of Employment with Prudential or its Affiliates, and certain periods of Employment with an entity before it becomes an Affiliate (subject to the terms of the contract governing the transaction). How Vesting Service Is Calculated If You Were Hired on or After January 1, 2001 If you were hired by Prudential or its Affiliates on or after January 1, 2001, your Vesting Service is based solely on the elapsed time service crediting rules. Under the elapsed time service crediting rules, you earn Vesting Service from your vesting start date to your Separation from Service Date. Vesting Service is measured in years and days. For example, if your Separation from Service Date is September 29, 2008, and your vesting start date is April 3, 2001, your Vesting Service would be equal to seven years and 179 days (Separation from Service Date minus vesting start date). If You Were Hired Before January 1, 2001 If you were Employed by Prudential or its Affiliates before January 1, 2001, your Vesting Service equals the sum of all Vesting Service you have earned under the hours of service crediting rules in effect prior to January 1, 2001, and all Vesting Service you have earned under the elapsed time service crediting rules in effect on and after January 1, 2001. Under the hours of service crediting rules that were in effect prior to 2001, you earned one year of Vesting Service for each calendar year in which you completed at least 1,000 hours of service. For Agency Distribution Financial Professional Associates) Page 10

calendar years in which you completed less than 1,000 hours of service, you were credited with a partial year of Vesting Service, which was determined by dividing your hours of service by 1,000. For example, if you completed 553 hours of service in a calendar year, you were credited with.553 years of Vesting Service (553 hours of service divided by 1,000). The elapsed time service crediting rules in effect on and after January 1, 2001, are described in the If You Were Hired on or After January 1, 2001 section on page 10. If You Were Re-hired If you are a re-hired Employee, any Vesting Service you earned during your prior period of Employment will be added to the Vesting Service you earn in your subsequent period of Employment, unless your prior Vesting Service is not counted due to a Break-in-Service. (See Break-in-Service on page 12 for more information.) Vesting Start Date For purposes of determining Vesting Service, generally your vesting start date under the elapsed time service crediting rules is your original hire date, provided you do not have a Separation from Service Date. If you have a Separation from Service Date, your Vesting Start Date may be adjusted as described in the Separation From Service Date section beginning below and the Break-In-Service section on page 12. In addition, the following rules may apply in determining your vesting start date: If you are an eligible Employee who was originally hired prior to January 1, 2001, your vesting start date is determined by converting your Vesting Service earned as of December 31, 2000, under the hours of service crediting rules, to a date that will provide you with the same Vesting Service through December 31, 2000, as if the elapsed time service crediting rules had been in effect. For example, if you had earned 3.5 years of Vesting Service through December 31, 2000, your vesting start date would be equal to July 1, 1997 (that is, January 1, 2001, minus three years and six months); If you are an eligible Employee and your Employment with Prudential and its Affiliates ends (for example, you resign, are involuntarily terminated or retire) on or after January 1, 2001, and you are then re-hired within one year of the date your Employment ended, your vesting start date remains your previous vesting start date. In other words, if you are separated from Prudential and its Affiliates for less than one year, then return to active service with Prudential or its Affiliates, you will be given Vesting Service credit for the period of time between your Separation from Service Date and your re-hire date; or If you are an eligible Employee and your Employment with Prudential and its Affiliates ends on or after January 1, 2001, while you are on an unpaid leave of absence or while you are receiving long term disability benefits under The Prudential Welfare Benefits Plan, and you are then re-hired with Prudential or its Affiliates within one year of the date your period of absence began, your vesting start date is your previous vesting start date. Vesting Service credit is given for the entire period of the unpaid leave of absence or long term disability as well as the period of time you were not in active service, if the total period of time is less than one year. Separation from Service Date When calculating Vesting Service, your Separation from Service Date is generally the earlier of: The date your Employment ends due to voluntary or involuntary termination, retirement or death; or The first anniversary of your first date of absence for reasons other than voluntary or involuntary termination, retirement, or death (for example, commencement of an unpaid leave of absence, long term disability, long term disability accommodation leave or exhaustion of short term disability without either becoming eligible for long term disability or returning to active Employment). Also, if a Disabled Employee (as defined under the Disability Program) becomes eligible to receive long term disability benefits under the Disability Program, such person shall be treated as having first been absent from service for purposes of determining Vesting Service on the date he/she became eligible to receive such long term disability benefits (rather than on the date he/she was first absent from service on account of short term disability). Agency Distribution Financial Professional Associates) Page 11

If you return to service within 12 months of the date your period of absence began, your period of absence will be counted toward your Vesting Service. If your period of absence began during 2000 and continued after January 1, 2001, you will be treated, for purposes of determining Vesting Service, as having begun your period of absence on January 1, 2001. Break-in-Service You will incur a Break-in-Service if you are not Vested and you have five or more consecutive Break Years. If you are not Vested and a Break-in-Service occurs, your Vesting Service as of the end of the Break-in-Service is forfeited, and no service prior to the Break-in-Service, including Cash Balance Service and Credited Service, is counted for any purpose under the Retirement Plan. You will not forfeit your prior service if you are Vested in the Retirement Plan prior to the Break-in-Service. A Break Year occurs if your Employment ends and you are not reemployed by Prudential or its Affiliates within a: Consecutive 12-month period beginning on the date your Employment ends; or Consecutive 24-month period beginning on the date your Employment ends, if you are absent from work for maternity or paternity reasons. You will incur an additional Break Year for each consecutive 12-month period during which you are not reemployed by Prudential or its Affiliates. If you are reemployed by Prudential or its Affiliates, and you have not incurred a Break-in-Service, your Vesting Service is restored and all prior Break Years are disregarded. You are treated as absent from work for maternity or paternity reasons if you are not performing duties due to: Your pregnancy; The birth of your child; The placement of a child with you in connection with your adoption of the child; or The need to care for your child immediately after birth or adoption. Eligible Employees who return from a military leave of absence covered by the Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA) within the required time frame under USERRA will not have incurred a Break-in-Service and will, therefore, not have a Separation from Service Date. In addition, these eligible Employees will receive credit for all of their prior Vesting Service, as well as credit for the entire period of the qualified military leave of absence, including eligibility, vesting and benefit accrual service for the qualifying leave. Generally, a qualified military leave of absence cannot exceed five years. (Note: To be eligible for USERRA benefits, USERRA requires that you give notice to Prudential or its Affiliates with exceptions prior to taking the leave and for you to certify on your return that the leave qualified and was for the purpose of an approved military service.) Agency Distribution Financial Professional Associates) Page 12