Retirement. of a prospectus covering securities that have been registered under

BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE Benefits PROTECTION HEALTH CARE Upon RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES Retirement COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION The HEALTH PESP CARE and RETIREMENT Stock Plans WORK/LIFE sections BENEFITS of this FLEXIBILITY document CHOICES constitute COMPETITIVE part COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES of a prospectus covering securities that have been registered under COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE the Securities COVERAGE Act of PROTECTION 1933. HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE PROTECTION HEALTH CARE RETIREMENT WORK/LIFE BENEFITS FLEXIBILITY CHOICES COMPETITIVE COVERAGE

Important Notice This booklet is intended to help you understand the main features of the benefits upon retirement applicable to eligible employees, and to provide information regarding your benefits. This booklet is not a substitute for the official Plan Document(s), which governs the operation of the benefits described. All terms and conditions of these Plans, including your eligibility and any benefits, will be determined pursuant to and are governed by the provisions of the applicable Plan Document(s). If there is any discrepancy between the information in this booklet or in any other Prudential materials relating to the benefits described and the actual Plan Document(s), or if there is a conflict between information discussed by anyone acting on Prudential s behalf and the actual Plan Document(s), the Plan Document(s), as interpreted by the applicable Plan Administrator in its sole discretion will always govern. The Prudential Employee Savings Plan (PESP) portion of this booklet constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. The Stock Plans portion of this booklet constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. Prudential may, in its sole discretion, modify, amend, suspend or terminate any and all of the policies, programs, Plans and benefits, including those described in this booklet, 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 booklet 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. This booklet is not intended to address your situation if you are not eligible to retire when your employment with Prudential and its Affiliates ends. In that case, you should instead refer to the applicable Summary Plan Description (SPD) booklet, including any subsequent related Summaries of Material Modifications (SMMs) of the SPD booklet, or the booklet entitled Benefits When Your Employment Ends. For more details on any Plan or program, please refer to your SPD booklets and any subsequent related SMMs of the SPD booklets. Benefits Upon Retirement Page i

Inside You Will Find How to Begin the Retirement Process...1 If You Plan to Retire Within the Next 12 Months...1 When You re Within 90 Days of Your Official Retirement Date...1 Status of Benefits Upon Retirement...3 Health Care and Personal Protection Programs...18 How to Contact the Prudential Benefits Center...18 Online Access...18 Via the Internet...18 Via the Prudential Intranet...18 Viewing This Booklet Online...18 Telephone Access...19 Mail Access...19 Terms and Conditions...19 Financial Support for Retiree Health Care...20 Retiree Medical Savings Account...20 RMSA Auto-Reimbursement Option...20 Eligible Dependents...21 If You Die After Retirement...21 Medical...22 Eligibility...22 Things to Consider...22 Important Information About COBRA Continuation and Retiree Medical Program Coverage...23 If You Wish to Decline Retiree Medical Program Coverage (for Example, Because You Intend to Enroll for COBRA Medical Continuation Coverage)...23 If You Wish to Enroll for Retiree Medical Program Coverage (and Decline COBRA Medical Continuation Coverage)...23 Enrolling in COBRA Continuation Coverage...23 Your Medical Program Identification Cards...24 Medicare...24 Enrolling in Retiree Medical Program Coverage...25 Retiree Medical Program Coverage Options...25 Qualified Dependent Coverage...26 Retiree Prescription Drug Coverage...26 Your Retiree Medical Program Identification Cards...26 Your Identification Card for Retiree Prescription Drug Benefits...27 Cost of Coverage...27 RMSA Auto-Reimbursement Option...27 Medicare...27 Adjustments to Medicare Premiums...28 Retiree Medical Program E Indemnity and Medicare...29 About Medicare Advantage Programs...29 Benefits Upon Retirement Page ii

About the Medicare Cost Program...29 Enrolling in a Medicare Advantage Program or the Medicare Cost Program...30 Enrolling in a Medicare Advantage Program or Medicare Cost Program Outside the Annual Enrollment Period...30 Enrolling in a Medicare Advantage Program or Medicare Cost Program During the Annual Enrollment Period...31 If You Change Your Medicare Advantage Program or Medicare Cost Program Enrollment in the Future...31 If You Die After Retirement...31 For More Information...32 Dental...33 Eligibility...33 Things to Consider...33 If You re Under Age 65...34 Important Information About COBRA Continuation and Retiree Dental Program Coverage...34 If You Wish to Decline Retiree Dental Program Coverage (for Example, Because You Intend to Enroll for COBRA Dental Continuation Coverage)...34 If You Wish to Enroll for Retiree Dental Program Coverage (and Decline COBRA Dental Continuation Coverage)...34 Enrolling in COBRA Continuation Coverage...34 Your Dental Program Identification Cards...35 Medicare...35 Enrolling in Retiree Dental Program Coverage...35 Retiree Dental Program Coverage Options...35 If You re Under Age 65...35 If You re Age 65 or Older...35 Qualified Dependent Coverage...35 Your Retiree Dental Identification Cards...36 Cost of Coverage...36 RMSA Auto-Reimbursement Option...36 If You Die After Retirement...36 For More Information...36 Vision...37 Eligibility...37 Things to Consider...37 Vision Discount Program...37 Vision Care Insurance Program...37 Important Information About COBRA Continuation and Vision Care Insurance Coverage Under the Retiree Vision Program...37 If You Wish to Decline Vision Care Insurance Coverage Under the Retiree Vision Program (for Example, Because You Intend to Enroll for COBRA Vision Continuation Coverage)...38 If You Wish to Enroll for Vision Care Insurance Coverage Under the Retiree Vision Program (and Decline COBRA Vision Continuation Coverage)...38 Enrolling in COBRA Continuation Coverage...38 Benefits Upon Retirement Page iii

Your Vision Care Insurance Program Identification Cards...38 Medicare...38 Retiree Vision Program Coverage Options...38 Enrolling in Retiree Vision Care Insurance Program Coverage...39 Qualified Dependent Coverage...39 Your Retiree Vision Program Identification Cards...39 Cost of Coverage...39 RMSA Auto-Reimbursement Option...39 If You Die After Retirement...40 For More Information...40 Group Life and Accident...41 Eligibility...41 When Your Coverage as an Active Employee Ends...41 Conversion Provision for Basic Group Life, Group Universal Life, Dependent Term Life and Survivor Benefits Life Insurance...42 To Convert Coverage...42 Group Universal Life Insurance Portability Provision...42 Group Universal Life Insurance Cash Accumulation Fund...42 Continuation of Survivor Benefits Life Insurance...43 For More Information...43 Disability...44 When Coverage Ends...44 Continuing Coverage...44 Long Term Care...45 Continuing Coverage...45 Flexible Spending Accounts...46 When Contributions End...46 Reimbursements After You Retire...46 Example...46 Continuing Coverage...47 Health Care Reimbursement Account and Limited Purpose HCRA...47 Dependent Care Reimbursement Account...47 Group Legal Program...48 When Coverage Ends...48 Extension of Benefits...48 Employee Assistance Program...49 When Coverage Ends...49 Enrolling in COBRA Continuation Coverage...49 Clinic Program...50 When Coverage Ends...50 Enrolling in COBRA Continuation Coverage...50 Health Coaching Program...51 Benefits Upon Retirement Page iv

When Coverage Ends...51 Enrolling in COBRA Continuation Coverage...51 Health Coaching Program for Retirees Under Age 65...51 Best Doctors Program...52 When Coverage Ends...52 Enrolling in COBRA Continuation Coverage...52 Best Doctors Program for Retirees Under Age 65...52 Contact Information...53 Capital Accumulation Plans...56 How to Access Information About Your Capital Accumulation Plans...57 PESP and SESP...57 PESP Terms and Conditions...57 Retirement Plan, Supplemental Retirement Plan and Premier Plus Pension Enhancement Plan...57 Deferred Compensation Plan...57 Prudential Employee Savings Plan...58 When Contributions End...58 What Happens to Your PESP Account When Your Employment Ends...58 How Your Vested Account Balance Can Be Paid...59 If Your Vested Account Balance Is $5,000 or Less...59 If Your Vested Account Balance Exceeds $5,000 (or Such Higher Amounts as May Be Permitted by Law)...60 Tax Implications...61 Requesting a Distribution...62 ESOP Cash Dividend Election and Dividend Distributions...62 Outstanding Loans...62 How to Name a Beneficiary...63 If You Die...63 Section 16 Officers...63 Supplemental Employee Savings Plan...65 When Contributions End...65 What Happens to Your SESP Account Once Your Employment Ends...65 If You Were an Agency Distribution Financial Professional on January 1, 2008 (or Your Date of Hire, If Later)...65 If You Were Any Other Type of Employee on January 1, 2008 (or Your Date of Hire, If Later)...65 Retirement Plan...67 Overview...67 Which Retirement Plan Formula Applies to You...67 Accessing Retirement Plan Information Through the Prudential Benefits Center Website...68 Viewing Retirement Plan Information...68 Using the Prudential Benefits Center Website to Plan for Your Retirement...68 How to Name a Beneficiary...70 Starting Your Pension Benefit...70 Cash Balance Formula...70 Benefits Upon Retirement Page v

What Happens to Your Cash Balance Formula Benefit Once Your Employment Ends...70 When You May Start Your Cash Balance Formula Benefit...71 If You Are Not Vested...71 If You Are Vested...71 How Your Cash Balance Formula Benefit Can Be Paid...71 If You Die...72 If You Die Before Cash Balance Formula Benefit Payments Begin...72 If You Die After Cash Balance Formula Benefit Payments Begin...72 For More Information...72 Traditional Pension Formula...72 What Happens to Your Traditional Pension Formula Benefit Once Your Employment Ends...72 When You May Start Your Traditional Pension Formula Benefit...73 If You Are Not Vested...73 If You Are Vested...73 How Your Traditional Pension Formula Benefit Can Be Paid...73 Optional Forms of Payment...73 Alternative Methods of Payment...73 If You Die...74 If You Die Before Traditional Pension Formula Benefit Payments Begin...74 If You Die After Traditional Pension Formula Benefit Payments Begin...74 For More Information...74 PSI Cash Balance Pension Plan...74 What Happens to Your PSI Cash Balance Pension Plan Benefit Once Your Employment Ends...74 When You May Start Your PSI Cash Balance Pension Plan Benefit...75 How Your PSI Cash Balance Pension Plan Benefit Can Be Paid...75 If You Die...76 If You Die Before PSI Cash Balance Pension Plan Benefit Payments Begin...76 If You Die After PSI Cash Balance Pension Plan Benefit Payments Begin...76 For More Information...76 Supplemental Retirement Plan...77 Which Supplemental Retirement Plan Formula Applies to You...77 Accessing Supplemental Retirement Plan Information...77 How to Designate a Beneficiary...77 Starting Your Pension Benefit...77 Supplemental Retirement Plan Cash Balance Formula...78 What Happens to Your Supplemental Retirement Plan Cash Balance Formula Benefit Once Your Employment Ends...78 How Your Supplemental Retirement Plan Cash Balance Formula Benefit Will Be Paid...78 When Your Supplemental Retirement Plan Cash Balance Formula Benefit Will Be Paid...79 If You Were an Agency Distribution Financial Professional on January 1, 2008 (or Your Date of Hire, If Later)...79 If You Were Any Other Type of Employee on January 1, 2008 (or Your Date of Hire, If Later)..79 Benefits Upon Retirement Page vi

FICA Taxes...80 If You Die...80 If You Die Before Your Supplemental Retirement Plan Cash Balance Formula Benefit Begins...80 If You Die After Your Supplemental Retirement Plan Cash Balance Formula Benefit Begins...80 For More Information...80 Supplemental Retirement Plan Traditional Pension Formula...81 What Happens to Your Supplemental Retirement Plan Traditional Pension Formula Benefit Once Your Employment Ends...81 How Your Supplemental Retirement Plan Traditional Pension Formula Benefit Will Be Paid...81 When Your Supplemental Retirement Plan Traditional Pension Formula Benefit Will Be Paid...82 If You Were an Agency Distribution Financial Professional on January 1, 2008 (or Your Date of Hire, If Later)...82 If You Were Any Other Type of Employee on January 1, 2008 (or Your Date of Hire, If Later)..82 FICA Taxes...83 If You Die...83 If You Die Before Your Supplemental Retirement Plan Traditional Pension Formula Benefit Begins...83 If You Die After Your Supplemental Retirement Plan Traditional Pension Formula Benefit Begins...83 For More Information...84 Premier Plus Pension Enhancement Plan...85 What Happens to Your Premier Plus Pension Enhancement Plan Benefit Once Your Employment Ends...85 How Your Premier Plus Pension Enhancement Plan Benefit Will Be Paid...86 When Your Premier Plus Pension Enhancement Plan Benefit Will Be Paid...86 FICA Taxes...86 If You Die...86 If You Die Before Your Premier Plus Pension Enhancement Plan Benefit Is Paid...86 If You Die After Your Premier Plus Pension Enhancement Plan Benefit Is Paid...86 For More Information...86 Deferred Compensation Plan...87 What Happens to Your Deferred Compensation Plan Account When Your Employment Ends...87 How to Access Your Deferred Compensation Plan Account...87 Stock Plans...88 Status of Equity Grants Upon Approved Retirement...88 Prudential Stock Purchase Plan...88 Stock Options...89 Restricted Stock Units...89 Section 16 Officers...90 How to Access Information About Your Stock Plan Accounts...90 For Stock Options, Restricted Stock, Restricted Stock Units and Performance Shares: Go to the E*TRADE Website...90 Benefits Upon Retirement Page vii

How to Activate Your E*TRADE Account...91 For Book Value Units and Performance Units: Go to the MullinTBG Website...91 If You Have Questions...92 Other Plans and Programs...93 Discounts and Retirement Gifts...93 PruPerk$...93 What Happens When You Retire...93 Retirement Gift...93 What Happens When You Retire...93 Volunteering and Community...93 Community Involvement Programs...93 What Happens When You Retire...93 Prudential Matching Gifts Program...93 What Happens When You Retire...94 Prudential CARES Volunteer Grants Program...94 What Happens When You Retire...94 Health and Wellness...94 WebMD...94 What Happens When You Retire...94 Weight Watchers...94 What Happens When You Retire...94 On-Site Fitness Centers...95 What Happens When You Retire...95 Fitness Center Discounts...95 What Happens When You Retire...95 Dependent Care...95 Education...95 Aid to Education Programs...95 What Happens When You Retire...96 If You Have an Outstanding Letter of Credit Under the Tuition Assistance Program...96 How to Pay Back Your Outstanding Letter of Credit...96 Prudential Foundation Scholarship Program...96 What Happens When You Retire...96 On-Site Degree Program...97 What Happens When You Retire...97 Toastmasters...97 What Happens When You Retire...97 Financial...97 Paid Time Off Bank...97 What Happens When You Retire...97 Example...97 For More Information...98 Benefits Upon Retirement Page viii

Mutual Fund Investment Program...98 What Happens When You Retire...98 Continuing Coverage...98 Commuter Benefits Program...98 What Happens When You Retire...98 Prudential Financial Planner Discount...99 What Happens When You Retire...99 Budget Coaching...99 What Happens When You Retire...99 Prudential World MasterCard...99 What Happens When You Retire...99 LifeSolutions...99 Insurance...100 Veterinary Insurance...100 What Happens When You Retire...100 Payroll Budget Plan (Life Insurance)...100 What Happens When You Retire...100 Continuing Coverage...100 Europ Assistance USA Identity Theft Assistance Program...100 What Happens When You Retire...100 Continuing Coverage...100 Other...100 Employee Referral Program...100 What Happens When You Retire...100 Benefits Upon Retirement Page ix

How to Begin the Retirement Process Welcome to retirement. Once you ve set your retirement goals, developed and followed a plan to reach them and understand your Prudential retirement package (that is, the benefits, programs and sources of income Prudential offers to you in retirement), you ll need to decide whether the retirement date you have in mind still makes sense for you. With retirement lasting 25 years or more, you need to be sure that you won t outlive your retirement income. Once you ve made the decision that you re ready to retire, it s time to begin the retirement process. Here s an overview of what you can expect during your final year of employment with Prudential and its Affiliates. If You Plan to Retire Within the Next 12 Months About 12 months before you re ready to retire, call the Prudential Benefits Center at 1-800-PRU-EASY (1-800-778-3279). Follow the prompts for Pension and then ask to speak with a Retirement Counselor. You ll get a call back from a Retirement Counselor within two days. You ll be assigned a dedicated Retirement Counselor who will personally guide you through each step of the Prudential retirement process. Throughout the retirement process, you can contact your Retirement Counselor when you have questions or need assistance, and he or she may contact you to follow up or share important information with you. Note: 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. 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 Retirement Planning at Prudential drop-down list, select New Retirement Planning Site and Process. You can also access the website directly from the Internet at www.prudential.com/retiring (use the passphrase retire4now ). When You re Within 90 Days of Your Official Retirement Date The actionable phase of the retirement process begins approximately 90 days before your official retirement date. At that time, 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. During these final 90 days, you ll have a number of things to do. For example, you ll need to: Confirm your last day in the office with your manager and Human Resources Consultant. Confirm the accuracy of your personal information on file in Personal Profile. Verify your paid time off balance using Employee Self Service, and discuss any discrepancies with your paymaster or manager. Work with your Retirement Counselor so you re ready to make important decisions about your Retirement Plan and PESP benefits and your medical coverage during retirement. (You may want to consult a personal financial advisor about these decisions.) Submit any outstanding expenses incurred on your Company credit card and/or any expense vouchers, if applicable, for reimbursement. Benefits Upon Retirement Page 1

Return all Company property, such as your ID badge, keys, credit card, laptop and BlackBerry. Enter your final additional or overtime hours into the Time Reporting Online system on or before your last day of work, if you re a part-time or non-exempt employee. Your Retirement Counselor will also remind you of the steps you need to take along the way. Benefits Upon Retirement Page 2

Status of Benefits Upon Retirement It s important to understand what happens to your Prudential health care and personal protection, capital accumulation and stock plan benefits when you retire so that you can make decisions that make the most sense for your situation. This summary chart is designed to help you keep track of what you need to know and do as you and your dedicated Retirement Counselor work through the retirement process together. (For information about your dedicated Retirement Counselor, see How to Begin the Retirement Process beginning on page 1.) For detailed benefits information, review the applicable section of this booklet and/or the applicable Summary Plan Description (SPD) booklet, including any related Summaries of Material Modification (SMMs) of the SPD booklet or the Plan Document for each plan or program. Defense of Marriage Act (DOMA) and Same-Sex Marriage In 2013, the U.S. Supreme Court ruled that Section 3 of the Defense of Marriage Act (DOMA) was unconstitutional. As a result, validly married same-sex and opposite-sex couples must be given equal treatment under federal law, which includes the Employee Retirement Income Security Act of 1974, as amended (ERISA) and the Internal Revenue Code. If you are in a valid same-sex marriage, your spouse will be eligible for any spousal coverage and/or benefit options available under Prudential s health and welfare, retirement and 401(k) savings plans, assuming all other eligibility requirements are satisfied. The Prudential Employee Benefits Department is working to implement all of the changes necessary to ensure that Prudential s employee benefit plan administration is compliant with the changes to DOMA made by the U.S. Supreme Court s ruling. We are still awaiting additional guidance from federal agencies, but the process is well under way. Please keep in mind, however, that this booklet may not reflect all recent changes that may apply to your benefits. If you have Health and Welfare benefits questions, call the Prudential Benefits Center at 1-800-PRU-EASY (1-800-778-3279) and follow the prompts for Health & Welfare benefits. If you have Prudential Employee Savings Plan (PESP) questions, call Prudential Retirement at 1-800-PRU-EASY (1-800-778-3279) and follow the prompts for 401(k), or call 1-800-PRU-PESP (1-800-778-7377). If you have questions about The Prudential Merged Retirement Plan, call the Prudential Benefits Center at 1-800-PRU-EASY (1-800-778-3279) and follow the prompts for Pension. Benefits Upon Retirement Page 3

Benefits Program/Plan Financial Support for Retiree Health Care What Happens When You Retire If you are both retirement-eligible and eligible for Retiree Medical Program coverage, you ll receive the Retiree Medical Savings Account (RMSA) as Prudential s financial support for your retiree health care coverage. See Retiree Medical Savings Account on page 20 for more details. Steps to Take Read the RMSA Resources Guide, which explains what your RMSA is and how you may use it to reimburse yourself for premium payments. Whether or not you enroll in Prudential-sponsored retiree health care coverage, you can use the RMSA to pay for eligible retiree health care coverage costs. The RMSA Resources Guide is available on the Prudential Benefits Center website at www.prubenefitscenter.com or by accessing your RMSA account at www.uhchealthaccounts.com. To use your RMSA to pay for health care premiums for your eligible dependents not currently enrolled in Prudential-sponsored active coverage or for your domestic partner or qualified same-sex spouse, you must use the Prudential Benefits Center website at www.prubenefitscenter.com to enroll your eligible dependents for the RMSA. If you don t have access to a computer or the Internet, contact your Retirement Counselor, if applicable. Otherwise, call the Prudential Benefits Center at 1-800-PRU-EASY (1-800-778-3279) and follow the prompts for Health and Welfare benefits. Health Care Medical What Happens When You Retire Coverage under the active Medical Program ends at the end of the pay period in which you retire. You can choose to continue your active coverage through COBRA at 102% of the full cost of the coverage (generally for a maximum of 18 months) or to enroll in Retiree Medical Program coverage. Steps to Take To continue your active medical coverage through COBRA, make your COBRA election on the Prudential Benefits Center website. You will receive a COBRA Election Package shortly before the end of your employment (when possible) to allow time for you to review the COBRA offering and related information. If you re interested in continuing your coverage through COBRA, you must elect and pay for coverage by the deadlines indicated on the COBRA Election Form. Medical (continued) What Happens When You Retire (continued) About Retiree Medical Program Coverage If you aren t eligible for Medicare: You ll have access to Retiree Medical Program options that are similar to those available to active employees. However, if you re enrolled in an HMO that limits coverage for retired employees, your HMO coverage will end. You ll have the opportunity to choose alternate coverage. Steps to Take (continued) To enroll for Retiree medical coverage, make your election on the Prudential Benefits Center website (at www.prubenefitscenter.com). Your opportunity to make your election will begin up to 90 days before your retirement date and will continue for the 31 days on and following your actual retirement date. If you don t make an election by the deadline, you Benefits Upon Retirement Page 4

Benefits Program/Plan If you re eligible for Medicare: Your Retiree Medical Program options will differ from those available to active employees. If you enroll for coverage under Retiree Medical Program E Indemnity, Medicare will become the primary coverage provider for you and any Medicare-eligible dependents and your Prudential Retiree Medical Program coverage will be secondary. Refer to the Medical section beginning on page 22 for details. If you maintain a Cigna Health Savings Account (Cigna HSA) administered by JPMorgan Chase in connection with the High Deductible Health Program (HDHP): If you aren t eligible for Medicare, you can remain covered under the HDHP (through Retiree Medical Program E HDHP) and continue to contribute to the Cigna HSA through personal payment arrangements. If you disenroll from the HDHP for any reason (including becoming Medicare-eligible), you may keep your JPMorgan Chase-administered HSA open. You ll be responsible for paying the monthly account maintenance fees and investment account maintenance fees. You ll receive information from JPMorgan Chase explaining your options. If you don t make an election, your HSA will automatically transition to an HSA independently owned by you and administered by JPMorgan Chase. For more information, contact JPMorgan Chase at www.chase.com/hsa or 1-866-524-2483. will default to no Prudential-sponsored coverage. If you don t have access to a computer or the Internet, contact your Retirement Counselor, if applicable. Otherwise, call the Prudential Benefits Center at 1-800-PRU-EASY (1-800-778-3279) and follow the prompts for Health and Welfare benefits. If you re hearing-impaired, call your local relay service. A one-time enrollment rule applies for Prudential-sponsored Retiree medical coverage. Refer to the Medical section beginning on page 22 for details. You must notify Cigna member services at 1-888-502-4462 if you want to close your Cigna HSA. If you re eligible for Medicare: If you waived Medicare Part B coverage at age 65 because you were still an active employee, you should enroll in Medicare Part B coverage before you retire. You should enroll in Medicare Part B if you elect Prudential Retiree Medical Program coverage or COBRA continuation of your active medical coverage because both programs coordinate with Medicare. When you enroll for Medicare, the Social Security Administration may require you to complete a Request for Employment Information Form. If you receive this form, contact the Prudential Benefits Center at 1-800-PRU-EASY (1-800-778-3279) to complete the employer portion of this form. Benefits Upon Retirement Page 5

Benefits Program/Plan Dental What Happens When You Retire Coverage under the active Dental Program ends at the end of the pay period in which you retire. You can choose to continue your active coverage through COBRA at 102% of the full cost of the coverage (generally for a maximum of 18 months) or to enroll in Retiree Dental Program coverage. About Retiree Dental Program Coverage If you re under age 65 when you retire: You can enroll in one of the Retiree Dental Program options that are similar to those available to active employees or in the Dental Discount Program. If you re age 65 or older when you retire: You can enroll in the Dental Discount Program. Steps to Take To continue your active coverage through COBRA, make your COBRA election on the Prudential Benefits Center website. You will receive a COBRA Election Package shortly before the end of your employment (when possible) to allow time for you to review the COBRA offering and related information. If you re interested in continuing your coverage through COBRA, you must elect and pay for coverage by the deadlines indicated on the COBRA Election Form. To enroll for Retiree Dental Program coverage, make your election on the Prudential Benefits Center website (at www.prubenefitscenter.com). Your opportunity to make your election will begin up to 90 days prior to your retirement date and will continue for the 31 days on and following your actual retirement date. If you don t make an election by the deadline, you will default to no Prudential-sponsored retiree dental coverage. If you don t have access to a computer or the Internet, contact your Retirement Counselor, if applicable. Otherwise, call the Prudential Benefits Center at 1-800-PRU-EASY (1-800-778-3279) and follow the prompts for Health and Welfare benefits. If you re hearing-impaired, call your local relay service. Vision Vision Care Insurance What Happens When You Retire Coverage under the active Vision Care Insurance Program ends at the end of the pay period in which you retire. You ll be offered the choice of COBRA continuation of your active coverage at 102% of the full cost of the coverage (generally for a maximum of 18 months) or Vision Care Insurance Program coverage under the Retiree Vision Program. Steps to Take To continue your active coverage through COBRA, make your COBRA election on the Prudential Benefits Center website. You will receive a COBRA Election Package shortly before the end of your employment (when possible) to allow time for you to review the COBRA offering and related information. If you re interested in continuing your coverage through COBRA, you must elect and pay for coverage by the deadlines indicated on the COBRA Election Form. To enroll for Vision Care Insurance Program coverage under the Retiree Vision Program, make your election on the Prudential Benefits Center website (at www.prubenefitscenter.com). Your opportunity to make this election will begin up to 90 days prior to your retirement date and will continue for 31 days on and following your actual retirement date. If you don t make an election by the deadline, you will default to no Prudential-sponsored retiree Vision Care Insurance Program coverage. Benefits Upon Retirement Page 6

Benefits Program/Plan Vision Care Insurance (continued) Steps to Take (continued) If you don t have access to a computer or the Internet, contact your Retirement Counselor, if applicable. Otherwise, call the Prudential Benefits Center at 1-800-PRU-EASY (1-800-778-3279) and follow the prompts for Health and Welfare benefits. If you re hearing-impaired, call your local relay service. Vision Discount What Happens When You Retire Coverage under the active Vision Discount Program ends at the end of the pay period in which you retire. You ll be offered the choice of COBRA continuation of your active coverage at no cost (generally for a maximum of 18 months) or Vision Discount Program coverage under the Retiree Vision Program. Steps to Take To continue your active coverage through COBRA, make your COBRA election on the Prudential Benefits Center website. You will receive a COBRA Election Package shortly before the end of your employment (when possible) to allow time for you to review the COBRA offering and related information. If you re interested in continuing your coverage through COBRA, you must elect coverage by the deadline indicated on the COBRA Election Form. Review the Vision Discount Program Brochure, which contains your Vision Discount Program identification card. This Brochure with an ID card for the Vision Discount Program is available on the Prudential Benefits Center website at www.prubenefitscenter.com under the Forms and Materials link from the Health & Welfare Benefits menu or you may call the Prudential Benefits Center at 1-800-PRU-EASY (1-800-778-3279) and follow the prompts for Health and Welfare benefits. You do not need to take any action to enroll in coverage through the Vision Discount Program under the Retiree Vision Program. Group Accident and Life Basic Group Life What Happens When You Retire Your Basic Group Life coverage is reduced to $10,000 as of your retirement date. You can convert your lost coverage to an individual policy at your own expense, without evidence of good health, provided you do so before the later of: 31 days after the date your coverage ends or is reduced; or 15 days after you receive your package from the Prudential Benefits Center containing your notice of conversion, but no more than 91 days after the date your coverage ends or is reduced. Steps to Take To continue your coverage by converting it to an individual policy, call your local Prudential agent or the Prudential Group Life Conversion Unit at 1-800-435-5171 between 9 a.m. and 5 p.m., Eastern time, Monday through Friday. You will need your conversion notice in order to convert your coverage. Your conversion notice will be included with the Confirmation of Coverage notice you ll receive about two weeks after your retirement. You can also call the Prudential Benefits Center at 1-800-PRU-EASY (1-800-778-3279) and follow the prompts for Health and Welfare benefits with any questions regarding the conversion notice. Benefits Upon Retirement Page 7

Benefits Program/Plan Basic Group Life (continued) Steps to Take (continued) To review and/or update (if necessary) your beneficiary designation(s), visit the Prudential Benefits Center website at www.prubenefitscenter.com, then click on the Health & Welfare Benefits tab and select Beneficiaries. Or call the Prudential Benefits Center at 1-800-PRU-EASY (1-800-778-3279) and follow the prompts for Health and Welfare benefits. Basic Accidental Death & Dismemberment What Happens When You Retire Coverage ends on your last day of employment. However, if you are placed on a paid terminal leave of absence preceding your retirement date, coverage ends on the last day you were actively at work before the start of the paid terminal leave. Steps to Take Not applicable Business Travel Accident What Happens When You Retire Coverage ends on your last day of employment. However, if you are placed on a paid terminal leave of absence preceding your retirement date, coverage ends on the last day you were actively at work before the start of the paid terminal leave. Steps to Take Not applicable Group Universal Life What Happens When You Retire Coverage ends at the end of the pay period in which you retire. You can continue this coverage via the portability feature, provided you pay the required premiums within 31 days of the date your coverage ends. Or, if you wish to convert all or any part of your coverage to an individual policy, you must notify the insurance carrier and pay the required contributions before the later of: 31 days after the date your coverage ends; or 15 days after you receive your package from the Prudential Benefits Center containing your notice of conversion, but no more than 91 days after the date your coverage ends. Steps to Take To continue your Group Universal Life coverage through the portability provision, complete the application you ll receive in the Group Universal Life/Termination package from the Prudential Group Universal Life Customer Service Division about two weeks after your retirement. For more information, call the Prudential Group Universal Life Customer Service Division at 1-800-562-9874. You will also receive a notice from the Prudential Benefits Center with information regarding your portability rights about two weeks after your retirement. To convert your Group Universal Life coverage to an individual policy, call your local Prudential agent or the Prudential Group Life Conversion Unit at 1-800-435-5171 between 9 a.m. and 5 p.m., Eastern time, Monday through Friday. You will need your conversion notice in order to convert your coverage. Your conversion notice will be included with the Confirmation of Coverage notice you will receive about two weeks after your retirement. You can also call the Prudential Benefits Center at 1-800-PRU-EASY (1-800-778-3279) and follow the prompts for Health and Welfare benefits with any questions regarding the conversion notice. Benefits Upon Retirement Page 8

Benefits Program/Plan Supplemental Accidental Death & Dismemberment What Happens When You Retire Coverage ends at the end of the pay period in which you retire. Steps to Take Not applicable Dependent Term Life What Happens When You Retire Coverage ends at the end of the pay period in which you retire. Your eligible dependents may continue this coverage by converting it to an individual policy. If your eligible dependents wish to convert all or any part of their coverage to an individual policy, you must notify the insurance carrier and pay the required contributions before the later of: 31 days after the date your coverage ends; or 15 days after you receive your package from the Prudential Benefits Center containing your notice of conversion, but no more than 91 days after the date your coverage ends. Steps to Take To convert your coverage to an individual policy, call your local Prudential agent or the Prudential Group Life Conversion Unit at 1-800-435-5171 between 9 a.m. and 5 p.m., Eastern time, Monday through Friday. You will need your conversion notice in order to convert your coverage. Your conversion notice will be included with the Confirmation of Coverage notice you will receive about two weeks after your retirement. You can also call the Prudential Benefits Center at 1-800-PRU-EASY (1-800-778-3279) and follow the prompts for Health and Welfare benefits with any questions regarding the conversion notice. Survivor Benefits Life Insurance What Happens When You Retire If you re under age 65: Survivor Benefits may be continued, provided you continue making the required contributions, if applicable. If you re age 65 or older: Survivor Benefits may continue or may end at the end of the pay period in which you retire, depending on the ages of your covered dependents. If coverage ends, you may convert all or any part of your coverage to an individual policy. To do so, you must notify the insurance carrier and pay the required contributions before the later of: 31 days after the date your coverage ends; or 15 days after you receive your package from the Prudential Benefits Center containing your notice of conversion, but no more than 91 days after the date your coverage ends. See Continuation of Survivor Benefits Life Insurance on page 43 for more information. Steps to Take If coverage will not end, you don t need to take any action to continue coverage. Benefits will continue, provided you continue making the required contributions, if applicable. To discontinue coverage, call the Prudential Benefits Center at 1-800-PRU-EASY (1-800-778-3279), and follow the prompts for Health and Welfare benefits. If coverage will end and you want information on converting to an individual policy, call your local Prudential agent or the Prudential Group Life Conversion Unit at 1-800-435-5171 between 9 a.m. and 5 p.m., Eastern time, Monday through Friday. You will need a conversion notice in order to convert your coverage. Your conversion notice will be included with the Confirmation of Coverage notice you will receive about two weeks after your retirement. You can also call the Prudential Benefits Center at 1-800-PRU-EASY (1-800-778-3279) and follow the prompts for Health and Welfare benefits with any questions regarding the conversion notice. Benefits Upon Retirement Page 9

Benefits Program/Plan Disability (Short Term Disability 1, Long Term Disability and Optional Long Term Disability) What Happens When You Retire Coverage ends on your last day of employment. However, if you are placed on a paid terminal leave of absence preceding your retirement date, coverage ends on the last day you were actively at work before the start of the paid terminal leave Steps to Take Not applicable Long-Term Care (LTC) What Happens When You Retire Your LTC coverage will continue on a direct billing basis. Your premium rate won t be affected. Your coverage is guaranteed renewable by the insurance carrier. It will continue as long as you pay your premiums on time and don t exhaust your Lifetime Maximum. After you retire, you ll receive a direct bill from the insurance carrier. You must pay the premium shown on the bill within 60 days of the premium due date. If you don t pay the premium by that date, your coverage will terminate retroactive to the last day of the month in which you retired. Steps to Take Your coverage will continue on a direct billing basis as long as you pay your premiums on time and don t exhaust your Lifetime Maximum. If you later choose to change or discontinue your coverage, notify the Long-Term Care Customer Service Center at 1-866-439-8631 between 8 a.m. and 8 p.m., Eastern time, Monday through Friday. Flexible Spending Accounts Health Care Reimbursement Account (HCRA) and Limited Purpose HCRA What Happens When You Retire Your participation ends at the end of the pay period in which your employment ends. You may request reimbursement from your HCRA or Limited Purpose HCRA for eligible health care expenses (dental and vision expenses only for the Limited Purpose HCRA) incurred through your final pay period. You may continue to contribute to the HCRA or Limited Purpose HCRA on an after-tax basis for the remainder of the calendar year by electing COBRA continuation coverage. If you continue to participate through COBRA for the remainder of the calendar year, you may request reimbursement from your Steps to Take To continue to participate in your HCRA or Limited Purpose HCRA through COBRA, make your COBRA election on the Prudential Benefits Center website. You will receive a COBRA Election Package shortly before the end of your employment (when possible) to allow time for you to review the COBRA offering and related information. If you re interested in continuing your coverage through COBRA, you must elect and pay for coverage by the deadlines indicated on the COBRA Election Form. 1 Short Term Disability coverage (except certain state-mandated benefits) is not available to Agency Distribution Sales Professionals (i.e., Financial Professionals, Financial Professional Associates and Prudential Representatives) with an adjusted service date of January 1, 2005, or after. Benefits Upon Retirement Page 10

Benefits Program/Plan Health Care Reimbursement Account (HCRA) and Limited Purpose HCRA (continued) What Happens When You Retire (continued) HCRA or Limited Purpose HCRA for eligible health care expenses (dental and vision expenses only for the Limited Purpose HCRA) incurred through March 15 of the following year. Generally, if you don t continue to participate through COBRA, only those eligible expenses (dental and vision expenses only for the Limited Purpose HCRA) incurred before your participation ended will be eligible for reimbursement. Cigna, the HCRA administrator, must receive all claims and supporting documentation on or before June 30 of the year following the calendar year in which your employment ends. Dependent Care Reimbursement Account (DCRA) 2 What Happens When You Retire Coverage ends at the end of the pay period in which you retire. Generally, for the DCRA 2, you may incur eligible dependent care expenses from January 1 or the date your participation began, if later, through the end of the pay period during which your employment ends. You cannot make additional DCRA 2 contributions after your employment ends. All claims including supporting documentation must be received by Cigna on or before June 30 of the year following the Calendar Year in which your employment ends. Please note: Under the terms of the Prudential Flexible Benefits Plan, expenses are eligible for DCRA 2 reimbursement only if the dependent care provided allows you to work or to seek employment. Steps to Take Submit eligible claims to Cigna for reimbursement by the deadline. Group Legal Program 2 What Happens When You Retire In general, coverage ends at the end of the pay period in which you retire. Coverage will be extended to cover any legal services that you or a qualified dependent started before your coverage ended, provided you have retained an attorney. Steps to Take To continue coverage for legal services already in progress, call Hyatt Legal Plans at 1-800-821-6400 between 8 a.m. and 7 p.m., Eastern time, Monday through Friday, or visit the Hyatt Legal Plans website at www.legalplans.com. 2 The Dependent Care Reimbursement Account and the Group Legal Program are not available to Agency Distribution Financial Professionals or Agency Distribution Financial Professional Associates. Please note: Prudential Representatives are eligible for these Programs. Benefits Upon Retirement Page 11