Prudential Financial, Inc. (the "Company") is filing as Exhibit 10.1 to this Form 8-K the form of Terms and Conditions of the 2009 Long-Term Incentive Program relating to stock option grants and restricted stock unit awards to its chairman and principal executive officer, principal financial officer and other executive officers in 2009 under the Prudential Financial, Inc. Omnibus Incentive Plan.

On February 10, 2009, the Board of Directors of the Company amended Article III,
Section 1, of the Company's By-Laws in order to implement a majority voting standard with respect to the election of Directors. Attached hereto as Exhibit 3.1 are the Amended and Restated By-laws of the Company, reflecting this amendment.

(d) Exhibits.

 3.1   Amended and Restated By-Laws of Prudential Financial, Inc. (effective
       February 10, 2009).

10.1   Form of Terms and Conditions of the 2009 Long-Term Incentive Program
       relating to stock option grants and restricted stock unit awards to the
       chairman and principal executive officer, principal financial officer and
       other executive officers under the Prudential Financial, Inc. Omnibus
       Incentive Plan.