EXECUTIVE CHANGE OF CONTROL SEVERANCE PROGRAM

Exhibit 10.1

PRUDENTIAL FINANCIAL, INC.

EXECUTIVE CHANGE OF CONTROL SEVERANCE PROGRAM

(Amended and Restated Effective as of October 10, 2006)

Prudential Financial, Inc. Executive Change of Control Severance Program

TABLE OF CONTENTS

Prudential Financial, Inc. Executive Change of Control Severance Program

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PRUDENTIAL FINANCIAL, INC.

EXECUTIVE CHANGE OF CONTROL SEVERANCE PROGRAM

(Amended and Restated Effective as of October 10, 2006)

ARTICLE I

PURPOSE AND OBJECTIVES

WHEREAS, Prudential Financial, Inc. (the “Company”) believes that, in the event it is confronted with a situation that could result in a change in ownership or control of the Company, continuity of management will be essential to its ability to evaluate and respond to such a situation in the best interests of shareholders;

WHEREAS, the Company also understands that any such situation will present significant concerns for certain key management personnel at the Company and designated senior officers of its subsidiaries or other affiliates with respect to financial and job security;

WHEREAS, the Company wants to be proactive in assuring itself and its subsidiaries and affiliates of the services of these critical individuals during the period in which it is confronting such a situation, and in providing such individuals with certain financial assurances to enable them to (i) perform their responsibilities without undue distraction and (ii) exercise their judgment without bias due to their personal circumstances;

WHEREAS, the Company wishes to provide these financial assurances in a uniform and equitable manner without engaging in negotiations with individual executives.

NOW, THEREFORE, this Prudential Financial, Inc. Executive Change of Control Severance Program (the “Program”) has been amended and restated effective as of October      , 2006, to provide such assurances for those senior officers of the Company or designated senior officers of its subsidiaries or affiliates

ARTICLE II

DEFINITIONS

Accrued Obligations . “Accrued Obligations” has the meaning set forth in Section 3.3(a)(iv).

Aggregate Parachute Payments . “Aggregate Parachute Payments” has the meaning set forth in Section 4.2.

Annual Compensation . “Annual Compensation” shall mean the sum of ( i ) a Participant’s annual Base Pay, and ( ii ) the average of the annual incentive

Prudential Financial, Inc. Executive Change of Control Severance Program

compensation payments to the Participant for the three most recent calendar years (or, if less, the number of calendar years during which the Participant was employed by the Company or any Subsidiary) prior to the Participant’s Year of Termination, or, for Participants first hired by the Company or any Subsidiary in the same year as such Participant’s Year of Termination, the target annual incentive compensation payment for such year; provided , however , that in the case of a Participant whose annual compensation for services consists in any material fashion of commissions and/or other forms of compensation other than Base Pay and annual incentive pay, the Program Committee shall determine the amount of such Participant’s Annual Compensation

Base Pay . “Base Pay” means Base Pay as defined in Section 2704(b) of the Prudential Retirement Plan, as of the Participant’s Date of Termination.

Beneficial Owner. “Beneficial Owner” means any “person,” as such term is used in Section 13(d) of the Exchange Act, who, directly or indirectly, has or shares the right to vote, dispose of, or otherwise has “beneficial ownership” of such securities (within the meaning of Rule 13d-3 and Rule 13d-5 under the Exchange Act), including pursuant to any agreement, arrangement or understanding (whether or not in writing).

Board . “Board” shall mean the Board of Directors of the Company.

Cause . “Cause” means ( i ) an act or acts of dishonesty, fraud or gross misconduct on a Participant’s part which result or are intended to result in material damage to the Company’s business or reputation; ( ii ) the Participant’s having been convicted of, or entered a plea of nolo contendere to, a crime that constitutes a felony; ( iii ) the breach by the Participant of any written covenant or agreement with the Company or any Subsidiary not to disclose or misuse any information pertaining to, or misuse any property of, the Company or any Subsidiary or not to compete or interfere with the Company or any Subsidiary or (i v ) the violation by the Participant of any material policy or rule of the Company or any Subsidiary.

Change of Control . A “Change of Control” shall be deemed to have occurred if any of the following events shall occur:

(i) any Person is or becomes the Beneficial Owner, either directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the combined Voting Power of the Company’s securities; or

(ii) within any 24-month period the members of the Board (the “Incumbent Company Directors”) shall cease to constitute at least a

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majority of the Board or the board of directors of any successor to the Company; provided, however, that any director elected to the Board, or nominated for election to the Board, by a majority of the Incumbent Company Directors then still in office shall be deemed to be an Incumbent Company Director for purposes of this subclause (ii); or

(iii) upon the consummation of a Corporate Event, immediately following the consummation of which the stockholders of the Company, immediately prior to such Corporate Event do not hold, directly or indirectly, a majority of the Voting Power of

(iv) any other event occurs which the Board declares to be a Change of Control.

Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred merely as a result of an underwritten offering of the equity securities of the Company where no Person (including any “group” (within the meaning of Rule 13d-5(b) under the Exchange Act)) acquires more than twenty-five percent (25%) of the beneficial ownership interests in such securities.

Code . “Code” means the Internal Revenue Code of 1986, as amended.

Company . “Company” means Prudential Financial, Inc., a New Jersey corporation.

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Company Omnibus Incentive Plan . “Company Omnibus Incentive Plan” means the Prudential Financial, Inc. Omnibus Incentive Plan.

Corporate Event . “Corporate Event” means a merger, consolidation, recapitalization or reorganization, share exchange, division, sale, plan of complete liquidation or dissolution, or other disposition of all or substantially all of the assets of the Company, which has been approved by the shareholders of the Company.

Date of Termination . “Date of Termination” means the date of receipt of a Notice of Termination or, if later, the date of termination of a Participant’s employment specified therein.

Employee . “Employee” means any individual who is compensated by the Company or a Subsidiary for services actually rendered as a regular full-time or regular part-time (but not a temporary) employee and who, at the time of the designation by the Program Committee as a Participant, has attained the job grades of 1 through 5 under the Prudential Financial, Inc. Compensation Plan, or its equivalent, as determined by the Program Committee from time to time.

ERISA . “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

Exchange Act . “Exchange Act” means the Securities Exchange Act of 1934, as amended.

Excise Tax . “Excise Tax” has the meaning set forth in Section 4.1.

Enhanced Severance Amount . “Enhanced Severance Amount” has the meaning set forth in Section 3.3(a)(v).

Good Reason . “Good Reason” means the occurrence of any of the following, without the express written consent of the Participant, after the occurrence of a Change of Control:

(i) the assignment to the Participant of any duties inconsistent in any material adverse respect with the Participant’s position, authority or responsibilities as in effect immediately prior to a Change of Control, or any other material adverse change in such position, including titles, authority or responsibilities;

(ii) any failure by the Company to continue to provide the Participant with Base Pay, annual and long-term incentive compensation opportunities and other material benefits (including, but not limited to,

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savings plans, defined benefit plans, welfare benefit plans and perquisites) at a level which is, in the aggregate, at least equal to that in effect immediately prior to a Change of Control, but shall not include any reduction in Base Pay, annual or long-term incentive compensation opportunities that are part of an across-the-board reduction of the base salaries or incentive compensation of employees who are similarly situated with respect to the Participant;

(iii) the Company’s requiring a Participant to be based at any office or location more than 49 miles from that location at which he performed his services immediately prior to the Change of Control, except for travel reasonably required in the performance of a Participant’s responsibilities; or

(iv) any failure by the Company or a Subsidiary to obtain the commitment of any successor in interest or failure on the part of such successor in interest to perform ( A ) the obligations to the Participant under this Program or ( B ) any employee-related obligations assumed by the successor in interest in connection with its acquisition of the Company or a Subsidiary.

The occurrence of the events or conditions in clauses (i)-(iv) shall not constitute Good Reason unless ( x ) the Participant provides written notice of the action(s) or omission(s) deemed to constitute Good Reason in accordance with the provisions hereof and ( y ) the Company or, if applicable, a Subsidiary fails to remedy such action(s) or omission(s) within 30 days after the receipt of such written notice. In no event shall the mere occurrence of a Change of Control, absent any further impact on a Participant, be deemed to constitute Good Reason.

Group Welfare Benefit Plans . “Group Welfare Benefit Plans” has the meaning set forth in Section 3.3(b).

Indemnification Documents . The “Indemnification Documents” shall mean the indemnification provisions of the Articles of Incorporation and By-Laws of the Company and/or such Subsidiary to which the Participant provided services, as in effect immediately prior to the Change of Control or, if more favorable to the Participant, immediately prior to any Potential Change of Control related to such Change of Control.

Long-Term Incentives . “Long-Term Incentives” has the meaning set forth in Section 3.3(a)(iii).

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Noncompetition Agreement . The “Noncompetition Agreement” shall be an agreement limiting the Participant’s ability to compete, individually or as part of another organization, substantially in the form attached as Exhibit A and satisfactory to, and approved by, the Program Committee.

Notice of Termination . Any termination by the Company (and/or, where applicable, a Subsidiary), whether with or without Cause, or by the Participant for Good Reason shall be communicated by Notice of Termination to the Participant or the Company (or the applicable Subsidiary), as the case may be (except that such notice may be waived by the party intended to receive such notice). A “Notice of Termination” means a written notice given, in the case of a termination for Cause, within thirty (30) business days of the Company’s (or the applicable Subsidiary’s) having actual knowledge of the events giving rise to such termination, and in the case of a termination for Good Reason, within thirty (30) days of the Participant’s having actual knowledge of the events giving rise to such termination, and which ( i ) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant’s employment, and ( ii ) if the termination date is other than the date of receipt of such notice, specifies the Date of Termination (which date, in the case of any termination for other than Good Reason, shall be not more than 15 days after the giving of such notice). Notwithstanding any other provision hereunder, in the case of a termination for Good Reason, the Date of Termination shall be 30 days after the Notice of Termination, provided that a Participant may not terminate his or her employment for Good Reason if the Company (or the applicable Subsidiary) cures the cause for such termination within 30 days of receiving the Notice of Termination. The failure by the Participant to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason shall not waive any right of the Participant hereunder or preclude the Participant from asserting such fact or circumstance in enforcing his rights hereunder. A Notice of Termination shall be given in writing and delivered by first class mail, return receipt requested (or other form of delivery which requires signature for delivery), addressed to the Company’s headquarters, if the notice is to the Company (or the applicable Subsidiary), or to the address of the Participant on the Company’s (or the applicable Subsidiary’s) records, if addressed to the Participant.

Participant . “Participant” means any Employee who ( x ) at or after the date of a Potential Change of Control, is employed by the Company or any Subsidiary and ( y ) has been designated in writing by the Program Committee, in its discretion, as eligible to participate in the Program as a Tier I Participant, Tier II Participant or Tier III Participant.

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Payment Cap . “Payment Cap” has the meaning set forth in Section 4.3(a).

Person . A “Person” means any person (within the meaning of Section 3(a)(9) of the Exchange Act, including any group (within the meaning of Rule 13d-5(b) under the Exchange Act)), but excluding any of the Company, any Subsidiary or any employee benefit plan sponsored or maintained by the Company or any Subsidiary.

Potential Change of Control . A “Potential Change of Control” shall be deemed to have occurred if any of the following events shall have occurred:

(i) a Person commences a tender offer (with adequate financing) for securities representing at least 10% of the Voting Power of the Company’s securities;

(ii) the Company enters into an agreement the consummation of which would constitute a Change of Control;

(iii) at a time at which the Company is subject to the proxy disclosure rules of Section 14 of the Exchange Act, proxies for the election of directors of the Company are solicited by anyone other than the Company; or

(iv) any other event occurs which is deemed to be a Potential Change of Control by the Board.

Program . “Program” means the Prudential Financial, Inc. Executive Change of Control Severance Program.

Program Committee . The “Program Committee” means a committee comprised of the persons who, prior to or at the time of a Potential Change of Control or an actual Change of Control, are serving as the members of the Compensation Committee of the Company’s Board. Following the occurrence of a Potential Change of Control or Change of Control, the Company shall not have the right to change the individuals who serve on the committee acting as the Program Committee. Any vacancies on such Committee following the occurrence of a Change of Control shall be filled, if at all, by a vote of at least 75% of the individuals then still serving as members of the Program Committee.

Pro-Rated Annual Incentives . “Pro-Rated Annual Incentives” has the meaning set forth in Section 3.3(a)(ii).

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Prudential Deferred Compensation Plans . “Prudential Deferred Compensation Plans” means: (a) the Prudential Consolidated Deferred Compensation Plan; (b) the Prudential Deferred Compensation Plan; and (c) any other deferred compensation plan sponsored by the Company or any Subsidiary that is unfunded and is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.

Prudential Retirement Plan . “Prudential Retirement Plan” means: (a) The Prudential Retirement Plan Document; and (b) The Prudential Cash Balance Pension Plan Document, each a component of The Prudential Merged Retirement Plan, as amended, (and, if appropriate for a particular Participant, the Prudential Securities Incorporated Cash Balance Pension Plan Document, a component of The Prudential Merged Retirement Plan).

Prudential Supplemental Retirement Plan . For purposes of this Program, the term “Prudential Supplemental Retirement Plan” includes: (a) The Prudential Supplemental Retirement Plan; (b) the Prudential Insurance Supplemental Executive Retirement Plan; and (c) the PFI Supplemental Executive Retirement Plan.

Section 280G Safe Harbor Amount . “Section 280G Safe Harbor Amount” has the meaning set forth in Section 4.2.

Separation Agreement and General Release . “Separation Agreement and General Release” means a written document that includes, but is not limited to, a release of rights and claims from a Participant and agreement not to solicit employees of the Company and its Subsidiaries, in a form substantially similar to Exhibit B, as the same may be amended by the Program Committee from time to time.

Severance Amount . “Severance Amount” has the meaning set forth in Section 3.3(a)(v).

Subsidiary . “Subsidiary” means any corporation, partnership, limited liability company, business trust or other entity in which the Company owns, directly or indirectly, more than 50% of the Voting Power in such entity.

Voting Power . A specified percentage of “Voting Power” of a company means such number of the Voting Securities as shall enable the holders thereof to cast such percentage of all the votes which could be cast in an annual election of directors.

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Voting Securities . “Voting Securities” means all securities of a company entitling the holders thereof to vote in an annual election of directors.

Year of Termination . “Year of Termination” means the calendar year during which the Participant’s employment with the Company or any Subsidiary is terminated.

ARTICLE III

BENEFITS PAYABLE

3.1 Death; Disability or Retirement . If a Participant’s employment with the Company and/or any Subsidiary is terminated by reason of the Participant’s death, voluntary retirement or termination of employment as a result of the Participant’s inability to perform the basic requirements of his or her position due to physical or mental incapacity and after the Participant’s short-term disability benefits have expired under the terms of The Prudential Welfare Benefits Plan, no benefits will be payable under this Program.

3.2 Cause and Voluntary Termination . If a Participant’s employment with the Company and/or any Subsidiary is terminated for Cause or is voluntarily terminated by the Participant (other than on account of Good Reason), no benefits will be payable under this Program.

3.3 Termination by the Company other than for Cause . If, during the two-year period following a Change of Control, a Participant’s employment is terminated by the Company and/or any Subsidiary other than for Cause, the Company shall provide (or the Company shall cause a Subsidiary to provide) the Participant with the following compensation and benefits:

(a) Severance and Other Termination Pay