Exhibit 10.43
FIRST AMENDMENT
TO
THE PRUDENTIAL DEFERRED
COMPENSATION PLAN
FOR NON-EMPLOYEE
DIRECTORS
(As Amended and Restated October 9,
2007)
WHEREAS, The Prudential Deferred
Compensation Plan for Non-Employee Directors (the
“Plan”) was amended and restated, October 9, 2007,
to comply with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended (the
“Code”);
WHEREAS, in connection with such
restatement, the most senior Vice President responsible for
Corporate Human Resources was authorized to make such additional
amendments to the Plan as she deemed necessary or appropriate to
address the requirements of Section 409A; and
WHEREAS, it is desired to allow the
Non-Employee Directors participating in the Plan the opportunity to
make revised elections in 2008 in respect of amounts allocated to
their Post-2004 Deferred Compensation Account, in accordance with
the transition relief afforded under Section 409A of the
Code.
NOW, THEREFORE, the Plan is amended
as follows:
1. Section 2.2(b) is hereby
amended to delete subparagraph (ii) and to add a new
subparagraph (ii), to read as follows:
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(ii)
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Amounts Earned after
December 31, 2004. Each Participant may amend his or her election
forms with respect to his or her Post-2004 Deferred Compensation
Account balance (a) to change the previously-elected form of
distribution in res
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