PRUDENTIAL FINANCIAL, INC. COMPENSATION PLAN (Amended and Restated Effective as of November 11, 2008)

Exhibit 10.41

PRUDENTIAL FINANCIAL, INC.

COMPENSATION PLAN

(Amended and Restated Effective as of November 11, 2008)

ARTICLE 1

PURPOSE

The purpose of the “Prudential Financial, Inc. Compensation Plan” (the “Plan”) is to foster and promote the long-term financial success of Prudential Financial, Inc. (the “Company”) and its Affiliates and materially increase shareholder value by providing market-sensitive programs ( e.g. , base salary and annual incentive compensation) to Eligible Employees of the Company and its Affiliates that attract and reward highly qualified employees; align with critical business goals and objectives; link to the performance results relevant to the business segment and the Company; retain top performers; pay for results and differentiate levels of performance; and foster contributions that promote Company success.

Effective as of March 11, 2003 (the “Effective Date”), the Plan is hereby adopted.

ARTICLE 2

DEFINITIONS

2.01 Definitions . Whenever used herein, the following terms shall have the respective meanings set forth below:

Administrative Guidelines . “Administrative Guidelines” means the guidelines and information for exercising duties and responsibilities under this Plan as approved by the Senior Vice President, as described in Section 5.01.

Affiliate . “Affiliate” means any corporation or partnership in which the Company owns, directly or indirectly, more than 50% of the total combined voting power of all classes of stock of such corporation or of the capital interest or profits interest of such partnership, but excluding any such entity that is excluded from participation in the Plan by the Senior Vice President in his or her sole discretion. “Affiliate” also means any corporation or partnership in which the Company owns, directly or indirectly, 50% or less of the total combined voting power of all classes of stock of such corporation or of the capital interest or profits interest of such partnership, provided that any such entity is included in the Plan by the Senior Vice President in his or her sole discretion.

Annual Incentive Award . “Annual Incentive Award” shall have the meaning set forth in Section 4.03(b)(2).

Base Pay . “Base Pay” shall have the meaning set forth in Section4.03(b)(1).

Board . “Board” means the Board of Directors of the Company.

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

Committee . Generally, the term “Committee” means the Compensation Committee of the Board or such other committee of the Board as the Board shall designate from time to time. For purposes of any Base Pay or Annual Incentive Award decisions related to Covered Employees under this Plan or the Omnibus Incentive Plan, the Committee shall consist of two or more members of the Board, each of whom shall be a “Non Employee Director” within the meaning of Rule 16b-3, as promulgated under the Securities Exchange Act of 1934 (as amended), an “outside director” within the meaning of section 162(m) of the Code, and an “independent director” under Section 303A of the New York Stock Exchange’s Listed Company Manual, or any successors thereto.

Company . “Company” means Prudential Financial, Inc., a New Jersey corporation, and any successor thereto. Prior to December 18, 2001, “Company” means The Prudential Insurance Company of America.

Covered Employee . “Covered Employee” means any Eligible Employee of the Company or its Affiliates who is deemed to be a “covered employee” for purposes of Code section 162(m).

Effective Date . “Effective Date” generally means March 11, 2003, or as designated by the Senior Vice President for particular Eligible Employees or categories of Eligible Employee.

Eligible Employee . “Eligible Employee” means any U.S.-based regular full-time and regular part-time (but not temporary) employee of the Company or any Affiliate as follows:

“Eligible Employee” in no event, however, shall include any of the following:

(1) Prudential Representatives.

(2) Prudential Field Management-Prudential Insurance and Financial Services Employees.

(3) Prudential Field Management-Prudential Preferred Financial Services Employees.

(4) Senior Life Representatives.

(5) Special Agents, other than Special Agents whose regular compensation is paid in foreign currency.

(6) Employees who are classified by Prudential as Canadian or International employees.

(7) Retired employees.

(8) Temporary employees and Full-Time employees hired on a temporary basis, including any employee who performs services for the Employer through a temporary employment agency.

(9) Persons employed on a casual or occasional basis.

(10) Persons retained on a monthly fee or per diem basis.

(11) Persons working under the direction of real estate management firms or other contractors.

(12) Employees covered under a collective bargaining agreement, unless the collective bargaining agreement provides for coverage hereunder.

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(13) Any person (other than an individual considered an employee under Code section 3121(d)(3)(B) and specifically defined herein as an Eligible Employee) who performs services for the Employer but is not treated by the Employer at the time of the performance of services as an employee for federal tax purposes (regardless of any subsequent recharacterization), including, without limitation:

(A) Premiere Retired Representatives, Agents Emeritus, or Retired Representatives;

(B) Individuals who perform services for the Employer through for which they are compensated through an employee leasing company, temporary employment agency or other third party agency such as, but not limited to, Spherion and Adecco;

(C) Any former employee;

(D) Any individual who would otherwise be considered an employee solely by being part of an affiliated service group, leasing arrangement or other arrangement under Code Sections 414(m), (n) or (o);

(E) An independent contractor.

(14) Or investment professionals.

Job Grade . “Job Grade” means the various grades assigned to Eligible Employees under Section 4.02.

Manager . “Manager” means the officer of the Company or its Affiliate who is responsible for supervising, directing and evaluating the work of an Eligible Employee. In the case of Job Grades 1 through 4 who are at least the rank of Senior Vice President (including, but not limited to, Covered Employees), the Committee shall be considered the Manager.

Omnibus Incentive Plan . “Omnibus Incentive Plan” means the Prudential Financial, Inc. Omnibus Incentive Plan, as adopted by the Board on March 11, 2003 (and as amended in the future).

Participant . “Participant” shall have the meaning set forth in ARTICLE 3 of the Plan.

Plan Year . “Plan Year” means a period that ends on the last Friday in each December that is also a payday, and begins on the following Monday.

Senior Vice President or SVP . “Senior Vice President” or “SVP” means the most senior Vice President responsible for corporate Human Resources (or the successor to his or her duties relating to corporate Human Resources) or his or her delegate if so provided pursuant to his or her written delegation or written direction.

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2.02 Gender and Number. Except when otherwise indicated by the context, words in the masculine gender used in the Plan shall include the feminine gender, the singular shall include the plural, and the plural shall include the singular.

ARTICLE 3

ELIGIBILITY AND PARTICIPATION

Unless otherwise specifically designated by the Senior Vice President or the Committee, all Eligible Employees of the Company and any Affiliate are Participants.

ARTICLE 4

JOB GRADES; POWERS OF THE SENIOR VICE PRESIDENT

4.01 Power to Determine Base Pay, Changes in Base Pay and Annual Incentive Awards. Subject to the terms of the Plan (including, but not limited to Sections 5.01 and 5.02) and Article IX of the Omnibus Incentive Plan (with respect to Annual Incentive Awards for Eligible Employees who are Covered Employees), the Senior Vice President shall have the authority to determine, in his or her sole discretion, each Eligible Employee’s Base Pay (including any changes in such Base Pay) as provided in Section 4.03(b)(1) of the Plan, and each Eligible Employee’s Annual Incentive Awards as provided in Section 4.03(b)(2) of the Plan.

4.02 Job Grades; Pay Rates; Administrative Guidelines. The Senior Vice President shall have the authority to develop Job Grades and Administrative Guidelines (as further referenced in Section 5.01) for the application of the principles of this Plan and the Senior Vice President’s authority.

(a) Initially, there will be 18 Job Grades, with the Chief Executive Officer of the Company designated as Job Grade 1. Each Participant will be assigned a Job Grade, as described in Sections 4.02 and 4.03.

(b) Managers and other appropriate officers of the Company or any Affiliate may make recommendations as to or, if authorized by the Senior Vice President, set the Base Pay (including any changes in Base Pay) and the Annual Incentive Award of any Eligible Employee. The Senior Vice President may accept or reject any recommendation or setting of Base Pay or an Annual Incentive Award in his or her sole discretion. The Senior Vice President, in his or her sole discretion, shall determine the terms and conditions of each change in Base Pay and each Annual Incentive Award at the time of grant. The Senior Vice President may establish different