Prudential Financial, Inc. Performance Shares Grant Acceptance Agreement

Exhibit 10.2

Prudential Financial, Inc.

Performance Shares

Grant Acceptance Agreement

(for executives subject to the reporting requirements under Section 16(a) of the U.S.

Securities Exchange Act of 1934, as amended)

February 12, 2008 (the “Grant Date”)

You have been granted a target number of XXX performance shares (the “Performance Shares”) on the Grant Date. The actual number of Performance Shares you may receive will be determined pursuant to this Grant Acceptance Agreement (this “Agreement”) and the Prudential Financial, Inc. Omnibus Incentive Plan (the “Plan”) (capitalized terms used but not defined herein have the meanings given such terms in the Plan). Each Performance Share that is determined to be payable as described below represents a right to receive one share of Prudential Financial, Inc. common stock, par value $0.01 per share (“Common Stock”), in accordance with the terms and subject to the conditions and restrictions set forth in this Agreement and the Plan.

Payment Date:

Following approval by the Compensation Committee of the Board of Directors of Prudential Financial, Inc. (“Prudential”), any shares of Common Stock to which you are entitled in respect of the Performance Shares will be delivered to you on February 12, 2011 (the “Payment Date”) or as soon as administratively practicable (but not later than 90 days) thereafter, except as otherwise provided in this Agreement or the Plan.

Performance Cycle:

The Performance Cycle begins January 1, 2008 and expires on December 31, 2010 (the “Performance Cycle”).

See the brochure entitled 2008 Long-Term Incentive Program—Performance Shares and Stock Options (the “Brochure”) for more information about this grant. This Agreement and the Brochure are subject to the terms, conditions and restrictions contained in the Plan. Except as specified otherwise, this Agreement and the Brochure are not a substitute for the official Plan document, which governs the operation of the Plan. Also, this is not a stock certificate or negotiable instrument.

Your eligibility for the 2008 Long-Term Incentive Program (the “Program”), the benefits provided by the Program and all other terms and conditions of the Program and any long-term grant of Performance Shares will be determined pursuant to, and are governed by, the provisions of the Plan document and this Agreement, including any decisions of the Committee designated under the Plan by the Prudential’s Board of Directors (the “Compensation Committee” or the “Committee”). Except as specifically stated otherwise in this Agreement, if there is any discrepancy between the information in this Agreement or in the Brochure and the Plan document, or if there is a conflict between information discussed by anyone acting on behalf of Prudential and the actual Plan document, the Plan document, as interpreted by the Committee (or its delegate), in its sole discretion, will always govern.

Provided that you are actively employed with Prudential or any of its direct or indirect subsidiaries (collectively, the “Company Group”) as of the Payment Date, you will receive a number of shares of Common Stock equal to the target number of Performance Shares set forth above as adjusted based on achievement of the performance goals set forth below. One-half (1/2) of the target award is conditioned on achievement of average ROE goals over the Performance Cycle, and the other one-half (1/2) of the target award is conditioned on achievement of EPS growth goals over the Performance Cycle, in each case, as set forth below.

ROE achievement means the average ROE for 2008, 2009 and 2010. ROE achievement is evaluated as follows:

EPS achievement means growth in EPS calculated based on the compounded annual growth rate (“CAGR”) for the period from January 1, 2008, through December 31, 2010, against Prudential’s 2007 EPS (using the same definition). EPS achievement is evaluated as follows:

Subject to the terms, conditions and restrictions set forth herein and in the Plan, the number of shares of Common Stock you may receive will equal the target number of Performance Shares set forth above multiplied by the average of the percentages opposite the actual “ROE Achievement” (in Table 1) and “EPS Growth” (in Table 2) attained for the Performance

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Cycle, provided that if the actual ROE Achievement or EPS Growth is between any two data points set forth in the applicable table, the corresponding percentage will bear a linear relationship with the actual achievement between such data points. Such resulting number of shares shall be rounded to the nearest whole number (the “Payout Amount”).

In the event of a significant acquisition (as determined by the Committee in its sole discretion) involving Common Stock or a divestiture or other transaction involving Prudential or any other member of the Company Group during the Performance Cycle, the Committee may, in its sole discretion, assess the impact of any such event on the average ROE and EPS growth goals set forth above and adjust such goals and related payout scales as the Committee, in its sole discretion, deems appropriate.

Notwithstanding the foregoing, the Committee, in its sole discretion, may (i) under normal circumstances, adjust the Payout Amount, by up to plus or minus 15% within the 0% to 150% of the target number of Performance Shares, to take into account critical performance factors and other events, as the Committee deems desirable, and (ii) in the event of circumstances deemed to be extraordinary by the Committee, make additional adjustments to the Payout Amount.

If you are one of the five most highly compensated executives of Prudential on the Payment Date, the shares of Common Stock delivered hereunder will be reduced, to the extent necessary (but not below zero), so that the Fair Market Value of such shares on the date of delivery plus any annual incentive compensation otherwise payable in respect of calendar year 2010 will not exceed six-tenths of one percent (0.6%) of Adjusted Operating Income for the year ending December 31, 2010.

ROE is defined as Prudential’s “Operating return on average equity (based on after-tax adjusted operating income)” as publicly disclosed in Prudential’s Quarterly Financial Supplement (“QFS”). ROE for each year in the Performance Cycle is defined as the average of the quarterly ROE figures for such year published in the QFS.

EPS is defined as the “Earnings Per Share of Common Stock (diluted): Financial Services Businesses after-tax adjusted operating income” as publicly disclosed in the QFS, normalized for significant one-time charges or benefits that do not accurately reflect the operating performance of Prudential’s businesses as and to the extent determined by the Compensation Committee.

The Compensation Committee determines, in its sole discretion, ROE, average ROE, EPS, CAGR and the Payout Amount.

You, as a Participant, shall not have any right to vote on any matter submitted to Prudential’s stockholders until such time as Common Stock (if any) attributable to the Performance Shares has been issued to you. You shall be eligible to receive Dividend Equivalents on the lesser of the (a) Payout Amount or (b) target number of Performance Shares set forth above, based on any regular cash dividends declared on Common Stock from the Grant Date until

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the Payment Date (or until the date of forfeiture if sooner). Any such Dividend Equivalents shall be (i) subject to the same restrictions and conditions as the Performance Shares and (ii) paid in cash on the Payment Date or as soon as administratively practicable (but not later than 90 days) thereafter. There will be no reinvestment option or earned interest credits on any Dividend Equivalent.

Prudential (or, if appropriate, any other member of the Company Group) shall have the right to deduct and report taxes (federal, state, local or foreign taxes, including social insurance taxes) or other obligations required to be withheld by law prior to distributions made to you. Prudential (or, if appropriate, any other member of the Company Group) also shall have the right to require you to remit to Prudential (or, if appropriate, any other member of the Company Group) an amount necessary to satisfy any such taxes or other obligations.

The validity, construction and effect of this Agreement and the plan shall be determined in accordance with the laws of the State of New Jersey without regard to principles of conflict of laws.