PRUDENTIAL FINANCIAL INC — Director's Dealing 2010

Dec 21, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2010-12-17

Reporting Person: CAPERTON GASTON (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-17	Notional Shares - Mandatory	$0.0000	A	272.0000	Acquired		Common Stock (272.0000)	Direct
2010-12-17	Notional Shares - Optional	$0.0000	A	127.0000	Acquired		Common Stock (127.0000)	Direct

Footnotes

F1: Notional Shares convert to common stock on a 1 to 1 basis.

F2: Notional shares are payable in common stock on a date following termination of service on the Board of Directors.

F3: Notional shares are deemed immediately exercisable and are payable in cash and/or common stock on a date following termination of service on the Board of Directors.