PRUDENTIAL FINANCIAL INC — Director's Dealing 2010

Feb 11, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2010-02-09

Reporting Person: Winograd Bernard (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-09	Common Stock	M	15581	—	Acquired	51486	Direct
2010-02-09	Common Stock	F	7047	$48.36	Disposed	44439	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-09	2007 Performance Shares	$0	M	12582	Disposed		Common Stock (12582)	Direct
2010-02-09	2010 Employee Stock Option (right to buy)	$48.36	A	51976	Acquired	2020-02-09	Common Stock (51976)	Direct
2010-02-09	2010 Performance Shares	$0	A	9568	Acquired		Common Stock (9568)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1494	Indirect

Footnotes

F1: The Compensation Committee awarded these shares, the grant of which was made on February 13, 2007, and originally reported on a Form 4 filed with the SEC on February 15, 2007, based upon performance relative to the goals of an average Return On Equity (ROE) and Compounded Annual Growth Rate (CAGR) in Earnings Per Share (EPS) over the 2007 through 2009 performance period.

F2: Represents shares withheld for the payment of taxes.

F3: Beneficial ownership includes shares acquired under The Prudential Employee Savings Plan which are exempt transactions pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).

F4: The options vest in three equal annual installments beginning on February 9, 2011.

F5: The performance shares convert to common stock on a 1 to 1 basis.

F6: Represents the target number of shares to be received upon attainment of the Company's annual EPS and ROE goals over the 2010 through 2012 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2013.