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PRUDENTIAL FINANCIAL INC Director's Dealing 2011

Feb 22, 2011

30092_dirs_2011-02-22_bd9b6d6b-a382-40c7-9f6a-feebeb34dc97.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2011-02-11

Reporting Person: Lowrey Charles F (Senior Vice President)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 14606.0000 Direct
Common Stock 884.0000 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
1/18/08 Employee Stock Option (right to buy) $80.0000 2018-01-18 Common Stock (35795.0000) Direct
1/18/08 Restricted Stock Units $0.0000 Common Stock (3181.0000) Direct
2/10/09 Employee Stock Option (right to buy) $25.3000 2019-02-10 Common Stock (68966.0000) Direct
2/10/09 Restricted Stock Units $0.0000 Common Stock (39168.0000) Direct
2/12/08 Employee Stock Option (right to buy) $69.0300 2018-02-12 Common Stock (41644.0000) Direct
2/13/07 Employee Stock Option (right to buy) $91.7300 2017-02-13 Common Stock (7369.0000) Direct
2/14/06 Employee Stock Option (right to buy) $76.1500 2016-02-14 Common Stock (7959.0000) Direct
2/8/05 Employee Stock Option (right to buy) $55.7500 2015-02-08 Common Stock (6988.0000) Direct
2010 Employee Stock Option (right to buy) $48.3600 2020-02-09 Common Stock (41581.0000) Direct
2010 Performance Shares $0.0000 Common Stock (7655.0000) Direct
2011 Employee Stock Option (right to buy) $64.0100 2021-02-08 Common Stock (74667.0000) Direct
2011 Performance Shares $0.0000 Common Stock (11435.0000) Direct
6/19/02 Employee Stock Option (right to buy) $33.9500 2012-06-19 Common Stock (10906.0000) Direct

Footnotes

F1: The option vests with 50% after 2 years on 1/18/2010, 25% after year 3 on 1/18/2011, and 25% after year 4 on 1/18/2012.

F2: The restricted stock units vest with 50% after 2 years on 1/18/2010, 25% after year 3 on 1/18/2011, and 25% after year 4 on 1/18/2012.

F3: The option vests in three equal annual installments beginning on February 10, 2010.

F4: The Restricted Stock Units will vest on February 10, 2012.

F5: The option vested in three equal annual installments beginning on February 12, 2009.

F6: The option vested in three equal annual installments beginning on February 13, 2008.

F7: The option vested in three equal annual installments beginning on February 14, 2007.

F8: The option vested in three equal annual installments beginning on February 8, 2006.

F9: The options vest in three equal annual installments beginning on February 9, 2011.

F10: 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.

F11: The options vest in three equal annual installments beginning on February 8, 2012.

F12: Represents the target number of shares to be received upon attainment of the Company's annual EPS and ROE goals over the 2011 through 2013 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2014.

F13: The option vested in three equal annual installments on June 19, 2003, 2004 and 2005.