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PRUDENTIAL FINANCIAL INC Director's Dealing 2011

Mar 2, 2011

30092_dirs_2011-03-02_a18307d8-c6d0-4209-9349-7d6a3b53d000.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2011-02-28

Reporting Person: Sayre Peter B (Senior Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-02-28 Common Stock M 3495.0000 $45.0000 Acquired 13806.0000 Direct
2011-02-28 Common Stock S 3495.0000 $65.7100 Disposed 10311.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-02-28 2/10/04 Employee Stock Option (right to buy) $45.0000 M 3495.0000 Disposed 2014-02-10 Common Stock (3495.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 95.0000 Indirect
Common Stock 66.0000 Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.70 to $65.74, inclusive. The reporting person undertakes to provide to Prudential Financial, Inc., any security holder of Prudential Financial, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

F2: As reported on prior Forms 4, Mr. Sayre holds an additional 55,946 vested stock options, 19,793 unvested stock options, 8,799 restricted stock units and 2,949 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Based on a plan statement dated December 31, 2010.

F4: The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.

F5: The option vested in three equal annual installments beginning on February 10, 2005.