PRUDENTIAL FINANCIAL INC — Director's Dealing 2013

May 10, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2013-05-08

Reporting Person: Baird Edward P (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-08	Common Stock	M	18344.0000	$45.0000	Acquired	81350.0000	Direct
2013-05-08	Common Stock	S	18344.0000	$65.8700	Disposed	63006.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-08	2/10/04 Employee Stock Option (right to buy)	$45.0000	M	18344.0000	Disposed	2014-02-10	Common Stock (18344.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1598.0000	Indirect
Common Stock	110.0000	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 $65.86 to $65.93, 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: Following the transactions reported on this Form 4, Mr. Baird continues to hold 63,006 shares directly and 1,598 shares indirectly in a 401(k) account. Mr. Baird also holds an additional 293,946 vested stock options, 184,483 unvested stock options, and 34,648 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 67 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2012 and March 31, 2013 based on a plan statement dated March 31, 2013. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).

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.