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PRUDENTIAL FINANCIAL INC Director's Dealing 2013

Mar 12, 2013

30092_dirs_2013-03-12_b1b08732-80cb-47e1-93cd-14852ddc8500.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: 2013-03-04

Reporting Person: FALZON ROBERT (EVP and CFO)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 11216.0000 Direct
Common Stock 345.0000 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
2010 Employee Stock Option (right to buy) $48.3600 2020-02-09 Common Stock (10396.0000) Direct
2011 Employee Stock Option (right to buy) $64.0100 2021-02-08 Common Stock (10667.0000) Direct
2011 Performance Shares $0.0000 Common Stock (1634.0000) Direct
2012 Employee Stock Option (right to buy) $59.4100 2022-02-14 Common Stock (13158.0000) Direct
2012 Performance Shares $0.0000 Common Stock (1810.0000) Direct
2013 Employee Stock Option (right to buy) $57.0000 2023-02-12 Common Stock (58140.0000) Direct
2013 Performance Shares $0.0000 Common Stock (6958.0000) Direct

Footnotes

F1: The options vest in three equal annual installments beginning on February 9, 2011.

F2: The options vest in three equal annual installments beginning on February 8, 2012.

F3: 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.

F4: The options vest in three equal annual installments beginning on February 14, 2013.

F5: Represents the target number of shares to be received relative to the Company's average ROE goals for the 2012 through 2014 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2015.

F6: The options vest in three equal annual installments beginning on February 12, 2014.

F7: Represents the target number of shares to be received relative to the Company's average ROE goals for the 2013 through 2015 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2016.