PRUDENTIAL FINANCIAL INC — Director's Dealing 2013

Feb 14, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2013-02-12

Reporting Person: CARBONE RICHARD J (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-12	Common Stock	M	5606.0000	$0.0000	Acquired	88799.0000	Direct
2013-02-12	Common Stock	F	2348.0000	$57.0000	Disposed	86451.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-12	2010 Performance Shares	$0.0000	M	4976.0000	Disposed		Common Stock (4976.0000)	Direct
2013-02-12	2013 Employee Stock Option (right to buy)	$57.0000	A	58140.0000	Acquired	2023-02-12	Common Stock (58140.0000)	Direct
2013-02-12	2013 Performance Shares	$0.0000	A	6958.0000	Acquired		Common Stock (6958.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1184.0000	Indirect

Footnotes

F1: The Compensation Committee awarded these shares, the grant of which was made on February 9, 2010, and originally reported on a Form 4 filed with the SEC on February 11, 2010, based upon performance relative to the annual goals for Return On Equity (ROE) and Earnings Per Share (EPS) during the 2010 through 2012 performance period.

F2: Represents shares withheld for the payment of taxes.

F3: The options vest in three equal annual installments beginning on February 12, 2014.

F4: The performance shares convert to common stock on a 1 to 1 basis.

F5: 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.