SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Baird Edward P (Last) (First) (Middle) C/O PRUDENTIAL FINANCIAL, INC. 751 BROAD STREET, 4TH FLOOR (Street) NEWARK NJ 07102 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/18/2008	3. Issuer Name and Ticker or Trading Symbol PRUDENTIAL FINANCIAL INC [ (PRU) ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	11,260	D
Common Stock	883	I	By 401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(1)	02/10/2014	Common Stock	18,344	$45	D
Employee Stock Option (right to buy)	(2)	02/08/2015	Common Stock	17,748	$55.75	D
Employee Stock Option (right to buy)	(3)	02/14/2016	Common Stock	13,928	$76.15	D
Employee Stock Option (right to buy)	(4)	02/13/2017	Common Stock	12,895	$91.73	D
Performance Shares	(5)	(5)	Common Stock	5,917	(6)	D
Performance Shares	(7)	(7)	Common Stock	4,642	(6)	D
Performance Shares	(8)	(8)	Common Stock	4,195	(6)	D

Explanation of Responses:

1. The option vests in three equal annual installments beginning on February 10, 2005.

2. The option vests in three equal annual installments beginning on February 8, 2006.

3. The option vests in three equal annual installments beginning on February 14, 2007.

4. The option vests in three equal annual installments beginning on February 13, 2008.

5. Represents the target number of shares to be received upon attainment of an average Return On Equity (ROE) of 12% and Compounded Annual Growth Rate (CAGR) in Earnings Per Share (EPS) of 10% over the 2005 through 2007 performance period. Both the ROE and EPS targets are based on after-tax adjusted operating income for the financial services businesses, normalized for significant one-time benefits or charges that do not accurately reflect the operating performance of the Company's businesses in the judgment of the Compensation Committee. Attainment of 13% average ROE and EPS growth of 12% would result in an award of 150% of target while average ROE of 10% or less and EPS growth of 8% or less would result in an award of 50% of target. The actual number of shares to be received will be determined by the Compensation Committee in February 2008.

6. The Performance Shares convert to common stock on a 1 to 1 basis.

7. Represents the target number of shares to be received upon attainment of an average Return On Equity (ROE) of 12.5% and Compounded Annual Growth Rate (CAGR) in Earnings Per Share (EPS) of 12% over the 2006 through 2008 performance period. Both the ROE and EPS targets are based on after-tax adjusted operating income for the financial services businesses, normalized for significant one-time benefits or charges that do not accurately reflect the operating performance of the Company's businesses in the judgment of the Compensation Committee. Attainment of 13.5% average ROE and EPS growth of 14% would result in an award of 150% of target while average ROE of 11% or less and EPS growth of 10% or less would result in an award of 50% of target. The actual number of shares to be received will be determined by the Compensation Committee in February 2009.

8. Represents the target number of shares to be received upon attainment of an average Return On Equity (ROE) of 15% and Compounded Annual Growth Rate (CAGR) in Earnings Per Share (EPS) of 13% over the 2007 through 2009 performance period. Both the ROE and EPS targets are based on after-tax adjusted operating income for the financial services businesses, normalized for significant one-time benefits or charges that do not accurately reflect the operating performance of the Company's businesses in the judgment of the Compensation Committee. Attainment of 16% average ROE and EPS growth of 14% would result in an award of 150% of target. No award would be earned if average ROE is 10% or less and EPS growth is 6% or less. The actual number of shares to be received will be determined by the Compensation Committee in February 2010.

Remarks:

	By: /s/ Kathleen M. Gibson, Attorney-in-fact	01/23/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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