Exhibit 1.1 Prudential Financial, Inc. Common Stock, par value one cent ($.01) per share Underwriting Agreement (U.S. Version) -------------------------Prudential Financial Inc • November 14th, 2001 • Life insurance • New York
TOPrudential Financial Inc • December 10th, 2001 • Life insurance • New York
EXHIBIT 4.6 CAPITAL SECURITIES GUARANTEE AGREEMENT Prudential Financial Capital Trust I Dated as of __________ ___, 2001 TABLE OF CONTENTSGuarantee Agreement • November 29th, 2001 • Prudential Financial Inc • Life insurance • New York
EXHIBIT 4.4 Prudential Financial, Inc. Class B Stock, par value one cent ($.01) per share Subscription Agreement Dated as of April 25, 2001 To the undersigned Subscribers: Prudential Financial, Inc., a New Jersey corporation (the "Company"), proposes,...Subscription Agreement • April 25th, 2001 • Prudential Financial Inc • Blank checks • New York
Stated amount of $50 per Equity Security Unit) Each consisting of a Purchase Contract of Prudential Financial, Inc. requiring the purchase for $50 on [ ], 2004 of certain shares of Common Stock of Prudential Financial, Inc. and beneficial ownership of...Prudential Financial Inc • November 29th, 2001 • Life insurance
ANDPledge Agreement • November 29th, 2001 • Prudential Financial Inc • Life insurance • New York
TOPrudential Financial Inc • July 29th, 2004 • Life insurance • New York
EXHIBIT 3 EXCHANGE AGREEMENT EXCHANGE AGREEMENT (this "Agreement"), dated as of August 13, 2004, by and between Boots & Coots International Well Control, Inc. (the "Company"), a Delaware corporation and The Prudential Insurance Company of America, a...Exchange Agreement • August 18th, 2004 • Prudential Financial Inc • Life insurance • New York
TOPrudential Financial Inc • November 29th, 2001 • Life insurance • New York
TOPrudential Financial Inc • November 29th, 2001 • Life insurance • New York
TOPrudential Financial Inc • July 29th, 2004 • Life insurance • New York
EXHIBIT 10.21 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • March 14th, 2003 • Prudential Financial Inc • Life insurance • Delaware
andRights Agreement • November 14th, 2001 • Prudential Financial Inc • Life insurance • New Jersey
EXHIBIT 10.1 SUPPORT AGREEMENT AGREEMENT, dated as of March 18, 1982, between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation ("Prudential") and PRUDENTIAL FUNDING CORPORATION, a New Jersey corporation ("Funding"). W I T N E S S...Support Agreement • April 9th, 2001 • Prudential Financial Inc • New Jersey
CGSH Draft of December 7, 2001 Prudential Financial, Inc. Common Stock, par value one cent ($.01) per share Underwriting Agreement (U.S. Version) ------------------------Prudential Financial Inc • December 10th, 2001 • Life insurance
Prudential Financial, Inc. 5.375% Fixed-to-Floating Rate Junior Subordinated Notes due 2045 UNDERWRITING AGREEMENT May 13, 2015Underwriting Agreement • May 18th, 2015 • Prudential Financial Inc • Life insurance • New York
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Credit Suisse Securities (USA) LLC toll-free at 1-800-221-1037, Goldman, Sachs & Co. toll-free at 1-800-471-2526, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322 or Morgan Stanley & Co. LLC toll-free at 1-866-718-1649.
ANDPurchase Contract Agreement • December 10th, 2001 • Prudential Financial Inc • Life insurance • New York
Exhibit 8.1 Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Re: Equity Security Units --------------------- Ladies and Gentlemen: You have requested our opinion, as special tax counsel for The Prudential Insurance Company of...Prudential Financial Inc • December 13th, 2001 • Life insurance
You have requested our opinion, as special tax counsel for The Prudential Insurance Company of America ("Company") and Prudential Financial, Inc. ("PFI"), concerning certain U.S. federal income tax consequences to the holders of certain additional investment units (the "Equity Security Units" or "Units") to be issued by PFI, each consisting of a redeemable capital security (a "Capital Security") issued by Prudential Financial Capital Trust I (the "Trust") and a contract for the purchase of a variable number of shares of common stock in PFI (a "Purchase Contract"), pursuant to the registration statement on Form S-1 filed pursuant to Rule 462(b) under the Securities Act of 1933 (the "Registration Statement"). This opinion is in addition to our opinion that was filed as Exhibit 8.1 to the Company's and the Trust's registration statement on Form S-1 (File Numbers 333-70888 and 333-70888-01) (the "Initial Registration Statement"), which Initial Registration Statement is incorporated by refe
EXHIBIT 4.9 COMMON SECURITIES GUARANTEE AGREEMENT Prudential Financial Capital Trust I Dated as of __________ ___, 2001Common Securities Guarantee Agreement • November 29th, 2001 • Prudential Financial Inc • Life insurance • New York
ANDPledge Agreement • December 10th, 2001 • Prudential Financial Inc • Life insurance • New York
Stated amount of $50 per Equity Security Unit) Each consisting of a Purchase Contract of Prudential Financial, Inc. requiring the purchase for $50 on [ ], 2004 of certain shares of Common Stock of Prudential Financial, Inc. and beneficial ownership of...Underwriting Agreement • December 12th, 2001 • Prudential Financial Inc • Life insurance
Prudential Financial, Inc. 4.125% Junior Subordinated Notes due 2060 UNDERWRITING AGREEMENTUnderwriting Agreement • August 21st, 2020 • Prudential Financial Inc • Life insurance • New York
* The rating of the notes should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.
REGISTRATION RIGHTS AGREEMENT Dated as of December 7, 2017 by and among Prudential Financial, Inc. and BARCLAYS CAPITAL INC., GOLDMAN SACHS & CO. LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CREDIT SUISSE SECURITIES (USA) LLC, MIZUHO...Registration Rights Agreement • December 8th, 2017 • Prudential Financial Inc • Life insurance • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 7, 2017, by and among Prudential Financial Inc., a New Jersey corporation (the “Company”) and each of the dealer managers named in Annex A attached to the Dealer Manager Agreement and signatory hereto (as defined below (each such dealer manager, a “Dealer Manager” and, together, the “Dealer Managers”).
Prudential Financial, Inc. Executive Stock Option Program Grant Acceptance Agreement (for executives subject to the reporting requirements under Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended)Grant Acceptance Agreement • February 12th, 2008 • Prudential Financial Inc • Life insurance • New Jersey
You have been granted XXX options (the “Options”) to purchase XXX shares of Prudential Financial, Inc. common stock, par value $0.01 per share (“Common Stock”), on February 12, 2008 (the “Grant Date”). The Options shall not be treated as “incentive stock options,” as defined in Section 422 of the Internal Revenue Code of 1986, as amended.
Prudential Financial, Inc. Performance Shares Grant Acceptance Agreement (for executives subject to the reporting requirements under Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended) February 12, 2008 (the “Grant Date”)Grant Acceptance Agreement • February 12th, 2008 • Prudential Financial Inc • Life insurance • New Jersey
You have been granted a target number of XXX performance shares (the “Performance Shares”) on the Grant Date. The actual number of Performance Shares you may receive will be determined pursuant to this Grant Acceptance Agreement (this “Agreement”) and the Prudential Financial, Inc. Omnibus Incentive Plan (the “Plan”) (capitalized terms used but not defined herein have the meanings given such terms in the Plan). Each Performance Share that is determined to be payable as described below represents a right to receive one share of Prudential Financial, Inc. common stock, par value $0.01 per share (“Common Stock”), in accordance with the terms and subject to the conditions and restrictions set forth in this Agreement and the Plan.
EX-99.3 3 ea187190ex-3_venator.htm SHAREHOLDERS AGREEMENT, DATED AS OF OCTOBER 12, 2023Shareholders’ Agreement • December 4th, 2023 • Prudential Financial Inc • Life insurance
SELLING AGENT AGREEMENT by and among Prudential Financial, Inc. and the Agents named herein March 25, 2004Selling Agent Agreement • March 25th, 2004 • Prudential Financial Inc • Life insurance • New York
This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Facsimile signatures shall be deemed original signatures.
REPLACEMENT CAPITAL COVENANTCapital Covenant • June 30th, 2008 • Prudential Financial Inc • Life insurance
so provided, if the number of authorized and unissued shares of Common Stock reduced by the Fixed Commitments is less than the Share Cap, the Corporation shall use Commercially Reasonable Efforts to obtain shareholder consent at the next annual meeting of its shareholders to increase the number of shares of its authorized Common Stock so that clause (B) does not limit the Share Cap and the number of authorized and unissued shares of Common Stock reduced by the Fixed Commitments is at least equal to the increased Share Cap;
Prudential Financial, Inc. Restricted Units (or Restricted Stock Units) Grant Acceptance Agreement (for executives subject to the reporting requirements under Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended) You have been granted...Prudential Financial Inc • January 23rd, 2008 • Life insurance • New Jersey
This Agreement is subject to the terms, conditions and restrictions contained in the Plan. Except as specified otherwise, this Agreement is not a substitute for the official Plan document, which governs the operation of the Plan. Also, this is not a stock certificate or negotiable instrument.
Prudential Financial, Inc. Underwriting Agreement June 12, 2008Prudential Financial Inc • June 17th, 2008 • Life insurance • New York
Prudential Financial, Inc., a New Jersey corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated are acting as representatives (the “Representatives”), $600,000,000 principal amount of its 8.875% Fixed-to-Floating Rate Junior Subordinated Notes due 2068 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of June 17, 2008 (the “Base Indenture”) between the Company and The Bank of New York, as trustee (the “Trustee”), as supplemented by a first supplemental indenture, to be dated as of June 17, 2008 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
STOCK PURCHASE AND ASSET TRANSFER AGREEMENT by and among CIGNA CORPORATION, CONNECTICUT GENERAL LIFE INSURANCE COMPANY, CONNECTICUT GENERAL CORPORATION, CIGNA HOLDINGS, INC. and PRUDENTIAL FINANCIAL, INC., dated as of November 17, 2003Stock Purchase and Asset Transfer Agreement • March 10th, 2004 • Prudential Financial Inc • Life insurance • New York
STOCK PURCHASE AND ASSET TRANSFER AGREEMENT, dated as of November 17, 2003 (together with the Schedules hereto, the “Agreement”), by and among CIGNA Holdings, Inc., a Delaware corporation (“CIGNA Holdings”), Connecticut General Corporation, a Connecticut corporation and a wholly owned subsidiary of CIGNA Holdings (“Connecticut General”), Connecticut General Life Insurance Company, a specially-chartered Connecticut corporation and a wholly owned subsidiary of Connecticut General (“CGLIC”) and CIGNA Corporation, a Delaware corporation (“CIGNA” and, together with Connecticut General, CIGNA Holdings and CGLIC, “Sellers”) and Prudential Financial, Inc., a New Jersey corporation (“Buyer”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 17, 2017 among Prudential Financial, Inc. and Prudential Funding, LLC, as Borrowers The Prudential Insurance Company of America, The Banks Listed Herein and JPMorgan Chase Bank, N.A., as...Credit Agreement • July 18th, 2017 • Prudential Financial Inc • Life insurance • New York
THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of July 17, 2017 among PRUDENTIAL FINANCIAL, INC., PRUDENTIAL FUNDING, LLC, THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, the BANKS listed on the signature pages hereof and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Several L/C Agent.
REPLACEMENT CAPITAL COVENANTCapital Covenant • April 11th, 2012 • Prudential Financial Inc • Life insurance
Prudential Financial, Inc. Executive Stock Option Program Grant Acceptance AgreementGrant Acceptance Agreement • February 14th, 2005 • Prudential Financial Inc • Life insurance • New Jersey
You have been granted Xxx options (each an “option”) to purchase Xxx shares of Prudential Financial, Inc. Common Stock (“shares”).
Grant Acceptance Agreement Prudential Financial, Inc. Executive Stock Option Program Grant Acceptance Agreement (for executives subject to the reporting requirements under Section 16(a) of the U.S. Securities Exchange Act of 1934) (Insert Name of...Grant Acceptance Agreement Prudential Financial • February 28th, 2006 • Prudential Financial Inc • Life insurance • New Jersey
