0001193125-06-033191 Sample Contracts

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)
Performance Shares Grant Acceptance Agreement • February 16th, 2006 • 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 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.

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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 16th, 2006 • 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 14, 2006 (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.

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