Prudential Financial, Inc. Underwriting Agreement June 12, 2008Underwriting Agreement • June 17th, 2008 • Prudential Financial Inc • 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”).
REPLACEMENT CAPITAL COVENANTReplacement Capital Covenant • June 17th, 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;
