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. Underwriting Agreement June 24, 2008Prudential Financial Inc • June 30th, 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 Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, UBS Securities LLC and Wachovia Capital Markets, LLC are acting as representatives (the “Representatives”), $800,000,000 principal amount of its 9.0% Junior Subordinated Notes due 2068 (the “Underwritten Securities”), and, at the option of the Representatives acting on behalf of the Underwriters, up to an additional $120,000,000 aggregate principal amount of such 9.0% Junior Subordinated Notes due 2068 (the “Option Securities”), solely to cover over-allotments. The Underwritten Securities and the Option Securities are herein referred to collectively as the “Securities.” The Securities will be issued pursuant to an Indenture dated as of June 17, 2008 (the “Base
