Prudential Financial, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • December 4th, 2012 • 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 Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”), $500,000,000 principal amount of its 5.75% Junior Subordinated Notes due 2052 (the “Underwritten Securities”), and, at the option of the Representatives acting on behalf of the Underwriters, up to an additional $75,000,000 aggregate principal amount of such 5.75% Junior Subordinated Notes due 2052 (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 Indenture”) between the Company and The Bank of New York Mellon (forme
