Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

In 2003, The Prudential Insurance Company of America ("Prudential Insurance"), a wholly owned domestic insurance subsidiary of the registrant, established a Funding Agreement Notes Issuance Program (the "Program") pursuant to which a Delaware statutory trust issues medium-term notes (the "Notes"), which are included in the registrant's consolidated balance sheet, secured by funding agreements issued to the trust by Prudential Insurance and included in the registrant's Retirement segment. The funding agreements provide cash flow sufficient for the debt service on the Notes. The Notes are sold in transactions not requiring registration under the Securities Act of 1933, as amended. Between September 30, 2007 and January 24, 2008, the statutory trust issued an additional $1.05 billion aggregate principal amount of Notes. As of January 24, 2008, the aggregate principal amount of Notes outstanding was $8.98 billion, and the aggregate principal amount of Notes issued was $10.58 billion, out of an aggregate authorized of $15 billion (or the equivalent in other currencies, currency units or composite currencies) at any one time outstanding. The Notes have fixed or floating interest rates and original maturities ranging from one to ten years.

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