Summary of PRUDENTIAL FINANCIAL INC

Item 3.02 Unregistered Sales of Equity Securities.

The response to Item 8.01 is hereby incorporated into this Item 3.02. The Surplus Notes referred to in the response to Item 8.01 are exchangeable for shares of Common Stock, as described in such response.

Item 8.01 Other Events.

On September 18, 2009, The Prudential Insurance Company of America ("PICA"), an indirect wholly-owned subsidiary of Prudential Financial, Inc. ("PFI"), completed the issuance and sale of $500 million principal amount of exchangeable surplus notes due September 18, 2019 (the "Surplus Notes") to Nippon Life Insurance Company ("Nippon Life"). The Surplus Notes are exchangeable, at the option of the noteholders, in whole but not in part, for shares of PFI common stock, beginning on the fifth anniversary of the issuance of the Surplus Notes, or, earlier, upon a fundamental business combination involving PFI or in the event of a continuing payment default. Additional information regarding the terms of the Surplus Notes, were provided in Item 8.01 of PFI's Current Report on Form 8-K (File number 001-16707) filed with the Securities and Exchange Commission on September 16, 2009.

The Surplus Notes have not been registered under the Securities Act of 1933 and are being issued and sold to Nippon Life in a private placement pursuant to
Section 4(2) thereof.

On September 18, 2009, PFI issued a news release announcing the completion of the sale of the Surplus Notes to Nippon Life. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No. Description

99.1 News release, dated September 18, 2009, of Prudential Financial, Inc.