0001193125-06-056464 Sample Contracts

SELLING AGENT AGREEMENT by and among Prudential Financial, Inc. and the Agents named herein March 16, 2006
Selling Agent Agreement • March 16th, 2006 • Prudential Financial Capital Trust Ii • Life insurance • New York

This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Facsimile signatures shall be deemed original signatures.

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SELLING AGENT AGREEMENT by and among Prudential Financial, Inc. and the Agents named herein March 16, 2006
Selling Agent Agreement • March 16th, 2006 • Prudential Financial Capital Trust Ii • Life insurance • New York

This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Facsimile signatures shall be deemed original signatures.

PRUDENTIAL FINANCIAL, INC. Medium-Term Notes, Series D Due One Year or More from Date of Issue DISTRIBUTION AGREEMENT
Distribution Agreement • March 16th, 2006 • Prudential Financial Capital Trust Ii • Life insurance • New York

General procedures relating to the issuance of all Notes are set forth in Part I hereof. Additionally, Notes issued in book-entry form will be issued in accordance with the procedures set forth in Part II hereof and Certificated Notes will be issued in accordance with the procedures set forth in Part III hereof. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Indenture or the Notes, as the case may be.

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