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EX-4.1
3
dex41.txt
FORM OF COMMON STOCK CERTIFICATE
Exhibit 4.1
Number Shares
PRU [GRAPHIC]
Common Stock Common Stock
INCORPORATED UNDER THE LAWS OF THE THIS CERTIFICATE IS TRANSFERABLE
STATE OF NEW JERSEY IN NEW YORK, NEW YORK,
JERSEY CITY, NEW JERSEY,
AND CANTON, MASSACHUSETTS
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PAR VALUE OF $.01 Prudential Financial, Inc. CUSIP 744320 10 2
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This certifies that
SEE REVERSE FOR
CERTAIN DEFINITIONS
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
Prudential Financial, Inc. transferable on the records of the corporation in
person or by duly authorized attorney upon surrender of this certificate
properly endorsed. This certificate is not valid unless countersigned and
registered by the Transfer Agent and Registrar.
Witness the facsimile seal of said corporation and the facsimile
signatures of its duly authorized officers.
COUNTERSIGNED AND REGISTERED DATED:
EQUISERVE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR
BY
/s/ Stephen Cesso /s/ Susan S. Blount /s/ Arthur F. Ryan
AUTHORIZED OFFICER SECRETARY CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
[SEAL]
Prudential Financial, Inc.
The Corporation will furnish without charge to each shareholder who so requests
a statement of the designations, relative rights, preferences and limitations of
the shares of each class and series of stock of the Corporation authorized to be
issued and of the authority of the board of directors of the Corporation to
divide the shares into classes or series and to determine and change the
relative rights, preferences and limitations of any class or series of stock of
the Corporation. Such request may be made to the transfer agent.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
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TEN COM - as tenants in common UNIF TRAN MIN ACT - ...................Custodian....................
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Transfers to Minors
Act.................
(State)
JT TEN - as joint tenants with right of
survivorship and not as UNIF GIFT MIN ACT - ...................Custodian....................
tenants in common (Cust) (Minor)
under Uniform Gifts to Minors
Act.................
(State)
Additional abbreviations may also be used though not in the above list.
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For value received,........................hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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_______________________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE
_______________________________________________________________________________________________
_______________________________________________________________________________________________
_______________________________________________________________________________________________
_________________________________________________________________________________________Shares
of the Common Stock represented by the within Certificate and do hereby irrevocably constitute
and appoint ___________________________________________________________________________________
_______________________________________________________________________________________Attorney
to transfer the said stock on the books of the within-named Corporation with full power of
substitution in the premises.
Dated:_____________________________________________
X
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X
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THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17Ad-15.
This certificate also evidences and entitles the holder hereof to certain Rights
as set forth in a Rights Agreement between Prudential Financial, Inc. and
EquiServe Trust Company, N.A., dated as of November 1, 2001 (the "Rights
Agreement"), the terms of which are hereby incorporated herein by reference and
a copy of which is on file at the principal executive offices of
Prudential Financial, Inc. Under certain circumstances, as set forth in the
Rights Agreement, such Rights will be evidenced by separate certificates and
will no longer be evidenced by this certificate. Prudential Financial, Inc. will
mail to the holder of this certificate a copy of the Rights Agreement without
charge after receipt of a written request therefor. Under certain circumstances
set forth in the Rights Agreement, Rights issued to, or held by, any Person who
is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as
such terms are defined in the Rights Agreement) or one of certain transferees
thereof, whether currently held by or on behalf of such Person or by any
subsequent holder, may be limited as provided in the Rights Agreement.