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Exhibit 4.13    
  


DECLARATION OF TRUST

OF

PRUDENTIAL FINANCIAL CAPITAL TRUST II  


        THIS DECLARATION OF TRUST is made as of April 2, 2003 (this "Declaration of Trust"), by and among Prudential Financial, Inc., a New Jersey
corporation, as sponsor (the "Sponsor"), JPMorgan Chase Bank, as trustee (the "Property Trustee"), Chase Manhattan Bank USA, National Association, as trustee (the "Delaware Trustee"), and Richard
Vaccaro, Scott D. Kaplan, and Jonathan P. Hunt as trustees (the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees being hereinafter collectively
referred to as the "Trustees"). The Sponsor and the Trustees hereby agree as follows: 



        1.    The
trust created hereby shall be known as Prudential Financial Capital Trust II (the "Trust"), in which name the Trustees or the Sponsor, to the extent provided herein,
may conduct the business of the Trust, make and execute contracts, and sue and be sued. 


        2.    The
Sponsor hereby assigns, transfers, conveys and sets over to the Trust the sum of $10. It is the intention of the parties hereto that the Trust created hereby
constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. ss. 3801, et seq. (the "Statutory Trust Act"), and that this document constitute the governing instrument of
the Trust. The Trustees are hereby authorized and directed to execute and file a certificate of trust with the Delaware Secretary of State in accordance with the provisions of the Statutory
Trust Act. 


        3.    An
amended and restated Declaration of Trust satisfactory to each party to it, in such form as the parties thereto may approve, will be entered into to provide for the
contemplated operation of the Trust created hereby and the issuance of the Preferred Securities and Common Securities referred to therein. Prior to the execution and delivery of such amended and
restated Declaration of Trust, the Trustees shall not have any duty or obligation hereunder or with respect to the trust estate, except as otherwise required by applicable law or as may be necessary
to obtain prior to such execution and delivery any licenses, consents or approvals required by applicable law or otherwise. Notwithstanding the foregoing, the Trustees may take all actions deemed
proper as are necessary to effect the transactions contemplated herein. 


        4.    The
Sponsor, as agent of the Trust, is hereby authorized, in its discretion, (i) to prepare and file with the Securities and Exchange Commission (the "Commission")
and to execute, in the case of the 1933 Act Registration Statement and 1934 Act Registration Statement (as herein defined), on behalf of the Trust, (a) a Registration Statement (the "1933 Act
Registration Statement"), including all pre-effective and post-effective amendments thereto, relating to the registration under the Securities Act of 1933, as amended (the
"1933 Act"), of the Preferred Securities of the Trust, (b) any preliminary prospectus or prospectus or supplement thereto relating to the Preferred Securities of the Trust required to be filed
pursuant to the 1933 Act, and (c) a Registration Statement on Form 8-A or other appropriate form (the "1934 Act Registration Statement"), including all
pre-effective and post-effective amendments thereto, relating to the registration of the Preferred Securities of the Trust under the Securities Exchange Act of 1934, as
amended; (ii) if and at such time as determined by the Sponsor, to file with the New York Stock Exchange or other exchange, or the National Association of Securities Dealers ("NASD"), and
execute on behalf of the Trust a listing application and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred
Securities of the Trust to be listed on the New York Stock Exchange or such other exchange, or the NASD's Nasdaq National Market; (iii) to file and execute on behalf of the Trust, such
applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents that shall be necessary or desirable to register the Preferred
Securities of the Trust under the securities or "Blue Sky" laws of such jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute and deliver
letters or documents to, or instruments for filing with, a depository relating to the Preferred Securities of the Trust; and (v) to 





 




execute, deliver and perform on behalf of the Trust an underwriting agreement with one or more underwriters relating to the offering of the Preferred Securities of the Trust. 


        In
the event that any filing referred to in this Section 4 is required by the rules and regulations of the Commission, the New York Stock Exchange or other exchange, NASD, or
state securities or "Blue Sky" laws to be executed on behalf of the Trust by the Trustees, each Administrative Trustee, in his capacity as a trustee of the Trust, is hereby authorized to join in any
such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that the Administrative Trustees, in their capacity as a trustee of the Trust, shall not be required
to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, the New York Stock Exchange or other exchange, NASD, or
state securities or "Blue Sky" laws. 


        5.    This
Declaration of Trust may be executed in one or more counterparts. 


        6.    The
number of trustees of the Trust initially shall be five and thereafter the number of trustees of the Trust shall be such number as shall be fixed from time to time by
a written instrument signed by the
Sponsor which may increase or decrease the number of trustees of the Trust; provided, however, that to the extent required by the Statutory Trust Act, one trustee of the Trust shall either be a
natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware. Subject to the foregoing, the
Sponsor is entitled to appoint or remove without cause any trustee of the Trust at any time. Any trustee of the Trust may resign upon thirty days' prior notice to the Sponsor. 


        7.    This
Declaration of Trust shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to conflict of laws principles). 


        8.    The
Sponsor hereby agrees to indemnify the Trustees and any of the officers, directors, employees and agents of the Trustees (the "Indemnified Persons") for, and to hold
each Indemnified Person harmless against, any liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against or investigating any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. 


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        IN
WITNESS WHEREOF, the parties hereto have caused this Declaration of Trust to be duly executed as of the day and year first above written. 



	

 	
 	

PRUDENTIAL FINANCIAL, INC., as Sponsor
	

 	
 	

By:	
 	

/s/  RICHARD J. CARBONE      
 Name:  Richard J. Carbone

Title:    Senior Vice-President
	

 	
 	

JPMORGAN CHASE BANK, as Property Trustee
	

 	
 	

By:	
 	

/s/  CRAIG BAUMBERGER      
 Name:  Craig Baumberger

Title:    Trust Officer
	

 	
 	

CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Delaware Trustee
	

 	
 	

By:	
 	

/s/  JOHN J. CASHIN      
 Name:  John J. Cashin

Title:    Vice-President
	

 	
 	

RICHARD VACCARO,

as Administrative Trustee
	

 	
 	

By:	
 	

/s/  RICHARD VACCARO      

	

 	
 	

SCOTT D. KAPLAN,

as Administrative Trustee
	

 	
 	

By:	
 	

/s/  SCOTT D. KAPLAN      

	

 	
 	

JONATHAN P. HUNT,

as Administrative Trustee
	

 	
 	

By:	
 	

/s/  JONATHAN P. HUNT      





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Exhibit 4.13