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                                                                     EXHIBIT 4.4
                             DECLARATION OF TRUST
                                      OF
                     PRUDENTIAL FINANCIAL CAPITAL TRUST I



     THIS DECLARATION OF TRUST is made as of September __, 2001 (this
"Declaration of Trust"), by and among Prudential Financial, Inc., a New Jersey
corporation, as sponsor (the "Sponsor"), The Chase Manhattan Bank, as trustee
(the "Property Trustee"), Chase Manhattan Bank USA, National Association, as
trustee (the "Delaware Trustee"), and Timothy C. Fetten, Richard Vaccaro and
Scott D. Kaplan, as trustee (the "Administrative Trustee") (the Property
Trustee, the Delaware Trustee and the Administrative Trustee 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 I (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 business trust under Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. ss. 3801, et seq. (the "Business 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
Business 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 Capital 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 sponsor 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 Capital Securities of the
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Trust, (b) any preliminary prospectus or prospectus or supplement thereto
relating to the Capital 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 Capital
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 Capital 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 Capital 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 Capital 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 Capital 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, the 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 Trustee, in his 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 Business 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.


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     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/ C. Edward Chaplin
                                   ---------------------------------------------
                                   Name:  C. Edward Chaplin
                                   Title:  Vice President and Treasurer



                           THE CHASE MANHATTAN BANK,
                           as Property Trustee


                           By:     /s/ J. J. Cashin
                                   ---------------------------------------------
                                   Name:  John J. Cashin
                                   Title:  Vice President



                           CHASE MANHATTAN BANK USA,
                           NATIONAL ASSOCIATION,
                           as Delaware Trustee


                           By:     /s/ James P. Freeman
                                   ---------------------------------------------
                                   Name:  James P. Freeman
                                   Title:  Vice President



                           RICHARD VACCARO,
                           as Administrative Trustee


                           /s/ Rich Vaccaro
                           -----------------------------------------------------


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                           TIMOTHY C. FETTEN,
                           as Administrative Trustee


                           By:     /s/ Tim Fetten
                                   ---------------------------------------------




                           SCOTT D. KAPLAN,
                           as Administrative Trustee


                           /s/ Scott Kaplan
                           -----------------------------------------------------



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