Second Supplemental Declaration of Trust Prudential Financial Capital Trust III



 Exhibit 4.21 
 SECOND SUPPLEMENTAL DECLARATION OF TRUST 
 This Second Supplemental Declaration of
Trust (this “Agreement”), dated as of March 5, 2012, is made by and between Prudential Financial, Inc., as Sponsor (the “Sponsor”), and Jurgen Muhlhauser, as administrative trustee (the “New Administrative
Trustee”). 
 W I T N E S S E T H 
 WHEREAS, Prudential Financial Capital Trust III, a Delaware statutory trust (the “Trust”), was formed on April 2, 2003, pursuant to a Declaration of Trust, dated as of April 2, 2003
(the “Declaration of Trust”) among the Sponsor, JPMorgan Chase Bank (now known as JPMorgan Chase Bank, N.A.), as property trustee, Chase Manhattan Bank USA, National Association (now known as Chase Bank USA, National Association), as
Delaware trustee, and Richard Vaccaro, Scott D. Kaplan, and Jonathan P. Hunt, as administrative trustees; 
 WHEREAS, pursuant
to a Supplemental Declaration of Trust, dated February 20, 2009, among the Sponsor, The Bank of New York Mellon, as property trustee (the “Property Trustee”), BNY Mellon Trust of Delaware, as Delaware trustee (the “Delaware
Trustee”), and Yanela C. Frias, Kathleen C. Hoffman and Ajay Sawhney, as administrative trustees, the Sponsor removed JPMorgan Chase Bank, N.A., as property trustee, Chase Bank USA, National Association, as Delaware trustee and Richard Vaccaro,
Scott D. Kaplan, and Jonathan P. Hunt, as administrative trustees and appointed the Property Trustee, the Delaware Trustee, and Yanela C. Frias, Kathleen C. Hoffman and Ajay Sawhney, as administrative trustees; 

WHEREAS, Yanela C. Frias (the “Removed Trustee”) is no longer able or willing to serve as a trustee of the Trust; 

WHEREAS, Jurgen Muhlhauser is willing to accept appointment as an administrative trustee of the Trust on the terms and conditions set
forth in the Declaration of Trust; and 
 WHEREAS, Section 6 of The Declaration of Trust entitles the Sponsor to appoint or
remove any trustee without cause at any time. 
 Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to them in the Declaration of Trust. 
 NOW, THEREFORE, the parties hereto hereby agree as follows: 

1. Pursuant to Section 6 of the Declaration of Trust, the Sponsor hereby removes Yanela C. Frias as an administrative trustee of the
Trust and appoints Jurgen Muhlhauser, as an administrative trustee of the Trust. 
 2. By execution hereof, the New
Administrative Trustee accepts the respective trust created herein and in the Declaration of Trust. 

  
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 3. The New Administrative Trustee shall be subject to all of the same duties and
responsibilities and entitled to all of the same rights, benefits, protections and indemnities provided to the Removed Trustee in the Declaration of Trust. 
 4. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. 

5. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. 
 [SIGNATURE PAGE FOLLOWS] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written. 
  

			
	PRUDENTIAL FINANCIAL, INC., as Sponsor
		
	By:	 	/s/ Robert M. Falzon
		 	Name: Robert M. Falzon
		 	Title: Senior Vice President and Treasurer


  

	
	JURGEN MUHLHAUSER, as Administrative Trustee
	
	/s/ Jurgen Muhlhauser
	



  
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