<PAGE>

                                                                     EXHIBIT 4.2

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                          PRUDENTIAL FINANCIAL, INC.,

                                            as Issuer

                                      TO


                             JPMORGAN CHASE BANK,

                                           as Trustee




                         First Supplemental Indenture



                             Dated as of ___, 2001





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<PAGE>

                               TABLE OF CONTENTS

                                  ----------

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Parties.........................................................................................         1

Recitals of the Company.........................................................................         1


                                            ARTICLE I

                                           DEFINITIONS

SECTION 1.1.          Definition of Terms.......................................................         1
                      Applicable Spread.........................................................         2
                      Business Day..............................................................         3
                      Collateral Agent..........................................................         3
                      Company Indemnified Person................................................         3
                      Declaration...............................................................         3
                      Dissolution Event.........................................................         3
                      Failed Remarketing........................................................         3
                      Fiduciary Indemnified Person..............................................         3
                      Global Debenture..........................................................         3
                      Initial Remarketing Date..................................................         3
                      Interest Rate.............................................................         3
                      Last Failed Remarketing...................................................         3
                      Non Book-Entry Capital Securities.........................................         3
                      Normal Units..............................................................         3
                      Over-Allotment Option.....................................................         3
                      Purchase Contract.........................................................         3
                      Purchase Contract Agreement...............................................         3
                      Subsequent Remarketing Date...............................................         4
                      Two-Year Benchmark Treasury Rate..........................................         4

                                           ARTICLE II

                         GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

SECTION 2.1.          Designation, Principal Amount and Authorized Denomination.................         4
SECTION 2.2.          Maturity..................................................................         4
SECTION 2.3.          Form and Payment..........................................................         4
SECTION 2.4.          Global Debenture..........................................................         5
SECTION 2.5.          Interest and Interest Rate Reset..........................................         6

                                           ARTICLE III

                                            EXPENSES

SECTION 3.1.          Expenses..................................................................         8
SECTION 3.2.          Payment Upon Resignation or Removal.......................................         9
SECTION 3.3.          Indemnification...........................................................         9
</TABLE>

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<TABLE>
<S>                                                                                                 <C>
                                           ARTICLE IV

                                        FORM OF DEBENTURE

SECTION 4.1.          Form of Debenture.........................................................    11

                                           ASSIGNMENT


                                            ARTICLE V

                                  ORIGINAL ISSUE OF DEBENTURES

SECTION 5.1.          Original Issue of Debentures..............................................    21

                                           ARTICLE VI

                                          MISCELLANEOUS

SECTION 6.1.          Ratification of Base Indenture............................................    21
SECTION 6.2.          Governing Law.............................................................    21
SECTION 6.3.          Counterparts..............................................................    21
SECTION 6.4.          Trustee Not Responsible for Recitals......................................    21
</TABLE>

                                     -ii-
<PAGE>

     First Supplemental Indenture, dated as of _____, 2001 (the "First
Supplemental Indenture"), between Prudential Financial, Inc., a corporation duly
organized and existing under the laws of the State of New Jersey (the
"Company"), and JPMorgan Chase Bank, a New York banking corporation, as trustee
(the "Trustee").

     Whereas, the Company executed and delivered the indenture, dated as of
_____, 2001 (the "Base Indenture"), to the Trustee to provide for the future
issuance of the Company's debentures (the "Securities"), to be issued from time
to time in one or more series as might be determined by the Company under the
Base Indenture;

     Whereas, pursuant to the terms of the Base Indenture, the Company desires
to provide for the establishment of a new series of its Securities to be known
as its ___% Debentures due 2006 (the "Debentures"), the form and substance of
such Debentures and the terms, provisions and conditions thereof to be set forth
as provided in the Base Indenture and this First Supplemental Indenture
(together, the "Indenture");

     Whereas, Prudential Financial Capital Trust I, a Delaware statutory
business trust (the "Trust"), has offered to the public its ___% Capital
Securities (the "Capital Securities"), representing undivided beneficial
interests in the assets of the Trust, and proposes to invest the proceeds from
such offering, together with the proceeds of the issuance and sale by the Trust
to the Company of its ___% Common Securities (the "Common Securities" and
together with the Capital Securities, the "Trust Securities"), in the
Debentures; and

     Whereas, the Company has requested that the Trustee execute and deliver
this First Supplemental Indenture and has satisfied all requirements necessary
to make this First Supplemental Indenture a valid instrument in accordance with
its terms, and to make the Debentures, when executed by the Company and
authenticated and delivered by the Trustee, the valid obligations of the Company
and all acts and things necessary have been done and performed to make this
First Supplemental Indenture enforceable in accordance with its terms, and the
execution and delivery of this First Supplemental Indenture has been duly
authorized in all respects:

     Now Therefore, in consideration of the purchase and acceptance of the
Debentures by the Holders thereof, and for the purpose of setting forth, as
provided in the Indenture, the form and substance of the Debentures and the
terms, provisions and conditions thereof, the Company covenants and agrees with
the Trustee as follows:

                                   ARTICLE I

                                  DEFINITIONS

SECTION 1.1.  Definition of Terms.

     Unless the context otherwise requires:

             (a) a term defined in the Base Indenture has the same meaning when
     used in this First Supplemental Indenture;

             (b) a term defined anywhere in this First Supplemental Indenture
     has the same meaning throughout;

                                      -1-
<PAGE>

             (c) the singular includes the plural and vice versa;

             (d) headings are for convenience of reference only and do not
     affect interpretation;

             (e) the following terms have the meanings given to them in the
     Declaration: Administrative Trustee; Capital Securities; Capital Security
     Certificate; Delaware Trustee; Property Trustee; Purchase Contract
     Agreement; Remarketing Agent; Reset Agent; Reset Rate; Securities and
     Underwriting Agreement.

             (f) the following terms have the meanings given to them in this
     Section 1.1(f):

     "Applicable Spread" means the spread determined as set forth below, based
     on the prevailing rating, as defined below, of the Company's senior
     unsecured debt in effect at the close of business on the Business Day
     immediately preceding the date of the Last Failed Remarketing:

     Prevailing Rating of Senior Notes                 Applicable Spread
     ---------------------------------                 -----------------
            AA/Aa
            A/A
            BBB/Baa
            Below BBB/Baa

     For purposes of this definition, the "prevailing rating" of the Company's
senior unsecured debt shall be:

               (i)   AA/Aa if the senior unsecured debt has a credit rating of
         AA- or better by Standard & Poor's Ratings Services ("S&P") and Aa3 or
         better by Moody's Investors Service, Inc. ("Moody's") or the equivalent
         of these ratings by those agencies or a substitute rating agency or
         substitute rating agencies selected by the Remarketing Agent, after
         consultation with the Company;

               (ii)  A/A if the senior unsecured debt has a credit rating of A-
         or better by S&P and A3 or better by Moody's or the equivalent of these
         ratings by those agencies or a substitute rating agency or substitute
         rating agencies selected by the Remarketing Agent, after consultation
         with the Company;

               (iii) BBB/Baa if the senior unsecured debt has a credit rating of
         BBB- or better by S&P and Baa3 or better by Moody's or the equivalent
         of these ratings by those agencies or a substitute rating agency or
         substitute rating agencies selected by the Remarketing Agent, after
         consultation with the Company; or

               (iv)  if none of the above applies, then Below BBB/Baa.

Notwithstanding the foregoing:

                          (A)  if (i) the credit rating of the senior unsecured
                   debt by S&P is on the "Credit Watch" of S&P with a
                   designation of "negative implications" or "developing," or
                   (ii) the credit rating of the senior unsecured debt by
                   Moody's is on the "Corporate Credit Watch List" with a
                   designation of "downgrade" or "uncertain," or, in each case,
                   on any successor list of S&P or Moody's with a comparable
                   designation, the prevailing ratings of the senior unsecured
                   debt shall

                                      -2-
<PAGE>

                   be deemed to be within a range one full level lower in the
                   above table than those actually assigned to the senior
                   unsecured debt by Moody's and S&P;

                          (B)  if the senior unsecured debt is rated by only one
                   rating agency on or before the time of remarketing, the
                   prevailing rating will at all times be determined without
                   reference to the rating of any other rating agency; and

                          (C)  if no rating agency has a rating of the senior
                   unsecured debt in effect and the Remarketing Agent is unable
                   to identify a substitute rating agency or rating agencies,
                   the prevailing rating shall be deemed to be Below BBB/Baa.

     "Business Day" means any day that is not a Saturday, Sunday or day on which
     banking institutions and trust companies in The City of New York are
     authorized or required by law, regulation or executive order to close.

     "Collateral Agent" has the meaning set forth in the Purchase Contract
     Agreement.

     "Company Indemnified Person" means (a) any Administrative Trustee; (b) any
     Affiliate of any administrative Trustee; (c) any officers, directors,
     shareholders, members, partners, employees, representatives or agents of
     any Administrative Trustee or any Affiliate of any administrative Trustee;
     or (d) any officer, employee or agent of the trust or its Affiliates.

     "Declaration" means the Amended and Restated Declaration of Trust of
     Prudential Financial Capital Trust I, a Delaware statutory business trust,
     dated as of ___, 2001.

     "Dissolution Event" means the dissolution of the Trust and the distribution
     of the Debentures held by the Property Trustee to the holders of the
     Securities issued by the Trust pro rata in accordance with the Declaration.

     "Failed Remarketing" has the meaning set forth in the Purchase Contract
     Agreement.

     "Fiduciary Indemnified Person" has the meaning set forth in Section 3.3(b).

     "Global Debenture" has the meaning set forth in Section 2.4.

     "Initial Remarketing Date" has the meaning set forth in the Purchase
     Contract Agreement.

     "Interest Rate" shall have the meaning set forth in Section 2.5.

     "Last Failed Remarketing" has the meaning set forth in the Purchase
     Contract Agreement.

     "Non Book-Entry Capital Securities" shall have the meaning set forth in
     Section 2.4.

     "Normal Units" has the meaning set forth in the Purchase Contract
     Agreement.

     "Over-Allotment Option" shall mean the option granted to the underwriters
     pursuant to the Underwriting Agreement to purchase up to an additional ___
     Normal Units.

     "Purchase Contract" shall have the meaning set forth in the Purchase
     Contract Agreement.

     "Purchase Contract Agreement" shall mean that certain agreement dated as of
     ___, 2001 between the Company and JPMorgan Chase Bank, as purchase contract
     agent.

                                      -3-
<PAGE>

     "Subsequent Remarketing Date" has the meaning set forth in the Purchase
     Contract Agreement.

     "Two-Year Benchmark Treasury Rate" means the bid side rate at 10:00 a.m.,
     New York City time, on the third Business Day preceding  __________, 2004
     [Insert stock purchase date] for direct obligations of the United States of
     America with a maturity comparable to the remaining term to maturity of the
     Debentures held by the Trust, as agreed upon by the Company and the
     Remarketing Agent.  This rate will be as displayed in the Telerate system
     or, if the Telerate system is no longer available or, in the opinion of the
     Remarketing Agent, after consultation with the Company, no longer an
     appropriate system from which to obtain that rate, any other nationally
     recognized quotation system which is appropriate in the opinion of the
     Remarketing Agent, after consultation with the Company.  If the Two-Year
     Benchmark Treasury Rate is not displayed in the Telerate System, or other
     nationally recognized quotation system, as applicable, the Reset Rate will
     be calculated by the Remarketing Agent as the yield to maturity of the
     Capital Securities, expressed as a bond equivalent on the basis of a year
     of 365 or 366 days, as applicable, and applied on a daily basis, and
     computed by taking the arithmetic mean of the secondary market bid rates,
     as of 10:30 a.m., New York City time, on the third Business Day preceding
     _________, 2004 [Insert stock purchase date] of three leading United States
     government securities dealers selected by the Remarketing Agent, after
     consultation with the Company, which may include the Remarketing Agent or
     an affiliate thereof.

                                  ARTICLE II

                GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

SECTION 2.1.   Designation, Principal Amount and Authorized Denomination.

     There is hereby authorized a series of Securities designated the ___%
Debentures due 2006 (the "Debentures"), limited in aggregate principal amount to
$___ (or up to $___, if the Over-Allotment Option is exercised in full), which
amount to be issued shall be as set forth in any Company Order for the
authentication and delivery of Debentures pursuant to the Base Indenture. The
denominations in which Debentures shall be issuable is $50 and integral
multiples thereof.

SECTION 2.2.   Maturity.

     The Stated Maturity Date will be ___, 2006.

SECTION 2.3.   Form and Payment.

            (a)  Except as provided in Section 2.4, the Debentures shall be
     issued in fully registered certificated form without interest coupons
     bearing identical terms, registered initially in the name of JPMorgan Chase
     Bank, as Property Trustee of the Trust, for the benefit of the holders of
     the Trust Securities.

            (b)  Principal, premium (if any) and interest on the Debentures
     issued in certificated form will be payable, the transfer of such
     Debentures will be registrable and such Debentures will be exchangeable for
     Debentures bearing identical terms and provisions at the office or agency
     of the Trustee; provided, however, that any such payment of principal,
     premium (if any) and interest may be made, at the option of the Company, by
     check mailed to the Person entitled thereto at such address as shall appear
     in the Register or by wire transfer in immediately available funds to

                                      -4-
<PAGE>

     the bank account number of such Person specified in writing by such Person
     to the Trustee at least five Business Days prior to the applicable payment
     date and entered in the Register by the Registrar. Notwithstanding the
     foregoing, so long as the Holder of any Debentures is the Property Trustee,
     the Purchase Contract Agent or the Collateral Agent, as applicable, the
     payment of the principal and premium (if any) of and interest (including
     expenses and taxes of the Trust set forth in Section 3.1 hereof, if any) on
     such Debentures held by the Property Trustee, the Purchase Contract Agent
     or the Collateral Agent, as applicable, will be made at such place and to
     such account as may be designated in writing by the Property Trustee, the
     Purchase Contract Agent or the Collateral Agent, as applicable. All
     payments with respect to the Debentures shall be payable in such coin or
     currency of the United States of America as at the time of payment is legal
     tender for the payment of public and private debts.

SECTION 2.4.   Global Debenture.

           (a) The Depository Trust Company shall serve as the initial
     Depository for the Global Debenture.

           (b) In connection with a Dissolution Event,

               (i)  the Debentures in certificated form may be presented to the
        Trustee by the Property Trustee in exchange for a global Debenture in an
        aggregate principal amount equal to the aggregate principal amount of
        all outstanding Debentures (a "Global Debenture"), to be registered in
        the name of the Depository, or its nominee, and delivered by the
        Property Trustee to the Depository or pursuant to its instructions for
        crediting to the accounts of its participants pursuant to the
        instructions of the Administrative Trustees. The Company upon any such
        presentation shall execute a Global Debenture in such aggregate
        principal amount and deliver the same to the Trustee for authentication
        and delivery in accordance with the Indenture. The Trustee, upon receipt
        of such Global Debenture, together with an Officer's Certificate and a
        Company Order requesting authentication, will authenticate such Global
        Debenture. Payments on the Debentures issued as a Global Debenture will
        be made to the Depository; and

               (ii) if any Capital Securities are held in non book-entry
        certificated form, the Debentures in certificated form may be presented
        to the Trustee by the Property Trustee and any Capital Security
        Certificate which represents Capital Securities other than Capital
        Securities held by the Depository or its nominee ("Non Book-Entry
        Capital Securities") will be deemed to represent beneficial interests in
        the Debentures presented to the Trustee by the Property Trustee having
        an aggregate principal amount equal to the aggregate liquidation amount
        of the Non Book-Entry Capital Securities until such Capital Security
        Certificates are presented to the Property Trustee for transfer or
        reissuance at which time such Capital Security Certificates will be
        cancelled and a Debenture, registered in the name of the Holder of the
        Capital Security Certificate or the transferee of the Holder of such
        Capital Security Certificate, as the case may be, with an aggregate
        principal amount equal to the aggregate liquidation amount of the
        Capital Security Certificate cancelled, will be executed by the Company
        and delivered to the Trustee for authentication and delivery in
        accordance with the Indenture to such Holder. The Trustee, upon receipt
        of such Debenture together with an Officer's Certificate and a Company
        Order requesting authentication, shall authenticate such Debenture. On
        issue of such Debentures, Debentures with an equivalent aggregate
        principal amount that were presented by the Property Trustee to the
        Trustee will be deemed to have been cancelled.

                                      -5-
<PAGE>

          (c)  Unless and until it is exchanged for the Debentures in definitive
     registered form, a Global Debenture may be transferred, in whole but not in
     part, only to the Depository, another nominee of the Depository, or to a
     successor Depository selected or approved by the Company or to a nominee of
     such successor Depository.

          (d)  If (i) at any time the Depository for Global Debenture notifies
     the Company that it is unwilling or unable to continue as Depository for
     such Global Debenture or if at any time the Depository for such Global
     Debenture shall no longer be a clearing agency registered or in good
     standing under the Exchange Act or other applicable statute or regulation,
     and a successor Depository for such Global Debenture is not appointed by
     the Company within 90 days after the Company receives such notice or
     becomes aware of such condition, as the case may be, or (ii) the Company
     determines in its sole discretion that the Debentures shall no longer be
     represented by one or more Global Debenture and delivers to the Trustee an
     Officer's Certificate evidencing such determination, then the Company will
     execute and the Trustee, upon receipt of an Officer's Certificate
     evidencing any such determination by the Company, will authenticate and
     deliver Debentures of like tenor in definitive registered form, in
     authorized denominations, and in aggregate principal amount equal to the
     principal amount of the Global Debenture in exchange for such Global
     Debenture. Upon the exchange of Global Debenture for such Debentures in
     definitive registered form without coupons, in authorized denominations,
     the Global Debenture shall be canceled by the Trustee. Such Debentures in
     definitive registered form issued in exchange for Global Debenture pursuant
     to this Section shall be registered in such names and in such authorized
     denominations as the Depository, pursuant to instructions from its direct
     or indirect participants or otherwise, shall instruct the Trustee. The
     Trustee shall deliver such Debentures to the Persons in whose names such
     Debentures are so registered.

SECTION 2.5.    Interest and Interest Rate Reset.

          (a)  Each Debenture will bear interest (i) initially at the rate of
     ___% per annum (the "Interest Rate") from the original date of issuance
     through and including the Initial Remarketing Date or the applicable
     Subsequent Remarketing Date, as the case may be, and thereafter at the
     Reset Rate in accordance with Section 2.5(b) and notified to the Trustee by
     the Company (the "Reset Rate"), and, (ii) if there has been a Last Failed
     Remarketing, at a rate equal to the sum of the Two-Year Benchmark Treasury
     Rate and the Applicable Spread, and notified to the Trustee by the Company,
     accruing from and after the Stock Purchase Date and effective for all
     interest payments after _______, 2004 [Insert stock purchase date], until,
     in each case, the principal thereof becomes due and payable, and on any
     overdue principal, premium (if any) and (to the extent that payment of such
     interest is enforceable under applicable law) on any overdue installment of
     interest (x) at the Interest Rate through and including the Initial
     Remarketing Date or the applicable Subsequent Remarketing Date, as the case
     may be, and at the Reset Rate thereafter, and, (y) if there has been a Last
     Failed Remarketing, at a rate equal to the sum of the Two-Year Benchmark
     Treasury Rate and the Applicable Spread, accruing from and after the Stock
     Purchase Date and effective for all payments after _______, 2004 [Insert
     stock purchase date], in each case compounded quarterly, payable (subject
     to the provisions of Section 2.5(c) quarterly in arrears on ______, ______,
     _______ and _______ of each year (each, an "Interest Payment Date")
     commencing on ________, 2002, to the Person in whose name such Debenture or
     any predecessor Debenture is registered, at the close of business on the
     regular record date for such interest installment which, in respect of (i)
     Debentures of which the Property Trustee is the Holder and the Capital
     Securities are in book-entry only form or (ii) a Global Debenture, shall be
     the close of business on the Business Day next preceding that Interest
     Payment Date. Notwithstanding the foregoing sentence, if (i) the Debentures
     are held by the Property Trustee

                                      -6-
<PAGE>

     and the Capital Securities are no longer in book-entry only form or (ii)
     the Debentures are not represented by a Global Debenture, the record date
     for such interest installment will be the close of business on the 15/th/
     day (whether or not a Business Day) prior to an Interest Payment Date.

          (b) The interest rate on the Debentures will be reset on the Initial
     Remarketing Date or any Subsequent Remarketing Date, as the case may be, to
     the Reset Rate determined by the Reset Agent in accordance with Annex I to
     the Declaration (which Reset Rate will become effective from and after
     ___________, 2004 [Insert Remarketing date + 1 day]); provided, however,
     that if there has been a Failed Remarketing, the Reset Rate will be equal
     to the Interest Rate until the Capital Securities are successfully
     remarketed pursuant to the Purchase Contract Agreement; and provided,
     further, that if there has been a Last Failed Remarketing, the interest
     rate on the Debentures will be equal to the sum of the Two-Year Benchmark
     Treasury Rate and the Applicable Spread accruing from and after the Stock
     Purchase Date and effective for all interest payments after __________,
     2004 [Insert stock purchase date].

          (c) So long as no Event of Default has occurred and is continuing, the
     Company shall have the right at any time, and from time to time, during the
     term of the Debentures, to defer payments of interest by extending the
     interest payment period of such Debentures for a period not extending, in
     the aggregate, beyond the Stated Maturity Date, provided that any such
     period shall end on an Interest Payment Date (the "Deferral Period"),
     during which Deferral Period no interest shall be due and payable. To the
     extent permitted by applicable law, interest, the payment of which has been
     deferred because of the extension of the interest payment period pursuant
     to this Section 2.5(c), will bear interest thereon, (i) at the Interest
     Rate through and including the Initial Remarketing Date or the applicable
     Subsequent Remarketing Date, as the case may be, and, subject to paragraph
     (b) above, at the Reset Rate thereafter, and, (ii) if there has been a Last
     Failed Remarketing, at a rate equal to the sum of the Two-Year Benchmark
     Treasury Rate and the Applicable Spread, and notified to the Trustee, by
     the Company effective for all interest payments after _______, 2004 [Insert
     stock purchase date] accruing from and after the Stock Purchase Date and
     compounded quarterly for each quarter of the Deferral Period ("Compounded
     Interest"). At the end of the Deferral Period, the Company shall pay all
     interest accrued and unpaid on the Debentures and Compounded Interest
     (together, "Deferred Interest") that shall be payable to the Holders of the
     Debentures in whose names the Debentures are registered in the Register on
     the record date immediately preceding the end of the Deferral Period. Prior
     to the termination of any Deferral Period, the Company may further extend
     such period, provided that such period together with all such previous and
     further extensions thereof shall not extend beyond the Stated Maturity
     Date, provided that any such period shall end on an Interest Payment Date.
     Upon the termination of any Deferral Period and the payment of all Deferred
     Interest then due, the Company may commence a new Deferral Period, subject
     to the foregoing requirements. No interest shall be due and payable during
     a Deferral Period, except at the end thereof, but the Company, at its
     option, may prepay on any Interest Payment Date all or any portion of the
     interest accrued during the then elapsed portion of a Deferral Period. The
     Company shall give the Trustee written notice of the Company's election to
     begin a Deferral Period for the Debentures and any shortening or extension
     thereof at least five Business Days prior to the earlier of (i) the date
     the interest on such Debentures or distributions on the Capital Securities
     is payable or (ii) the date the trustees of the Trust are required to give
     notice to the New York Stock Exchange or other applicable self-regulatory
     organization or to holders of the Capital Securities of the record date or
     the date such distributions are payable, but in any event not less than
     five Business Days prior to such record date. The Company shall give or
     cause the Trustee to give notice at the expense of the Company (a form of
     which shall be provided by the Company to the Trustee) of the Company's
     election to begin, shorten or extend a Deferral Period to the Holders by
     first class mail, postage prepaid.

                                      -7-
<PAGE>

          (d) The amount of interest payable for any period will be computed on
     the basis of a 360-day year consisting of twelve 30-day months. Except as
     provided in the following sentence, the amount of interest payable for any
     period shorter than a full quarterly period for which interest is computed
     will be computed on the basis of the actual number of days elapsed in such
     a 90-day period based on 30-day months. In the event that any date on which
     interest is payable on the Debentures, or on which any action required
     under the Indenture with respect to the Debentures is to be taken, is not a
     Business Day, then payment of interest payable on such date will be made,
     and the relevant action will be taken, on the next succeeding day which is
     a Business Day (and without any interest or other payment in respect of any
     such delay), except that, if such Business Day is in the next succeeding
     calendar month or year, such payment shall be made on the immediately
     preceding Business Day, in each case with the same force and effect as if
     made on such date.

          (e) The Debentures are not entitled to any sinking fund payments and
     are not redeemable prior to maturity.

                                  ARTICLE III

                                   EXPENSES

SECTION 3.1.  Expenses.

     In connection with the offering, sale and issuance of the Debentures to the
Property Trustee and in connection with the sale of the Securities by the Trust,
the Company, in its capacity as borrower with respect to the Debentures, shall:

          (a) pay all costs and expenses relating to the offering, sale and
     issuance of the Debentures, including commissions to the underwriters
     payable pursuant to the Underwriting Agreement and compensation of the
     Trustee under this Indenture in accordance with the provisions of this
     Indenture;

          (b) be responsible for and shall pay all debts and obligations (other
     than with respect to the Securities and other than with respect to taxes)
     and all costs and expenses of the Trust (including, but not limited to,
     costs and expenses relating to the organization, maintenance and
     dissolution of the Trust), the offering, sale and issuance of the
     Securities (including commissions to the underwriters in connection
     therewith), the fees and expenses (including reasonable counsel fees and
     expenses) of the Property Trustee, the Delaware Trustee and the
     Administrative Trustees (including any amounts payable under Section 3.3
     hereof and Article X of the Declaration), the costs and expenses relating
     to the operation of the Trust, including, without limitation, costs and
     expenses of accountants, attorneys, statistical or bookkeeping services,
     expenses for printing and engraving and computing or accounting equipment,
     paying agent(s), registrar(s), transfer agent(s), duplicating, travel and
     telephone and other telecommunications expenses and costs and expenses
     incurred in connection with the acquisition, financing, and disposition of
     Trust assets and the enforcement by the Property Trustee of the rights of
     the Holders of the Securities;

          (c) be primarily liable for any indemnification obligations arising
     under Section 3.3 with respect to this Indenture; and

          (d) pay any and all taxes (other than United States withholding taxes
     attributable to the Trust or its assets) and all liabilities, costs and
     expenses with respect to such taxes of the Trust.

                                      -8-
<PAGE>

     The Company's obligations under this Section 3.1 shall be for the benefit
of, and shall be enforceable by, any person to whom such debts, obligations,
costs, expenses and taxes are owed (a "Creditor") whether or not such Creditor
has received notice hereof. Any such Creditor may enforce the Company's
obligations under this Section 3.1 directly against the Company and the Company
irrevocably waives any right or remedy to require that any such Creditor take
any action against the Trust or any other Person before proceeding against the
Company. The Company agrees to execute such additional agreements as may be
necessary or desirable in order to give full effect to the provisions of this
Section 3.1.

SECTION 3.2.  Payment Upon Resignation or Removal.

     Upon termination of this First Supplemental Indenture or the Base Indenture
or the removal or resignation of the Trustee, the Company shall pay to the
Trustee all amounts then owing to the Trustee under Section 7.7 of the Base
Indenture. Upon termination of the Declaration or the removal or resignation of
the Delaware Trustee or the Property Trustee, as the case may be, pursuant to
Section 5.6 of the Declaration, the Company shall pay to the Delaware Trustee or
the Property Trustee, as the case may be, all amounts accrued to the date of
such termination, removal or resignation.

SECTION 3.3.  Indemnification.

           (a)  (i)  The Company shall indemnify, to the fullest extent
     permitted by law, any Company Indemnified Person who was or is a party or
     is threatened to be made a party to any threatened, pending or completed
     action, suit or proceeding, whether civil, criminal, administrative or
     investigative (other than an action by or in the right of the Trust) by
     reason of the fact that he is or was a Company Indemnified Person against
     expenses (including reasonable attorneys' fees), judgments, fines and
     amounts paid in settlement actually and reasonably incurred by him in
     connection with such action, suit or proceeding if he acted in good faith
     and in a manner he reasonably believed to be in or not opposed to the best
     interests of the Trust, and, with respect to any criminal action or
     proceeding, had no reasonable cause to believe his conduct was unlawful.
     The termination of any action, suit or proceeding by judgment, order,
     settlement, conviction, or upon a plea of nolo contendere or its
     equivalent, shall not, of itself, create a presumption that the Company
     Indemnified Person did not act in good faith and in a manner which he
     reasonably believed to be in or not opposed to the best interests of the
     Trust, and, with respect to any criminal action or proceeding, had
     reasonable cause to believe that his conduct was unlawful.

               (ii)  The Company shall indemnify, to the fullest extent
     permitted by law, any Company Indemnified Person who was or is a party or
     is threatened to be made a party to any threatened, pending or completed
     action or suit by or in the right of the Trust to procure a judgment in its
     favor by reason of the fact that he is or was a Company Indemnified Person
     against expenses (including reasonable attorneys' fees) actually and
     reasonably incurred by him in connection with the defense or settlement of
     such action or suit if he acted in good faith and in a manner he reasonably
     believed to be in or not opposed to the best interests of the Trust and
     except that no such indemnification shall be made in respect of any claim,
     issue or matter as to which such Company Indemnified Person shall have been
     adjudged to be liable to the Trust unless and only to the extent that the
     Court of Chancery of Delaware or the court in which such action or suit was
     brought shall determine upon application that, despite the adjudication of
     liability but in view of all the circumstances of the case, such person is
     fairly and reasonably entitled to indemnity for such expenses which such
     Court of Chancery or such other court shall deem proper.

                                      -9-
<PAGE>

               (iii)  Any indemnification under paragraphs (i) and (ii) of this
     Section 3.3(a) (unless ordered by a court) shall be made by the Company
     only as authorized in the specific case upon a determination that
     indemnification of the Company Indemnified Person is proper in the
     circumstances because he has met the applicable standard of conduct set
     forth in paragraphs (i) and (ii). Such determination shall be made (1) by
     the Administrative Trustees by a majority vote of a quorum consisting of
     such Administrative Trustees who were not parties to such action, suit or
     proceeding, (2) if such a quorum is not obtainable, or, even if obtainable,
     if a quorum of disinterested Administrative Trustees so directs, by
     independent legal counsel in a written opinion, or (3) by the Common
     Security Holder of the Trust.

               (iv)   Expenses (including reasonable attorneys' fees) incurred
     by a Company Indemnified Person in defending a civil, criminal,
     administrative or investigative action, suit or proceeding referred to in
     paragraphs (i) and (ii) of this Section 3.3(a) shall be paid by the
     Debenture Issuer in advance of the final disposition of such action, suit
     or proceeding upon receipt of an undertaking by or on behalf of such
     Company Indemnified Person to repay such amount if it shall ultimately be
     determined that such person is not entitled to be indemnified by the
     Debenture Issuer as authorized in this Section 3.3(a). Notwithstanding the
     foregoing, no advance shall be made by the Debenture Issuer if a
     determination is reasonably and promptly made (i) by the Administrative
     Trustees by a majority vote of a quorum of disinterested Administrative
     Trustees, (ii) if such a quorum is not obtainable, or, even if obtainable,
     if a quorum of disinterested Administrative Trustees so directs, by
     independent legal counsel in a written opinion or (iii) the Common Security
     Holder of the Trust, that, based upon the facts known to the Administrative
     Trustees, independent legal counsel or Common Security Holder at the time
     such determination is made, such person acted in bad faith or in a manner
     that such person did not believe to be in or not opposed to the best
     interests of the Trust, or, with respect to any criminal proceeding, that
     such Company Indemnified Person believed or had reasonable cause to believe
     his conduct was unlawful. In no event shall any advance be made in
     instances where the Administrative Trustees, independent legal counsel or
     Common Security Holder reasonably determine that such person deliberately
     breached such person's duty to the Trust or its Common or Capital Security
     Holders.

               (v)    The indemnification and advancement of expenses provided
     by, or granted pursuant to, the other paragraphs of this Section 3.3(a)
     shall not be deemed exclusive of any other rights to which those seeking
     indemnification and advancement of expenses may be entitled under any
     agreement, vote of shareholders or disinterested directors of the Company
     or Capital Security Holders of the Trust or otherwise, both as to action in
     his official capacity and as to action in another capacity while holding
     such office. All rights to indemnification under this Section 3.3(a) shall
     be deemed to be provided by a contract between the Company and each Company
     Indemnified Person who serves in such capacity at any time while this
     Section 3.3(a) is in effect. Any repeal or modification of this Section
     3.3(a) shall not affect any rights or obligations then existing.

               (vi)   The Company or the Trust may purchase and maintain
     insurance on behalf of any person who is or was a Company Indemnified
     Person against any liability asserted against him and incurred by him in
     any such capacity, or arising out of his status as such, whether or not the
     Company would have the power to indemnify him against such liability under
     the provisions of this Section 3.3(a).

               (vii)  For purposes of this Section 3.3(a), references to "the
     Trust" shall include, in addition to the resulting or surviving entity, any
     constituent entity (including any constituent

                                      -10-
<PAGE>

     of a constituent) absorbed in a consolidation or merger, so that any person
     who is or was a director, trustee, officer or employee of such constituent
     entity, or is or was serving at the request of such constituent entity as a
     director, trustee, officer, employee or agent of another entity, shall
     stand in the same position under the provisions of this Section 3.3(a) with
     respect to the resulting or surviving entity as such person would have with
     respect to such constituent entity if its separate existence had continued.

               (viii) The indemnification and advancement of expenses provided
     by, or granted pursuant to, this Section 3.3(a) shall, unless otherwise
     provided when authorized or ratified, continue as to a person who has
     ceased to be a Company Indemnified Person and shall inure to the benefit of
     the successors, heirs, executors and administrators of such a person.

          (b)  To the fullest extent permitted by law, the Company agrees to
     indemnify the (i) Property Trustee (including in its individual capacity),
     (ii) the Delaware Trustee (including in its individual capacity), (iii) any
     Affiliate of the Property Trustee or the Delaware Trustee, and (iv) any
     officers, directors, shareholders, members, partners, employees,
     representatives, custodians, nominees or agents of the Property Trustee or
     the Delaware Trustee (each of the Persons in (i) through (iv) being
     referred to as a "Fiduciary Indemnified Person") for, and to hold each
     Fiduciary Indemnified Person harmless against, any loss, liability or
     expense to the extent incurred without negligence, willful misconduct or
     bad faith on its part, arising out of or in connection with the acceptance
     or administration of the trust or trusts under the Declaration, including
     the costs and expenses (including reasonable legal fees and expenses) of
     defending itself against or investigating any claim (whether asserted by
     the issuer, any Holder or any other person) or liability in connection with
     the exercise or performance of any of its powers or duties hereunder. The
     provisions of this Section 3.3(b) shall survive the termination of the
     Declaration, the dissolution of the Trust and any resignation or removal of
     the Property Trustee or the Delaware Trustee, as the case may be.

                                  ARTICLE IV

                               FORM OF DEBENTURE

SECTION 4.1.  Form of Debenture.

     The Debentures and the Trustee's Certificate of Authentication to be
endorsed thereon are to be substantially in the following forms:

     [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - This Debenture is a
  Global Debenture within the meaning of the Indenture hereinafter referred to
  and is registered in the name of the Depository or a nominee of the
  Depository. This Debenture is exchangeable for Debentures registered in the
  name of a person other than the Depository or its nominee only in the limited
  circumstances described in the Indenture, and no transfer of this Debenture
  (other than a transfer of this Debenture as a whole by the Depository to a
  nominee of the Depository or by a nominee of the Depository to the Depository
  or another nominee of the Depository) may be registered except in limited
  circumstances.

     Unless this Debenture is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the issuer or
its agent for registration of transfer, exchange or payment, and any Debenture
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment

                                      -11-
<PAGE>

hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede &
Co., has an interest herein.]

                                      -12-
<PAGE>

No. ___________________

CUSIP No. ______________                $_____________________

                          PRUDENTIAL FINANCIAL, INC.

                           _____% DEBENTURE DUE 2006

     PRUDENTIAL FINANCIAL, INC., a New Jersey corporation (the "Company", which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to __________________________,
or registered assigns, the principal sum of United States dollars ______
($______________) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE OR IS A PLEDGED
DEBENTURE UNDER THE PURCHASE CONTRACT AGREEMENT, INSERT -- or such other
principal amount reflected in the Schedule of Increases or Decreases in [Global
Debenture Certificate] [Pledged Debenture Certificate] attached hereto] on
________, 2006 (such date is hereinafter referred to as the "Stated Maturity
Date"), and to pay interest on said principal sum from ____________, 2004, or
from the most recent interest payment date (each such date, an "Interest Payment
Date") to which interest has been paid or duly provided for, quarterly in
arrears (subject to deferral as set forth herein) on _________, _________,
_________, and _________ of each year, commencing on _________, 2002, (i)
initially at the rate of ___% per annum through and including the Initial
Remarketing Date or the applicable Subsequent Remarketing Date, as the case may
be, and at the Reset Rate thereafter and, (ii) if there has been a Last Failed
Remarketing, at a rate equal to the sum of the Two-Year Benchmark Treasury Rate
and the Applicable Spread, accruing from and after the Stock Purchase Date and
effective for all interest payments after _______, 2004 [Insert stock purchase
date], in each case until the principal hereof shall have become due and
payable, and on any overdue principal and premium, if any, and (without
duplication and to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest (x) at the rate of ___%
through and including the Initial Remarketing Date or the applicable Subsequent
Remarketing Date, as the case may be, and at the Reset Rate thereafter, and, (y)
if there has been a Last Failed Remarketing, at a rate equal to the sum of the
Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and
after the Stock Purchase Date and effective for all payments after _______, 2004
[Insert stock purchase date], in each case until the principal hereof shall have
become due and payable, compounded quarterly. The interest rate will be reset
during the Initial Remarketing Period or any Subsequent Remarketing Period, as
the case may be, to the Reset Rate (as determined by the Reset Agent); provided,
however, that if there has been a Failed Remarketing, the Reset Rate will be
equal to the Interest Rate until the Capital Securities are successfully
remarketed pursuant to the Purchase Contract Agreement; and provided, further,
that if there has been a Last Failed Remarketing, the interest rate will be
equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable
Spread, accruing from and after the Stock Purchase Date and effective for all
interest payments after __________, 2004 [Insert stock purchase date]. The
amount of interest payable on any Interest Payment Date shall be computed on the
basis of a 360-day year consisting of twelve 30-day months.  Except as provided
in the following sentence, the amount of interest payable for any period shorter
than a full quarterly period for which interest is computed will be computed on
the basis of the actual number of days elapsed in such a 90-day period based on
30-day months.  In the event that any date on which interest is payable on, or
on which any action required under the Indenture is to be taken with respect to,
this Debenture is not a Business Day, then payment of interest payable on such
date will be made and the relevant action will be taken on the next succeeding
day that is a Business Day (and without any interest or other payment in respect
of any such delay), except that, if such Business Day is in the next succeeding
calendar month or calendar year, as applicable, such payment shall be made on
the immediately preceding Business Day, in each case with the same force and
effect as if made on such date. The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the person in whose name this Debenture is
registered at the close of business on the regular record date for such interest
installment,

                                      -13-
<PAGE>

which, in respect of (i) Debentures of which the Property Trustee is the Holder
and the Capital Securities are in book-entry only form or (ii) a Global
Debenture, shall be the close of business on the Business Day next preceding
that Interest Payment Date. Notwithstanding the foregoing sentence, if (i) the
Debentures are held by the Property Trustee and the Capital Securities are no
longer in book-entry only form or (ii) the Debentures are not represented by a
Global Debenture, the record dates for such interest installment will be the
close of business on the 15/th/ day (whether or not a Business Day) prior to an
Interest Payment Date. Any such interest installment not punctually paid or duly
provided for shall forthwith cease to be payable to the registered Holders on
such regular record date and may be paid to the Person in whose name this
Debenture is registered at the close of business on a special record date to be
fixed by the Trustee for the payment of such defaulted interest, notice whereof
shall be given to the registered Holders of this series of Debentures not less
than 10 days prior to such special record date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Debentures may be listed, and upon such notice as may be
required by such exchange all as more fully provided in the Indenture. All
payments with respect to the Debentures shall be payable at the office or agency
of the Trustee maintained for that purpose in any coin or currency of the United
States of America that at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the Person entitled thereto
at such address as shall appear in the Register or by wire transfer to an
account appropriately designated by such Person. Notwithstanding the foregoing,
so long as the Holder of this Debenture is the Property Trustee, the Purchase
Contract Agent or the Collateral Agent, the payment of the principal of (and
premium, if any) and interest on this Debenture will be made at such place and
to such account as may be designated in writing by the Property Trustee or the
Collateral Agent.

     So long as no Event of Default has occurred and is continuing, the Company
shall have the right at any time, and from time to time, during the term of this
Debenture, to defer payments of interest by extending the interest payment
period of such Debenture for a period not extending, in the aggregate, beyond
the Stated Maturity Date, provided that any such period shall end on an Interest
Payment Date (the "Deferral Period"), during which Deferral Period no interest
shall be due and payable. To the extent permitted by applicable law, interest,
the payment of which has been deferred because of the extension of the interest
payment period pursuant to the provisions of this Debenture, will bear interest
thereon (i) at the rate of ___% through and including the Initial Remarketing
Date or the applicable Subsequent Remarketing Date, as the case may be, and at
the Reset Rate thereafter, and (ii) if there has been a Last Failed Remarketing,
at a rate equal to the sum of the Two-Year Treasury Benchmark Rate and the
Applicable Spread, accruing from and after the Stock Purchase Date and effective
for all interest payments after __________, 2004 [Insert stock purchase date],
compounded quarterly for each quarter of the Deferral Period ("Compounded
Interest"). At the end of the Deferral Period, the Company shall pay all
interest accrued and unpaid on this Debenture and Compounded Interest (together,
"Deferred Interest") that shall be payable to the Holders of this Debenture in
whose names this Debenture is registered in the Register on the record date
immediately preceding the end of the Deferral Period. Prior to the termination
of any Deferral Period, the Company may further extend such period, provided
that such period together with all such previous and further extensions thereof
shall not extend beyond the Stated Maturity Date, provided that any such period
shall end on an Interest Payment Date.  Upon the termination of any Deferral
Period and the payment of all Deferred Interest then due, the Company may
commence a new Deferral Period, subject to the foregoing requirements. No
interest shall be due and payable during any Deferral Period, except at the end
thereof, but the Company, at its option, may prepay on any Interest Payment Date
all or any portion of the interest accrued during the then elapsed portion of a
Deferral Period.  The Company shall give the Trustee written notice of the
Company's election to begin a Deferral Period for this Debenture and any
shortening or extension thereof at least five Business Days prior to the earlier
of (i) the date the interest on such Debenture or distributions on the Capital
Securities are payable or (ii) the date the trustees of the Trust are required
to give notice to the New York Stock Exchange or other applicable self-
regulatory organization or to holders of the Capital Securities of the record
date or

                                      -14-
<PAGE>

the date such Distributions are payable, but in any event not less than five
Business Days prior to such record date. The Company shall give or cause the
Trustee to give notice at the Company's expense (a form of which shall be
provided by the Company to the Trustee) of the Company's election to begin,
shorten or extend a Deferral Period to the Holders by first class mail, postage
prepaid.

     This Debenture shall not be entitled to any benefit under the Indenture
hereinafter referred to, or be valid or become obligatory for any purpose until
the Certificate of Authentication hereon shall have been signed by or on behalf
of the Trustee.

     The provisions of this Debenture are continued on the reverse side hereof
and such continued provisions shall for all purposes have the same effect as
though fully set forth at this place.

                                      -15-
<PAGE>

     In Witness Whereof, the Company has caused this instrument to be executed.


                              PRUDENTIAL FINANCIAL, INC.



                              By: _________________________
                              Name:
                              Title:

                         CERTIFICATE OF AUTHENTICATION

     This is one of the Debentures of the series designated therein referred to
in the within-mentioned Indenture.

Dated:

                              JPMORGAN CHASE BANK,
                              as Trustee


                              By: _________________________
                              Authorized Officer

                                      -16-
<PAGE>

                        (FORM OF REVERSE OF DEBENTURE)

     This Debenture is one of a duly authorized series of the debentures of the
Company (herein sometimes referred to as the "Securities"), specified in the
Indenture hereinafter referred to, all issued or to be issued in one or more
series under and pursuant to an Indenture dated as of ______, 2001 (the "Base
Indenture"), duly executed and delivered between the Company and JPMorgan Chase
Bank, as Trustee (the "Trustee") (such Base Indenture as supplemented by the
First Supplemental Indenture, dated ______, 2001, the "Indenture"), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of the
Securities. By the terms of the Indenture, the Securities are issuable in series
that may vary as to amount, date of maturity, rate of interest and in other
respects as provided in the Indenture.  This Debenture is one of the series
designated on the face hereof (the "Debentures"), limited in aggregate principal
amount as specified in said First Supplemental Indenture.

     The Debentures are not entitled to the benefit of any sinking fund and are
not redeemable prior to maturity.

     In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Debentures may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

     The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of not less than a majority in aggregate
principal amount of the Securities of each series affected at the time
outstanding, as defined in the Indenture, to execute supplemental indentures for
the purpose of, among other things, adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders
of the Securities; provided, however, that, among other things, no such
supplemental indenture shall (i) reduce the principal amount thereof, or change
the rate or extend the time of payment of interest thereon (except in connection
with a Deferral Period), or change any premium payable upon the redemption
thereof, without the consent of the Holder of each Security so affected, or (ii)
reduce the aforesaid percentage of Securities, the Holders of which are required
to consent to any such supplemental indenture, without the consent of the
Holders of each Security then outstanding and affected thereby. The Indenture
also contains provisions permitting the Holders of a majority in aggregate
principal amount of the Securities of any series at the time outstanding
affected thereby, on behalf of all of the Holders of the Securities of such
series, to waive a Default or Event of Default with respect to such series, and
its consequences, except a Default or Event of Default in the payment of the
principal of or premium, if any, or interest on any of the Securities of such
series or a Default in respect of a provision that under Section 9.2 of the Base
Indenture cannot be amended without the consent of each holder affected thereby.
Any such consent or waiver by the registered Holder of this Debenture (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
Holder and upon all future Holders and owners of this Debenture and of any
Debenture issued in exchange for or in place hereof (whether by registration of
transfer or otherwise), irrespective of whether or not any notation of such
consent or waiver is made upon this Debenture.

     No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Debenture at the time and place and at the rate and in the
money herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, this Debenture is transferable by the registered Holder hereof on the
Register of the Company, upon surrender of this

                                      -17-
<PAGE>

Debenture for registration of transfer at the office or agency of the Trustee in
the City of New York and State of New York accompanied by a written instrument
or instruments of transfer in form satisfactory to the Registrar duly executed
by the registered Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Debentures of authorized denominations and for the
same aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be made for any such transfer, but the
Company may require payment of a sum sufficient to cover any tax, assessment or
other governmental charge payable in relation thereto.

     Prior to due presentment for registration of transfer of this Debenture,
the Company, the Trustee, any paying agent and the Registrar may deem and treat
the registered holder hereof as the owner hereof (whether or not this Debenture
shall be overdue and notwithstanding any notice of ownership or writing hereon
made by anyone other than the Registrar) for the purpose of receiving payment of
or on account of the principal hereof and premium, if any, and (subject to
Section 2.2 of the Base Indenture) interest due hereon and for all other
purposes, and neither the Company nor the Trustee nor any paying agent nor any
Registrar shall be affected by any notice to the contrary.

     No recourse shall be had for the payment of the principal of or the
interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, shareholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

     The Indenture imposes certain limitations on the ability of the Company to,
among other things, merge or consolidate with any other Person or sell, assign,
transfer, lease or convey all or substantially all of its properties and assets.
All such covenants and limitations are subject to a number of important
qualifications and exceptions. The Company must report periodically to the
Trustee on compliance with the covenants in the Indenture.

     The Debentures are issuable only in registered form without coupons, in
denominations of $50 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Debentures so
issued are exchangeable for a like aggregate principal amount of Debentures in a
different authorized denomination, as requested by the Holder surrendering the
same.

     All terms used in this Debenture that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

     This Debenture shall be governed by and construed in accordance with the
laws of the State of New York, without regard to its principles of conflicts of
laws.

                                      -18-
<PAGE>

                                  ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Debenture to:


-------------------------------------------------

-------------------------------------------------

-------------------------------------------------

       (Insert assignee's social security or tax identification number)


-------------------------------------------------

-------------------------------------------------

-------------------------------------------------
                   (Insert address and zip code of assignee)

agent to transfer this Debenture on the books of the Company. The agent may
substitute another to act for him or her.


Dated:                                        Signature:

                                              Signature Guarantee:

    (Sign exactly as your name appears on the other side of this Debenture)

     Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                      -19-
<PAGE>

          [TO BE ATTACHED TO GLOBAL DEBENTURE AND PLEDGED DEBENTURES]

     SCHEDULE OF INCREASES OR DECREASES IN [GLOBAL DEBENTURE CERTIFICATE]
                        [PLEDGED DEBENTURE CERTIFICATE]

     The following increases or decreases in this [Global Debenture Certificate]
[Pledged Debenture Certificate] have been made:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
        Date          Amount of Decrease in    Amount of Increase     Principal Amount of         Signature of
                       Principal Amount of     in Principal Amount     [Global Debenture     Authorized Officer of
                        [Global Debenture     of [Global Debenture   Certificate] [Pledged   Trustee or Securities
                      Certificate] [Pledged       Certificate]             Debenture               Custodian
                      Debenture Certificate]   [Pledged Debenture         Certificate]
                                                  Certificate]           Following such
                                                                      Decrease or Increase
<S>                   <C>                       <C>                   <C>                          <C>
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      -20-
<PAGE>

                               ARTICLE V

                         ORIGINAL ISSUE OF DEBENTURES

SECTION 5.1.  Original Issue of Debentures.

     Debentures in the aggregate principal amount of $____________ (or up to
$_____________, if the Over-Allotment Option is exercised) may, upon execution
of this First Supplemental Indenture, be executed by the Company and delivered
to the Trustee for authentication, and the Trustee shall thereupon authenticate
and deliver said Debentures in accordance with a Company Order. The Issue Date
of the Debentures shall be ______, 2001.

                                  ARTICLE VI

                                 MISCELLANEOUS

SECTION 6.1.  Ratification of Base Indenture.

     The Base Indenture as supplemented by this First Supplemental Indenture, is
in all respects ratified and confirmed, and this First Supplemental Indenture
shall be deemed part of the Base Indenture in the manner and to the extent
herein and therein provided.

SECTION 6.2.  Governing Law.

     THIS FIRST SUPPLEMENTAL INDENTURE AND EACH DEBENTURE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS.

SECTION 6.3.  Counterparts.

     This First Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

SECTION 6.4.  Trustee Not Responsible for Recitals.

     The recitals herein contained are made by the Company and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof.
The Trustee shall not be responsible in any manner whatsoever for or in respect
of the validity or sufficiency of this First Supplemental Indenture.

                                      -21-
<PAGE>

     In Witness Whereof, the parties hereto have caused this First Supplemental
Indenture to be duly executed by their respective officers thereunto duly
authorized, as of the day and year first above written.

                              PRUDENTIAL FINANCIAL, INC.,
                              as Issuer


                              By: __________________________
                                  Name:
                                  Title:

                              JPMORGAN CHASE BANK,
                              as Trustee


                              By: __________________________
                                  Name:
                                  Title:

                                      -22-