<PAGE>

                                                                     EXHIBIT 4.5




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                             AMENDED AND RESTATED
                             DECLARATION OF TRUST
                                      OF
                     PRUDENTIAL FINANCIAL CAPITAL TRUST I


                       Dated as of __________ ___, 2001


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                               TABLE OF CONTENTS

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                                                                                                                  Page
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ARTICLE I  INTERPRETATIONS AND DEFINITIONS...............................................................           1

     SECTION 1.1        INTERPRETATIONS..................................................................           1
     SECTION 1.2        DEFINITIONS......................................................................           2

ARTICLE II  TRUST INDENTURE ACT..........................................................................          10

     SECTION 2.1        TRUST INDENTURE ACT; APPLICATION.................................................          10
     SECTION 2.2        LISTS OF HOLDERS OF SECURITIES...................................................          10
     SECTION 2.3        REPORTS BY THE PROPERTY TRUSTEE..................................................          11
     SECTION 2.4        PERIODIC REPORTS TO PROPERTY TRUSTEE.............................................          11
     SECTION 2.5        EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.................................          11
     SECTION 2.6        EVENTS OF DEFAULT; WAIVER........................................................          11
     SECTION 2.7        EVENTS OF DEFAULT; NOTICE........................................................          13

ARTICLE III  ORGANIZATION................................................................................          14

     SECTION 3.1        NAME.............................................................................          14
     SECTION 3.2        OFFICE...........................................................................          14
     SECTION 3.3        PURPOSE; GRANTOR TRUST...........................................................          14
     SECTION 3.4        AUTHORITY........................................................................          15
     SECTION 3.5        TITLE TO PROPERTY OF THE TRUST...................................................          15
     SECTION 3.6        POWERS AND DUTIES OF THE ADMINISTRATIVE TRUSTEES.................................          15
     SECTION 3.7        PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES.............................          18
     SECTION 3.8        POWERS AND DUTIES OF THE PROPERTY TRUSTEE........................................          19
     SECTION 3.9        CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY TRUSTEE......................          21
     SECTION 3.10       CERTAIN RIGHTS OF PROPERTY TRUSTEE...............................................          22
     SECTION 3.11       DELAWARE TRUSTEE.................................................................          25
     SECTION 3.12       EXECUTION OF DOCUMENTS...........................................................          25
     SECTION 3.13       NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES...........................          25
     SECTION 3.14       DURATION OF TRUST................................................................          26
     SECTION 3.15       MERGERS..........................................................................          26
     SECTION 3.16       PROPERTY TRUSTEE MAY FILE PROOFS OF CLAIM........................................          27
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<S>                                                                                                                <C>
ARTICLE IV  SPONSOR.........................................................................................          28

     SECTION 4.1           SPONSOR'S PURCHASE OF COMMON SECURITIES..........................................          28
     SECTION 4.2           RIGHTS AND RESPONSIBILITIES OF THE SPONSOR.......................................          29
     SECTION 4.3           RIGHT TO PROCEED.................................................................          29
     SECTION 4.4           EXPENSES.........................................................................          29

ARTICLE V  TRUSTEES.........................................................................................          30

     SECTION 5.1           NUMBER OF TRUSTEES...............................................................          30
     SECTION 5.2           DELAWARE TRUSTEE.................................................................          31
     SECTION 5.3           PROPERTY TRUSTEE; ELIGIBILITY....................................................          31
     SECTION 5.4           CERTAIN QUALIFICATIONS OF ADMINISTRATIVE TRUSTEES AND DELAWARE TRUSTEE GENERALLY.          32
     SECTION 5.5           ADMINISTRATIVE TRUSTEES..........................................................          32
     SECTION 5.6           APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES.................................          32
     SECTION 5.7           VACANCIES AMONG TRUSTEES.........................................................          34
     SECTION 5.8           EFFECT OF VACANCIES..............................................................          34
     SECTION 5.9           MEETINGS.........................................................................          34
     SECTION 5.10          DELEGATION OF POWER..............................................................          35
     SECTION 5.11          MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS......................          35

ARTICLE VI  DISTRIBUTIONS...................................................................................          35

     SECTION 6.1           DISTRIBUTIONS....................................................................          35

ARTICLE VII  ISSUANCE OF SECURITIES.........................................................................          36

     SECTION 7.1           GENERAL PROVISIONS REGARDING SECURITIES..........................................          36
     SECTION 7.2           PAYING AGENT; REGISTRAR..........................................................          37

ARTICLE VIII  TERMINATION OF TRUST..........................................................................          38

     SECTION 8.1           DISSOLUTION OF TRUST.............................................................          38

ARTICLE IX  TRANSFER OF INTERESTS..........................................................................           38

     SECTION 9.1           TRANSFER OF SECURITIES...........................................................          38
     SECTION 9.2           TRANSFER OF CERTIFICATES.........................................................          39
     SECTION 9.3           DEEMED SECURITY HOLDERS..........................................................          39
     SECTION 9.4           BOOK-ENTRY INTERESTS.............................................................          40
     SECTION 9.5           NOTICES TO CLEARING AGENCY.......................................................          41
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                                     -ii-

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     SECTION 9.6       APPOINTMENT OF SUCCESSOR CLEARING AGENCY.........................................          41
     SECTION 9.7       DEFINITIVE CAPITAL SECURITY CERTIFICATES.........................................          41
     SECTION 9.8       MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES................................          42
     SECTION 9.9       CANCELLATION.....................................................................          42

ARTICLE X  LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS.........................          43

     SECTION 10.1      LIABILITY........................................................................          43
     SECTION 10.2      EXCULPATION......................................................................          43
     SECTION 10.3      FIDUCIARY DUTY...................................................................          43
     SECTION 10.4      INDEMNIFICATION..................................................................          44
     SECTION 10.5      OUTSIDE BUSINESSES...............................................................          47

ARTICLE XI  ACCOUNTING..................................................................................          48

     SECTION 11.1      FISCAL YEAR......................................................................          48
     SECTION 11.2      CERTAIN ACCOUNTING MATTERS.......................................................          48
     SECTION 11.3      BANKING..........................................................................          48
     SECTION 11.4      WITHHOLDING......................................................................          49

ARTICLE XII  AMENDMENTS AND MEETINGS....................................................................          49

     SECTION 12.1      AMENDMENTS.......................................................................          49
     SECTION 12.2      MEETINGS OF THE HOLDERS OF SECURITIES; ACTION BY WRITTEN CONSENT.................          51

ARTICLE XIII  REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE..................................          52

     SECTION 13.1      REPRESENTATIONS AND WARRANTIES OF PROPERTY TRUSTEE...............................          52
     SECTION 13.2      REPRESENTATIONS AND WARRANTIES OF DELAWARE TRUSTEE...............................          53

ARTICLE XIV  MISCELLANEOUS..............................................................................          54

     SECTION 14.1      NOTICES..........................................................................          54
     SECTION 14.2      GOVERNING LAW....................................................................          55
     SECTION 14.3      INTENTION OF THE PARTIES.........................................................          55
     SECTION 14.4      HEADINGS.........................................................................          55
     SECTION 14.5      SUCCESSORS AND ASSIGNS...........................................................          56
     SECTION 14.6      PARTIAL ENFORCEABILITY...........................................................          56
     SECTION 14.7      COUNTERPARTS.....................................................................          56
</TABLE>
                                     -iii-

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<S>                                                                                                <C>
     SECTION 14.8      CUSIP NUMBERS.............................................................    56

ANNEX I        TERMS AND CONDITIONS OF COMMON AND CAPITAL TRUST  SECURITIES
EXHIBIT A-1..........................  FORM OF CAPITAL SECURITY CERTIFICATE
EXHIBIT A-2..........................  FORM OF COMMON SECURITY CERTIFICATE
EXHIBIT B............................  SPECIMEN OF DEBENTURE
EXHIBIT C............................  FORM OF REMARKETING AGREEMENT
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                                      -iv


<PAGE>

                   AMENDED AND RESTATED DECLARATION OF TRUST
                                       OF
                      PRUDENTIAL FINANCIAL CAPITAL TRUST I

                                   ___, 2001

     AMENDED AND RESTATED DECLARATION OF TRUST (the "Declaration") dated and
effective as of ___, 2001, by the Trustees (as defined herein), the Sponsor (as
defined herein) and by the Holders (as defined herein), from time to time, of
the securities representing undivided beneficial interests in the assets of the
Trust (as defined herein) to be issued pursuant to this Declaration;

     WHEREAS, certain of the Trustees and the Sponsor established Prudential
Financial Capital Trust I (the "Trust"), a trust under the Business Trust Act
(as defined herein) pursuant to a Declaration of Trust dated as of September 24,
2001 (the "Original Declaration"), and a Certificate of Trust filed with the
Secretary of State of the State of Delaware on September 24, 2001, for the sole
purpose of issuing and selling certain securities representing undivided
beneficial interests in the assets of the Trust and investing the proceeds
thereof in certain Debentures of the Debenture Issuer (each, as defined herein);

     WHEREAS, all of the parties hereto, by this Declaration, amend and restate
each and every term and provision of the Original Declaration; and

     NOW, THEREFORE, it being the intention of the parties hereto to continue
the Trust as a business trust under the Business Trust Act and that this
Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the benefit of the Trust and Holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.

                                   ARTICLE I
                        INTERPRETATIONS AND DEFINITIONS

SECTION 1.1    INTERPRETATIONS

     Unless the context otherwise requires:

     (a)  capitalized terms used in this Declaration but not defined in the
preamble above have the respective meanings assigned to them in this Section
1.1;

     (b)  a term defined anywhere in this Declaration has the same meaning
throughout;

     (c)  all references to "the Declaration" or "this Declaration" are to this
Declaration as modified, supplemented or amended from time to time;
<PAGE>

     (d)  all references in this Declaration to Articles and Sections and
Annexes and Exhibits are to Articles and Sections of and Annexes and Exhibits to
this Declaration unless otherwise specified;

     (e)  a term defined in the Trust Indenture Act (as defined herein) has the
same meaning when used in this Declaration unless otherwise defined in this
Declaration or unless the context otherwise requires; and

     (f)  a reference to the singular includes the plural and vice versa.

SECTION 1.2    DEFINITIONS

     "Administrative Trustee" has the meaning set forth in Section 5.1.

     "Affiliate" of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. When used with respect to any Person,
"control" means the power, directly or indirectly, to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" and "under common control with" have meanings
correlative to the foregoing.

     "Agent" means any Paying Agent or Registrar.

     "Applicable Spread" means the spread determined as set forth below, based
on the prevailing rating, as defined below, of the Sponsor'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 Sponsor'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 Sponsor;

          (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 Sponsor;

                                      -2-
<PAGE>

          (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 Sponsor; 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 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 at 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.

     "Authorized Officer" means (i) with respect to the Sponsor, the Chief
Executive Officer, the Chief Financial Officer, the President, a Vice President,
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary
of the Sponsor and (ii) with respect to any other Person, any Person that is
authorized to bind such Person.

     "Book Entry Interest" means a beneficial interest in a Global Certificate,
ownership and transfers of which shall be maintained and made through book
entries by a Clearing Agency as described in Section 9.4.

     "Business Day" means any day other than Saturday, Sunday or a 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.

     "Business Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12
Del. Code Section 3801 et seq., as it may be amended from time to time, or any
successor legislation.

     "Capital Security" has the meaning set forth in Section 7.1(a).

     "Capital Security Beneficial Owner" means, with respect to a Book Entry
Interest, a Person who is the beneficial owner of such Book Entry Interest, as
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency

                                      -3-
<PAGE>

(directly as a Clearing Agency Participant or as an indirect participant, in
each case in accordance with the rules of such Clearing Agency).

     "Capital Security Certificate" means a certificate representing a Capital
Security substantially in the form of Exhibit A-1.

     "Capital Securities Guarantee" means the Guarantee Agreement to be dated as
of ___, 2001 of the Sponsor in respect of the Capital Securities.

     "Certificate" means a Common Security Certificate or a Capital Security
Certificate.

     "Clearing Agency" means an organization registered as a "Clearing Agency"
pursuant to Section 17A of the Exchange Act that is acting as depositary for the
Capital Securities and in whose name or in the name of a nominee of that
organization shall be registered a Global Certificate and which shall undertake
to effect book entry transfers and pledges of the Capital Securities.

     "Clearing Agency Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time the Clearing Agency
effects book entry transfers and pledges of securities deposited with the
Clearing Agency.

     "Closing Date" has the meaning set forth in the Underwriting Agreement.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor legislation.

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

     "Commission" means the Securities and Exchange Commission.

     "Common Security" has the meaning set forth in Section 7.1(a).

     "Common Securities Guarantee" means the Guarantee Agreement to be dated as
of ___, 2001 of the Sponsor in respect of the Common Securities.

     "Common Security Certificate" means a definitive certificate in fully
registered form representing a Common Security substantially in the form of
Exhibit A-2.

     "Corporate Trust Office" means the office of JPMorgan Chase Bank, the
Property Trustee, at which the corporate trust business of the Property Trustee
shall, at any particular time, be principally administered, which office at the
date of execution of this Declaration is located at 450 West 33rd Street, 15th
Floor, New York, New York  10001, Attention:  Institutional Trust Services.

     "Coupon Rate" has the meaning set forth in the Purchase Contract Agreement.

                                      -4-
<PAGE>

     "Covered Person" means (a) any officer, director, shareholder, partner,
member, representative, employee or agent of (i) the Trust or (ii) the Trust's
Affiliates; and (b) any Holder of Securities.

     "Creditor" has the meaning set forth in Section 4.4.

     "Debenture Issuer" means Prudential Financial, Inc., a New Jersey
corporation, in its capacity as issuer of the Debentures under the Indenture.

     "Debenture Trustee" means JPMorgan Chase Bank, a New York banking
corporation, as trustee under the Indenture until a successor is appointed
thereunder, and thereafter means such successor trustee.

     "Debentures" means the series of ___ % debentures to be issued by the
Debenture Issuer under the Indenture, a specimen certificate for such series of
Debentures being Exhibit B.

     "Declaration" has the meaning specified in the introductory paragraph.

     "Definitive Capital Security Certificates" has the meaning set forth in
Section 9.4.

     "Delaware Trustee" has the meaning set forth in Section 5.2.

     "Depositary" means, initially, DTC, until another Clearing Agency becomes
its successor.

     "Direct Action" has the meaning set forth in Section 3.8(e).

     "Direction" by a Person means a written direction signed:

     (a) if the Person is a natural person, by that Person; or

     (b) in any other case, in the name of such Person by one or more Authorized
Officers of that Person.

     "Distribution" means a distribution payable to Holders of Securities in
accordance with Section 6.1.

     "DTC" means The Depository Trust Company, the initial Clearing Agency.

     "Event of Default" in respect of the Securities means an Event of Default
(as defined in the Indenture) has occurred and is continuing in respect of the
Debentures.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor legislation.

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

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

                                      -5-
<PAGE>

     "Fiscal Year" has the meaning specified in Section 11.1.

     "Global Certificate" has the meaning set forth in Section 9.4.

     "Holder" or "holder" means a Person in whose name a Certificate
representing a Security is registered, such Person being a beneficial owner
within the meaning of the Business Trust Act.

     "Indemnified Person" means a Sponsor Indemnified Person or a Fiduciary
Indemnified Person.

     "Indenture" means the Indenture dated as of ___, 2001, among the Debenture
Issuer and the Debenture Trustee, and any indenture supplemental thereto
pursuant to which the Debentures are to be issued.

     "Initial Remarketing Date" means ___, 2004.

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

     "Investment Company" means an investment company as defined in the
Investment Company Act.

     "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

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

     "Legal Action" has the meaning set forth in Section 3.6(a)(vi).

     "Liquidation Distribution" has the meaning set forth in Annex I.

     "List of Holders" has the meaning set forth in Section 2.2(a).

     "Majority in liquidation amount of the Securities" means, except as
provided in the terms and conditions of the Capital Securities set forth in
Annex I hereto or by the Trust Indenture Act, Holder(s) of outstanding
Securities voting together as a single class or, as the context may require,
Holders of outstanding Capital Securities or Holders of outstanding Common
Securities voting separately as a class, who are the record owners of more than
50% of the aggregate liquidation amount of all outstanding Securities of the
relevant class.

     "Ministerial Action" has the meaning set forth in the terms of the
Securities as set forth in Annex I.

     "Officer's Certificate" means, with respect to any Person, a certificate
signed by an Authorized Officer of such Person. Any Officer's Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Declaration shall include:

                                      -6-
<PAGE>

     (a) a statement that the officer signing the Officer's Certificate has read
the covenant or condition and the definitions relating thereto;

     (b) a brief statement of the nature and scope of the examination or
investigation undertaken by the officer in rendering the Officer's Certificate;

     (c) a statement that such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

     (d) a statement as to whether, in the opinion of such officer, such
condition or covenant has been complied with.

     "Original Declaration" has the meaning specified in the first Recital.

     "Paying Agent" has the meaning set forth in Section 7.2.

     "Payment Amount" has the meaning set forth in Section 6.1.

     "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "Pledged Capital Securities" has the meaning set forth in the Pledge
Agreement

     "Property Trustee" means the Trustee meeting the eligibility requirements
set forth in Section 5.3, which initially shall be JPMorgan Chase Bank.

     "Property Trustee Account" has the meaning set forth in Section 3.8(c).

     "Purchase Contract Agent" means JPMorgan Chase Bank, as purchase contract
agent under the Purchase Contract Agreement until a successor is appointed
thereunder, and thereafter means such successor Purchase Contract Agent.

     "Purchase Contract Agreement" means the Purchase Contract Agreement dated
as of ___, 2001 between the Purchase Contract Agent and the Sponsor.

     "Quorum" means a majority of the Administrative Trustees or, if there are
only two Administrative Trustees, both of them.

     "Registrar" has the meaning set forth in Section 7.2.

     "Related Party" means, with respect to the Sponsor, any direct or indirect
wholly owned subsidiary of the Sponsor or any other Person that owns, directly
or indirectly, 100% of the outstanding voting securities of the Sponsor.

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

                                      -7-
<PAGE>

     "Remarketing Agreement" means the form of Remarketing Agreement to be
entered into by and among the Sponsor, the Trust, the Remarketing Agent and the
Purchase Contract Agent in connection with the remarketing of the capital
securities, substantially in the form of Exhibit C hereto.

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

     "Reset Agent" means a nationally recognized investment banking firm chosen
by the Sponsor to determine the Reset Rate.

     "Reset Rate" means the lowest distribution rate per annum (rounded to the
nearest one-thousandth (0.001) of one percent per annum), to be determined by
the Reset Agent, that the Capital Securities should bear in order for the
Capital Securities to have a market value at the Initial Remarketing Date or any
Subsequent Remarketing Date, as the case may be, of 100.5% of the Remarketing
Value, assuming, for this purpose, even if not true, that all of the Capital
Securities are held as components of Normal Units and will be remarketed;
provided, however, that if there has been a Failed Remarketing, the Reset Rate
will be equal to the Coupon Rate, as defined in Annex I hereto, until the
Capital Securities are successfully remarketed pursuant to the Purchase Contract
Agreement and the Remarketing Agreement.

     "Responsible Officer" means, with respect to the Property Trustee, any
officer within the Corporate Trust Office of the Property Trustee (or any
successor of the Property Trustee), including, but not limited to, any vice
president, any assistant vice president, any assistant secretary, any assistant
treasurer or other officer of the Corporate Trust Office of the Property Trustee
assigned by the Property Trustee to administer its corporate trust matters and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of that officer's knowledge of
and familiarity with the particular subject, in each case who shall have direct
responsibility for the administration of this Declaration.

     "Securities" means the Common Securities and the Capital Securities.

     "Securities Act" means the Securities Act of 1933, as amended from time to
time, or any successor legislation.

     "Securities Guarantees" means the Common Securities Guarantee and the
Capital Securities Guarantee.

     "Sponsor" means Prudential Financial, Inc., a New Jersey corporation, or
any successor entity in a merger or consolidation, in its capacity as sponsor of
the Trust.

     "Sponsor 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.

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

                                      -8-
<PAGE>

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

     "Successor Common Securities" has the meaning specified in Section
3.15(b)(i)(B).

     "Successor Delaware Trustee" has the meaning set forth in Section
5.6(b)(ii).

     "Successor Entity" has the meaning set forth in Section 3.15(b)(i).

     "Successor Property Trustee" has the meaning set forth in Section
3.8(f)(ii).

     "Successor Securities" has the meaning specified in Section 3.15(b)(i)(B).

     "Super Majority" has the meaning set forth in Section 2.6(a)(ii).

     "10% in liquidation amount of the Securities" means, except as provided in
the terms of the Capital Securities set forth in Annex I hereto or by the Trust
Indenture Act, Holder(s) of outstanding Securities voting together as a single
class or, as the context may require, Holders of outstanding Capital Securities
or Holders of outstanding Common Securities voting separately as a class, who
are the record owners of 10% or more of the aggregate liquidation amount of all
outstanding Securities of the relevant class.

     "Termination Event" has the meaning set forth in the Purchase Contract
Agreement.

     "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

     "Trust" has the meaning specified in the first Recital.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
from time to time, or any successor legislation.

     "Trustee" or "Trustees" means each Person who has signed this Declaration
as a trustee, so long as such Person shall continue in office in accordance with
the terms hereof, and all other Persons who may from time to time be duly
appointed, qualified and serving as Trustees in accordance with the provisions
hereof, and references herein to a Trustee or the Trustees shall refer to such
Person or Persons solely in their capacity as trustees hereunder.

     "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 Sponsor 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 Sponsor, no longer an appropriate system from which to obtain that
rate,

                                      -9-
<PAGE>

any other nationally recognized quotation system which is appropriate in the
opinion of the Remarketing Agent, after consultation with the Sponsor. 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 Sponsor, which
may include the Remarketing Agent or an affiliate thereof.

     "Underwriting Agreement" means the Underwriting Agreement for the offering
and sale of the Units.

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

                                  ARTICLE II

                              TRUST INDENTURE ACT

SECTION 2.1    TRUST INDENTURE ACT; APPLICATION.

     (a)  This Declaration is subject to the provisions of the Trust Indenture
Act that are required to be part of this Declaration and shall, to the extent
applicable, be governed by such provisions.

     (b)  The Property Trustee shall be the only Trustee which is a Trustee for
the purposes of the Trust Indenture Act.

     (c)  If and to the extent that any provision of this Declaration limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

     (d)  Any application of the Trust Indenture Act to this Declaration shall
not affect the nature of the Securities as equity securities representing
undivided beneficial interests in the assets of the Trust.

SECTION 2.2    LISTS OF HOLDERS OF SECURITIES.

     (a)  Each of the Sponsor and the Administrative Trustees, on behalf of the
Trust, shall provide the Property Trustee (i) within 15 days after each record
date for payment of Distributions, a list, in such form as the Property Trustee
may reasonably require, of the names and addresses of the Holders of the
Securities ("List of Holders") as of such record date, provided that neither the
Sponsor nor the Administrative Trustees, on behalf of the Trust, shall be
obligated to provide such List of Holders at any time the List of  Holders does
not differ from the most recent List of Holders given to the Property Trustee by
the Sponsor and the Administrative Trustees on behalf of the Trust, and (ii) at
any other time, within 30 days of receipt by the Trust of a written request by
the Property Trustee for a List of Holders as of a date

                                      -10-
<PAGE>

no more than 15 days before such List of Holders is given to the Property
Trustee, excluding from any such list names and addresses provided by the
Property Trustee in its capacity as Registrar. The Property Trustee shall
preserve, in as current a form as is reasonably practicable, all information
contained in the Lists of Holders given to it or which it receives in the
capacity as Registrar (if acting in such capacity), provided that the Property
Trustee may destroy any List of Holders previously given to it on receipt of a
new List of Holders.

     (b)  The Property Trustee shall comply with its obligations under Sections
311(a), 311(b) and 312(b) of the Trust Indenture Act.

SECTION 2.3    REPORTS BY THE PROPERTY TRUSTEE.

     Within 60 days after May 15 of each year, commencing May 15, 2002, the
Property Trustee shall provide to the Holders of the Capital Securities such
reports as are required by Section 313(a) of the Trust Indenture Act, if any, in
the form and in the manner provided by Section 313 of the Trust Indenture Act.
The Property Trustee shall also comply with the other requirements of Section
313(d) of the Trust Indenture Act.  The Sponsor shall promptly notify the
Property Trustee  if and when the Capital Securities are listed on any stock
exchange.

SECTION 2.4    PERIODIC REPORTS TO PROPERTY TRUSTEE.

     Each of the Sponsor and the Administrative Trustees, on behalf of the
Trust, shall provide to the Property Trustee such documents, reports and
information as required by Section 314 of the Trust Indenture Act (if any) and
the compliance certificate required by Section 314(a)(4) of the Trust Indenture
Act in the form, in the manner and at the times required by Section 314(a)(4) of
the Trust Indenture Act, such compliance certificate to be delivered annually on
or before 120 days after the end of each fiscal year of the Sponsor.

     Delivery of such reports, information and documents to the Property Trustee
is for informational purposes only and the Property Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Sponsor's or
Administrative Trustees' compliance with any of its covenants hereunder (as to
which the Property Trustee is entitled to rely exclusively on Officer's
Certificates).

SECTION 2.5    EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

     Each of the Sponsor and the Administrative Trustees, on behalf of the
Trust, shall provide to the Property Trustee such evidence of compliance with
any conditions precedent, if any, provided for in this Declaration that relate
to any of the matters set forth in Section 314(c) of the Trust Indenture Act.
Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) may be given in the form of an Officer's Certificate.

SECTION 2.6    EVENTS OF DEFAULT; WAIVER.

     (a) The Holders of a Majority in liquidation amount of Capital Securities
may, by vote, on behalf of the Holders of all of the Capital Securities, waive
any past Event of Default in

                                      -11-
<PAGE>

respect of the Capital Securities and its consequences, provided that, if the
underlying Event of Default under the Indenture:

          (i)  is not waivable under the Indenture, the Event of Default under
     this Declaration shall also not be waivable; or

          (ii) requires the consent or vote of greater than a majority in
     principal amount of the holders of the Debentures (a "Super Majority") to
     be waived under the Indenture, the Event of Default under this Declaration
     may only be waived by the vote of the Holders of at least the proportion in
     liquidation amount of the Capital Securities that the relevant Super
     Majority represents of the aggregate principal amount of the Debentures
     outstanding.

The foregoing provisions of this Section 2.6(a) shall be in lieu of Section
316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Declaration and the
Capital Securities, as permitted by the Trust Indenture Act. Upon such waiver,
any such default shall cease to exist, and any Event of Default with respect to
the Capital Securities arising therefrom shall be deemed to have been cured, for
every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other default or an Event of Default with respect to the Capital
Securities or impair any right consequent thereon. Any waiver by the Holders of
the Capital Securities of an Event of Default with respect to the Capital
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Declaration without any further act, vote,
or consent of the Holders of the Common Securities.

     (b) The Holders of a Majority in liquidation amount of the Common
Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default with respect to the Common
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:

          (i)  is not waivable under the Indenture, except where the Holders of
     the Common Securities are deemed to have waived such Event of Default under
     this Declaration as provided below in this Section 2.6(b) and Section
     2.6(c), the Event of Default under this Declaration shall also not be
     waivable; or

          (ii) requires the consent or vote of a Super Majority to be waived,
     except where the Holders of the Common Securities are deemed to have waived
     such Event of Default under this Declaration as provided below in this
     Section 2.6(b), the Event of Default under this Declaration may only be
     waived by the vote of the Holders of at least the proportion in liquidation
     amount of the Common Securities that the relevant Super Majority represents
     of the aggregate principal amount of the Debentures outstanding;

provided further, each Holder of Common Securities will be deemed to have waived
any such Event of Default and all Events of Default with respect to the Common
Securities and its consequences until all Events of Default with respect to the
Capital Securities have been cured, waived or otherwise eliminated, and until
such Events of Default have been so cured, waived or

                                      -12-
<PAGE>

otherwise eliminated, the Property Trustee will be deemed to be acting solely on
behalf of the Holders of the Capital Securities and only the Holders of the
Capital Securities will have the right to direct the Property Trustee in
accordance with the terms of the Securities. The foregoing provisions of this
Section 2.6(b) shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the
Trust Indenture Act and such Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust
Indenture Act are hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Subject to the foregoing
provisions of this Section 2.6(b), upon such waiver, any such default shall
cease to exist and any Event of Default with respect to the Common Securities
arising therefrom shall be deemed to have been cured for every purpose of this
Declaration, but no such waiver shall extend to any subsequent or other default
or Event of Default with respect to the Common Securities or impair any right
consequent thereon.

     (c) A waiver of an Event of Default under the Indenture by the Property
Trustee at the direction of the Holders of the Capital Securities constitutes a
waiver of the corresponding Event of Default with respect to the Capital
Securities under this Declaration. Any waiver of an Event of Default under the
Indenture by the Property Trustee at the direction of the Holders of the Capital
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of the corresponding Event of Default under this Declaration
with respect to the Common Securities for all purposes of this Declaration
without further act, vote or consent of the Holders of the Common Securities.
The foregoing provisions of this Section 2.6(c) shall be in lieu of Section
316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act.

SECTION 2.7    EVENTS OF DEFAULT; NOTICE.

     (a) The Property Trustee shall, within 90 days after a Responsible Officer
of the Property Trustee obtains actual knowledge of the occurrence of an Event
of Default, actually known to such Responsible Officer of the Property Trustee,
transmit by mail, first class postage prepaid, to the Holders of the Securities,
notices of all such defaults with respect to the Securities, unless such
defaults have been cured before the giving of such notice (the term "defaults"
for the purposes of this Section 2.7(a) being hereby defined to be an Event of
Default as defined in the Indenture, not including any periods of grace provided
for therein and irrespective of the giving of any notice provided therein);
provided that, except for a default in the payment of principal of (or premium,
if any) or interest on any of the Debentures, the Property Trustee shall be
protected in withholding such notice if and so long as a Responsible Officer of
the Property Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of the Securities.

     (b)  The Property Trustee shall not be deemed to have knowledge of any
default except:

          (i) a default under Sections 6.1(a) and 6.1(b) of the Indenture
     provided that the Property Trustee is also the Paying Agent under the
     Indenture; or

                                      -13-
<PAGE>

          (ii) any default as to which the Property Trustee shall have received
     written notice which references the Securities and this Declaration at its
     Corporate Trust Office or of which a Responsible Officer of the Property
     Trustee charged with the administration of this Declaration shall have
     actual knowledge.

     The Sponsor and the Administrative Trustee shall file annually with the
Property Trustee a certification as to whether or not they are in compliance
with all the conditions applicable to them under this Declaration.

                                  ARTICLE III
                                 ORGANIZATION

SECTION 3.1    NAME.

     The Trust is named "Prudential Financial Capital Trust I," as such name may
be modified from time to time by the Administrative Trustees following written
notice to the Delaware Trustee, the Property Trustee and Holders of the
Securities. The Trust's activities may be conducted under the name of the Trust
or any other name deemed advisable by the Administrative Trustees.

SECTION 3.2    OFFICE.

     The address of the principal office of the Trust, for purposes of the
Delaware Business Trust Act, is c/o Chase Manhattan Bank USA, National
Association, 500 Stanton Christiana Road, Building 4, 3rd Floor, Newark,
Delaware  19713.  On ten Business Days written notice to the Property Trustee
and Holders of the Securities, the Administrative Trustees may designate another
principal office.

SECTION 3.3    PURPOSE; GRANTOR TRUST.

     (a)  The exclusive purposes and functions of the Trust are:

          (i)    to issue and sell the Securities and use the gross proceeds
     from such sale to acquire the Debentures;

          (ii)   to enter into and perform its obligations under the documents
     relating to the Securities to which the Trust is a party, including the
     Underwriting Agreement, Remarketing Agreement, Debenture Subscription
     Agreement and Common Securities Subscription Agreement;

          (iii)  except as otherwise set forth herein, to engage in only those
     other activities necessary, appropriate, convenient or incidental thereto.
     The Trust shall not borrow money, issue debt or reinvest proceeds derived
     from investments, pledge any of its assets, or otherwise undertake (or
     permit to be undertaken) any activity that would cause the Trust not to be
     classified for United States federal income tax purposes as a grantor
     trust.

                                      -14-
<PAGE>

     (b)  It is the intent of the parties to this Declaration for the Trust to
be classified as a grantor trust for United States federal income tax purposes
under Subpart E of Subchapter J of the Code, pursuant to which the owners of the
Capital Securities and the Common Securities will be the owners of the Trust for
United States federal income tax purposes, and such owners will include directly
in their gross income the income, gain, deduction or loss of the Trust as if the
Trust did not exist. By the acceptance of this Declaration the Trustees, the
Sponsor, the Capital Security Beneficial Owners and the holders of the Common
Securities agree that they will not take any position for United States federal
income tax purposes which is contrary to the classification of the Trust as a
grantor trust.

SECTION 3.4    AUTHORITY.

     Subject to the limitations provided in this Declaration and to the specific
duties of the Property Trustee, the Administrative Trustees shall have exclusive
and complete authority to carry out the purposes of the Trust. An action taken
by the Administrative Trustees on behalf of the Trust in accordance with their
powers shall constitute the act of and serve to bind the Trust and an action
taken by the Property Trustee on behalf of the Trust in accordance with its
powers shall constitute the act of and serve to bind the Trust. In dealing with
the Trustees acting on behalf of the Trust, no Person shall be required to
inquire into the authority of the Trustees to bind the Trust. Persons dealing
with the Trust are entitled to rely conclusively on the power and authority of
the Trustees as set forth in this Declaration.

SECTION 3.5    TITLE TO PROPERTY OF THE TRUST.

     Except as provided in Section 3.8 with respect to the Debentures and the
Property Trustee Account or as otherwise provided in this Declaration, legal
title to all assets of the Trust shall be vested in the Trust. A Holder shall
not have legal title to any part of the assets of the Trust, but shall have an
undivided beneficial interest in the assets of the Trust.

SECTION 3.6    POWERS AND DUTIES OF THE ADMINISTRATIVE TRUSTEES.

     (a)  The Administrative Trustees shall have the exclusive power, duty and
authority and are hereby authorized and directed to cause the Trust to engage in
the following activities:

          (i)  to execute, deliver, issue and sell the Capital Securities and
     the Common Securities in accordance with this Declaration; provided,
     however, that the Trust may issue no more than one series of Capital
     Securities and no more than one series of Common Securities, and, provided
     further, that there shall be no interests in the Trust other than the
     Securities, and the issuance of Securities shall be limited to a
     simultaneous issuance of both Capital Securities and Common Securities on
     each Closing Date;

          (ii) in connection with the issue and sale of the Capital Securities
     to:

               (A) execute and file with the Commission the registration
          statement and the prospectus relating to the registration statement on
          Form S-1 prepared by the Sponsor, including any amendments or
          supplements thereto, pertaining to the Capital Securities and to take
          any other action relating to the registration and sale

                                      -15-
<PAGE>

          of the Capital Securities and the Units under federal and state
          securities laws;

                (B) execute and file any documents prepared by the Sponsor, or
          take any acts as determined by the Sponsor to be necessary in order to
          qualify or register all or part of the Capital Securities in any State
          in which the Sponsor has determined to qualify or register such
          Capital Securities for sale;

                (C) execute and file an application, prepared by the Sponsor, to
          the New York Stock Exchange, Inc. or any other national stock exchange
          or the Nasdaq Stock Market's National Market for listing upon notice
          of issuance of any Capital Securities;

                (D) execute and file with the Commission a registration
          statement on Form 8-A, including any amendments thereto, prepared by
          the Sponsor, relating to the registration of the Capital Securities
          under Section 12(b) of the Exchange Act;

                (E) execute and deliver the documents relating to the Securities
          to which the Trust is a party, including the Underwriting Agreement,
          Remarketing Agreement, Debenture Subscription Agreement and Common
          Securities Subscription Agreement; and

                (F) execute and deliver letters, documents or instruments with
          DTC and other Clearing Agencies relating to the Capital Securities.

          (iii) to acquire the Debentures with the proceeds of the sale of the
     Capital Securities and the Common Securities; provided, however, that the
     Administrative Trustees shall cause legal title to the Debentures to be
     held of record in the name of the Property Trustee for the benefit of the
     Trust and the Holders of the Capital Securities and the Holders of Common
     Securities;

          (iv)  to establish a record date with respect to all actions to be
     taken hereunder that require a record date be established, including and
     with respect to, for the purposes of Section 316(c) of the Trust Indenture
     Act, Distributions, voting rights, repayments, redemptions and exchanges,
     and to issue relevant notices to the Holders of Capital Securities and
     Holders of Common Securities as to such actions and applicable record
     dates;

          (v)   to take all actions and perform such duties as may be required
     of the Administrative Trustees pursuant to the terms of the Securities and
     this Declaration;

          (vi)  to the fullest extent permitted by law, to bring or defend, pay,
     collect, compromise, arbitrate, resort to legal action, or otherwise adjust
     claims or demands of or against the Trust ("Legal Action"), unless pursuant
     to Section 3.8(e) the Property Trustee has the exclusive power to bring
     such Legal Action;

                                      -16-
<PAGE>

          (vii)  to employ or otherwise engage employees and agents (who may be
     designated as officers with titles) and managers, contractors, advisors,
     and consultants and pay such compensation for such services as from time to
     time is agreed upon in writing;

          (viii) to cause the Trust to comply with the Trust's obligations under
     the Trust Indenture Act;

          (ix)   to give the certificate required by Section 314(a)(4) of the
     Trust Indenture Act to the Property Trustee, which certificate may be
     executed by any Administrative Trustee;

          (x)    to incur expenses that are necessary, appropriate, convenient
     or incidental to carry out any of the purposes of the Trust;

          (xi)   to act as, or appoint another Person to act as, registrar and
     transfer agent for the Securities;

          (xii)  to take all action that may be necessary or appropriate for the
     preservation and the continuation of the Trust's valid existence, rights,
     franchises and privileges as a statutory business trust under the laws of
     the State of Delaware and of each other jurisdiction in which such
     existence is necessary to protect the limited liability of the Holders of
     the Capital Securities or to enable the Trust to effect the purposes for
     which the Trust was created;

          (xiii) to take any action, not inconsistent with this Declaration or
     with applicable law, that the Administrative Trustees determine in their
     discretion to be necessary or desirable in carrying out the activities of
     the Trust, including, but not limited to:

                 (A) causing the Trust not to be deemed to be an Investment
          Company required to be registered under the Investment Company Act;

                 (B) causing the Trust to be classified for United States
          federal income tax purposes as a grantor trust; and

                 (C) cooperating with the Debenture Issuer to ensure that the
          Debentures will be treated as indebtedness of the Debenture Issuer for
          United States federal income tax purposes, provided that such action
          relating to this clause (C) does not adversely affect the interests of
          Holders;

          (xiv)  to take all action necessary to cause all applicable tax
     returns and tax information reports that are required to be filed with
     respect to the Trust to be duly prepared and filed by the Administrative
     Trustees, on behalf of the Trust;

          (xv)   instruct the Purchase Contract Agent in order to enable the
     Purchase Contract Agent to vote the Securities; and

                                      -17-
<PAGE>

          (xvi)  to execute all documents or instruments, perform all duties and
     powers, and do all things for and on behalf of the Trust in all matters
     necessary, appropriate, convenient or incidental to the foregoing,
     including with respect to the Trust's obligations set forth in the last
     sentence of Section 4.2 of the Purchase Contract Agreement.

     (b)  The Administrative Trustees must exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Administrative Trustees shall not take
any action that is inconsistent with the purposes and functions of the Trust set
forth in Section 3.3.

     (c)  Subject to this Section 3.6, the Administrative Trustees shall have
none of the powers or the authority of the Property Trustee set forth in Section
3.8. No permissive or authority available to the Administrative Trustees shall
be construed to be a duty.

SECTION 3.7    PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES.

     The Trust shall not, and the Administrative Trustees shall cause the Trust
not to, engage in any activity other than as required or authorized by this
Declaration. In particular, the Trust shall not, and the Administrative Trustees
shall cause the Trust not to:

          (i)    invest any proceeds received by the Trust with respect to the
     Debentures, but shall distribute all such proceeds to Holders of Securities
     pursuant to the terms of this Declaration and of the Securities;

          (ii)   acquire any assets other than as expressly provided herein;

          (iii)  possess Trust property for other than a Trust purpose;

          (iv)   make any loans or incur any indebtedness for borrowed money,
     other than loans represented by the Debentures;

          (v)    possess any power or otherwise act in such a way as to vary the
     Trust assets or the terms of the Securities in any way whatsoever;

          (vi)   issue any securities or other evidences of beneficial ownership
     of, or beneficial interest in, the Trust other than the Securities; or

          (vii)  other than as provided in this Declaration or Annex I,

                 (A) direct the time, method and place of exercising any trust
          or power conferred upon the Debenture Trustee with respect to the
          Debentures,

                 (B) waive any past default that is waivable under the
          Indenture,

                 (C) exercise any right to rescind or annul any declaration that
          the principal of all the Debentures shall be due and payable, or

               (D)   consent to any amendment, modification or termination of
          the

                                      -18-
<PAGE>

          Indenture or the Debentures where such consent shall be required,
          unless, in the case of clauses (B), (C) and (D), the Trust shall have
          received an opinion of counsel to the effect that for United States
          federal income tax purposes the Trust will not be classified as other
          than a grantor trust as a result of such action.

SECTION 3.8    POWERS AND DUTIES OF THE PROPERTY TRUSTEE.

     (a)  The legal title to the Debentures shall be owned by and held of record
in the name of the Property Trustee in trust for the benefit of the Trust and
the Holders of the Securities. The right, title and interest of the Property
Trustee to the Debentures shall vest automatically in each Person who may
hereafter be appointed as Property Trustee in accordance with Section 5.6. Such
vesting and cessation of title shall be effective whether or not conveyancing
documents with regard to the Debentures have been executed and delivered.

     (b)  The Property Trustee shall not transfer its right, title and interest
in the Debentures to the Administrative Trustees or to the Delaware Trustee (if
the Property Trustee does not also act as Delaware Trustee).

     (c)  The Property Trustee shall:

          (i)   establish and maintain a segregated non-interest bearing trust
     account (the "Property Trustee Account") in the name of and under the
     exclusive control of the Property Trustee on behalf of the Trust and the
     Holders of the Securities and, upon the receipt of payments of funds made
     in respect of the Debentures held by the Property Trustee, deposit such
     funds into the Property Trustee Account and make payments to the Holders of
     the Capital Securities and Holders of the Common Securities from the
     Property Trustee Account in accordance with Section 6.1. Funds in the
     Property Trustee Account shall be held uninvested until disbursed in
     accordance with this Declaration. The Property Trustee Account shall be an
     account that is maintained with a banking institution the rating on whose
     long-term unsecured indebtedness is rated at least "A" or above by a
     "nationally recognized statistical rating organization," as that term is
     defined for purposes of Rule 436(g)(2) under the Securities Act;

          (ii)  engage in such ministerial activities as shall be necessary,
     appropriate, convenient or incidental to effect the repayment of the
     Capital Securities and the Common Securities to the extent the Debentures
     mature or are redeemed; and

          (iii) upon written notice of distribution issued by the Administrative
     Trustees in accordance with the terms of the Securities, engage in such
     ministerial activities as shall be necessary, appropriate, convenient or
     incidental to effect the distribution of the Debentures to Holders of
     Securities upon the dissolution of the Trust as set forth herein and in the
     terms of the Securities attached as Annex I hereto.

     (d)  The Property Trustee shall take all actions and perform such duties as
may be specifically required of the Property Trustee pursuant to the terms of
the Securities and this Declaration.

                                      -19-
<PAGE>

     (e)  (i) Subject to Section 3.9(a), the Property Trustee may take any Legal
Action which arises out of or in connection with an Event of Default of which a
Responsible Officer of the Property Trustee has actual knowledge or the Property
Trustee's duties and obligations under this Declaration, or the Trust Indenture
Act; provided, however, that if the Property Trustee fails to enforce its rights
under the Debentures after a Holder of Capital Securities has made a written
request, such Holder of Capital Securities may, to the fullest extent permitted
by applicable law, institute a legal proceeding against the Debenture Issuer
without first instituting any legal proceeding against the Property Trustee or
any other Person.

          (ii) Notwithstanding the foregoing clause (i), if an Event of Default
has occurred and is continuing and such event is attributable to the failure of
the Debenture Issuer to pay interest on or principal of the Debentures on the
date such interest or principal is otherwise payable (or in the case of
redemption, on the redemption date), then a Holder of Capital Securities may
directly institute a proceeding for enforcement of payment to such Holder of the
principal of or interest on the Debentures having a principal amount equal to
the aggregate liquidation amount of the Capital Securities of such holder (a
"Direct Action") on or after the due date specified in the Debentures. In
connection with such Direct Action, the rights of the Holders of Common
Securities will be subordinated to the rights of such Holders of Capital
Securities. In connection with such Direct Action, the Debenture Issuer shall be
subrogated to the rights of such Holder of Capital Securities with respect to
payments on the Capital Securities under this Declaration to the extent of any
payment made by the Debenture Issuer to such Holder of Capital Securities in
such Direct Action. Except as provided in the preceding sentences, the Holders
of Capital Securities will not be able to exercise directly any other remedy
available to the Holders of the Debentures.

     (f)  The Property Trustee shall continue to serve as a Trustee until
either:

          (i)  the Trust has been completely liquidated and the proceeds of the
     liquidation distributed to the Holders of Securities pursuant to the terms
     of the Securities; or

          (ii) a Successor Property Trustee has been appointed and has accepted
     that appointment in accordance with Section 5.6 (a "Successor Property
     Trustee").

     (g)  The Property Trustee shall have the legal power to exercise all of the
rights, powers and privileges of a holder of Debentures under the Indenture and,
if an Event of Default actually known to a Responsible Officer of the Property
Trustee occurs and is continuing, the Property Trustee may, for the benefit of
Holders of the Securities, enforce its rights as holder of the Debentures
subject to the rights of the Holders pursuant to the terms of such Securities
and this Declaration.

     (h)  Subject to this Section 3.8, the Property Trustee shall have none of
the duties, liabilities, powers or the authority of the Administrative Trustees
set forth in Section 3.6.

     The Property Trustee must exercise the powers set forth in this Section 3.8
in a manner that is consistent with the purposes and functions of the Trust set
out in Section 3.3, and the

                                      -20-
<PAGE>

Property Trustee shall not take any action that is inconsistent with the
purposes and functions of the Trust set out in Section 3.3.

SECTION 3.9    CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY TRUSTEE.

     (a)  The Property Trustee, before the occurrence of any Event of Default
and after the curing or waiver of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Declaration and no implied covenants or obligations shall be read into this
Declaration against the Property Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.6) of which a
Responsible Officer of the Property Trustee has actual knowledge, the Property
Trustee shall exercise such of the rights and powers vested in it by this
Declaration, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

     (b)  No provision of this Declaration shall be construed to relieve the
Property Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

          (i)    prior to the occurrence of an Event of Default and after the
     curing or waiving of all such Events of Default that may have occurred:

                 (A)  the duties and obligations of the Property Trustee shall
          be determined solely by the express provisions of this Declaration and
          the Property Trustee shall not be liable except for the performance of
          such duties and obligations as are specifically set forth in this
          Declaration, and no implied covenants or obligations shall be read
          into this Declaration against the Property Trustee; and

                 (B)  in the absence of bad faith on the part of the Property
          Trustee, the Property Trustee may conclusively rely, as to the truth
          of the statements and the correctness of the opinions expressed
          therein, upon any certificates or opinions furnished to the Property
          Trustee and conforming to the requirements of this Declaration; but in
          the case of any such certificates or opinions that by any provision
          hereof are specifically required to be furnished to the Property
          Trustee, the Property Trustee shall be under a duty to examine the
          same to determine whether or not on their face they conform to the
          requirements of this Declaration (but need not confirm or investigate
          the accuracy of mathematical calculations or other facts stated
          therein);

          (ii)   the Property Trustee shall not be liable for any error of
     judgment made in good faith by a Responsible Officer of the Property
     Trustee, unless it shall be proved that the Property Trustee was negligent
     in ascertaining the pertinent facts;

          (iii)  the Property Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance with
     the direction of the Holders of

                                      -21-
<PAGE>

     not less than a Majority in liquidation amount of the Securities relating
     to the time, method and place of conducting any proceeding for any remedy
     available to the Property Trustee, or exercising any trust or power
     conferred upon the Property Trustee under this Declaration;

          (iv)   no provision of this Declaration shall require the Property
     Trustee to expend or risk its own funds or otherwise incur personal
     financial liability in the performance of any of its duties or in the
     exercise of any of its rights or powers, if it shall have reasonable
     grounds for believing that the repayment of such funds is not reasonably
     assured to it under the terms of this Declaration or if indemnity
     reasonably satisfactory to the Property Trustee against such risk or
     liability is not reasonably assured to it;

          (v)    the Property Trustee's sole duty with respect to the custody,
     safe keeping and physical preservation of the Debentures and the Property
     Trustee Account shall be to deal with such property in a similar manner as
     the Property Trustee deals with similar property for its fiduciary accounts
     generally, subject to the protections and limitations on liability afforded
     to the Property Trustee under this Declaration, the Business Trust Act and
     the Trust Indenture Act;

          (vi)   the Property Trustee shall have no duty or liability for or
     with respect to the value, genuineness, existence or sufficiency of the
     Debentures or the payment of any taxes or assessments levied thereon or in
     connection therewith;

          (vii)  the Property Trustee shall not be liable for any interest on
     any money received by it except as it may otherwise agree in writing with
     the Sponsor. Money held by the Property Trustee need not be segregated from
     other funds held by it except in relation to the Property Trustee Account
     maintained by the Property Trustee pursuant to Section 3.8(c)(i) and except
     to the extent otherwise required by law; and

          (viii) the Property Trustee shall not be responsible for monitoring
     the compliance by the Administrative Trustees or the Sponsor with their
     respective duties under this Declaration, nor shall the Property Trustee be
     liable for any default or misconduct of the Administrative Trustees or the
     Sponsor.

SECTION 3.10     CERTAIN RIGHTS OF PROPERTY TRUSTEE.

     (a)  Subject to the provisions of Section 3.9:

          (i)    the Property Trustee may in absence of bad faith conclusively
     rely and shall be fully protected in acting or refraining from acting upon
     any resolution, certificate, statement, instrument, opinion, report,
     notice, request, direction, consent, order, bond, debenture, note, other
     evidence of indebtedness or other paper or document reasonably believed by
     it to be genuine (and with respect to the certificates, reports, statements
     and opinions, are, in the absence of bad faith, believed by it to be true
     and accurate) and to have been signed, sent or presented by the proper
     party or parties;

                                      -22-
<PAGE>

          (ii)   any direction or act of the Sponsor or the Administrative
     Trustees contemplated by this Declaration shall be sufficiently evidenced
     by a Direction or an Officer's Certificate;

          (iii)  whenever in the administration of this Declaration, the
     Property Trustee shall deem it desirable that a matter be proved or
     established before taking, suffering or omitting any action hereunder, the
     Property Trustee (unless other evidence is herein specifically prescribed)
     may, in the absence of negligence or bad faith on its part, request and
     conclusively rely upon an Officer's Certificate which, upon receipt of such
     request, shall be promptly delivered by the Sponsor or the Administrative
     Trustees;

          (iv)   the Property Trustee shall have no duty to see to any
     recording, filing or registration of any instrument (including any
     financing or continuation statement or any filing under tax or securities
     laws) or any re-recording, refiling or re-registration thereof;

          (v)    the Property Trustee may consult with counsel or other experts
     of its selection and the advice or opinion of such counsel and experts with
     respect to matters or advice within the scope of such experts' area of
     expertise shall be full and complete authorization and protection in
     respect of any action taken, suffered or omitted by it hereunder in good
     faith and in accordance with such advice or opinion. Such counsel may be
     counsel to the Sponsor or any of its Affiliates, and may include any of its
     employees. The Property Trustee shall have the right at any time to seek
     instructions concerning the administration of this Declaration from any
     court of competent jurisdiction;

          (vi)   the Property Trustee shall be under no obligation to exercise
     any of the rights or powers vested in it by this Declaration at the request
     or direction of any Holder, unless such Holder shall have provided to the
     Property Trustee security and indemnity, reasonably satisfactory to the
     Property Trustee, against the reasonable costs, expenses (including
     reasonable attorneys' fees and expenses and the reasonable expenses of the
     Property Trustee's agents, nominees or custodians) and liabilities that
     might be incurred by it in complying with such request or direction,
     including such reasonable advances as may be requested by the Property
     Trustee, provided that nothing contained in this Section 3.10(a)(vi) shall
     be taken to relieve the Property Trustee, upon the occurrence of an Event
     of Default, of its obligation to exercise the rights and powers vested in
     it by this Declaration in the manner provided by Section 3.9(a);

          (vii)  the Property Trustee shall be under no obligation to conduct an
     investigation into the facts or matters stated in any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document, but the Property Trustee, in its
     discretion, may make such further inquiry or investigation into such facts
     or matters as it may see fit;

          (viii) the Property Trustee may execute any of the trusts or powers
     hereunder or perform any duties hereunder either directly or by or through
     agents, custodians, nominees or attorneys and the Property Trustee shall
     not be responsible for any

                                      -23-
<PAGE>

     misconduct or negligence on the part of any agent or attorney appointed
     with due care by it hereunder in compliance with this Declaration;

          (ix)   any action taken by the Property Trustee or its agents
     hereunder shall bind the Trust and the Holders of the Securities, and the
     signature of the Property Trustee or its agents alone shall be sufficient
     and effective to perform any such action and no third party shall be
     required to inquire as to the authority of the Property Trustee to so act
     or as to its compliance with any of the terms and provisions of this
     Declaration, both of which shall be conclusively evidenced by the Property
     Trustee's or its agent's taking such action;

          (x)    whenever in the administration of this Declaration the Property
     Trustee shall deem it desirable to receive instructions with respect to
     enforcing any remedy or right or taking any other action hereunder, the
     Property Trustee (i) may request instructions from the Holders of the
     Securities which instructions may only be given by the Holders of the same
     proportion in liquidation amount of the Securities as would be entitled to
     direct the Property Trustee under the terms of the Securities in respect of
     such remedy, right or action, (ii) may refrain from enforcing such remedy
     or right or taking such other action until such instructions are received,
     and (iii) shall be protected in conclusively relying on or acting in
     accordance with such instructions;

          (xi)   except as otherwise expressly provided by this Declaration, the
     Property Trustee shall not be under any obligation to take any action that
     is discretionary under the provisions of this Declaration;

          (xii)  the Property Trustee shall not be liable for any action taken,
     suffered, or omitted to be taken by it in good faith, without negligence,
     and reasonably believed by it to be authorized or within the discretion or
     rights or powers conferred upon it by this Declaration;

          (xiii) the Property Trustee shall not be personally liable for the
     payment of any indebtedness or expenses of the Trust or be liable for the
     breach or failure of any obligation, representation, warranty or covenant
     made or undertaken by the Trust under this Declaration, except if such
     breach or failure is due to any negligence, willful misconduct or bad faith
     of the Property Trustee; and

          (xiv)  without prejudice to any other rights available to the Property
     Trustee under applicable law, when the Property Trustee incurs expenses or
     renders services in connection with a bankruptcy, such expenses (including
     the reasonable fees and expenses of its counsel) and the compensation for
     such services are intended to constitute expenses of administration under
     any bankruptcy law or law relating to creditors rights generally.

     (b)  No provision of this Declaration shall be deemed to impose any duty or
obligation on the Property Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it shall be illegal, or in which the Property Trustee shall be
unqualified or incompetent in accordance with applicable law, to

                                      -24-
<PAGE>

perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Property Trustee
shall be construed to be a duty.

SECTION 3.11    DELAWARE TRUSTEE.

     (a)  Notwithstanding any other provision of this Declaration other than
Section 5.2, the Delaware Trustee shall not be entitled to exercise any powers,
nor shall the Delaware Trustee have any of the duties and responsibilities of
the Trustees (except as required under the Business Trust Act) described in this
Declaration. Except as set forth in Section 5.2, the Delaware Trustee shall be a
Trustee for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Business Trust Act. In the event that the Delaware Trustee
shall at any time be required to take any action or perform any duty hereunder,
the Delaware Trustee shall be entitled to the benefits of Section 3.9(b)(ii)
through (viii) and Section 3.10. No implied covenants or obligations shall be
read into this Declaration against the Delaware Trustee.

     (b) It is expressly understood and agreed by the parties hereto that in
fulfilling its obligations as Delaware Trustee hereunder on behalf of the Trust
(i) any agreements or instruments executed and delivered by Chase Manhattan Bank
USA, National Association, or any Successor Delaware Trustee, are executed and
delivered not in its individual capacity but solely as Delaware Trustee under
this Declaration in the exercise of the powers and authority conferred and
vested in it, (ii) each of the representations, undertakings and agreements
herein made on the part of the Trust is made and intended not as
representations, warranties, covenants, undertakings and agreements by Chase
Manhattan Bank USA, National Association, or any Successor Delaware Trustee, in
its individual capacity but is made and intended for the purpose of binding only
the Trust, and (iii) under no circumstances shall Chase Manhattan Bank USA,
National Association, or any Successor Delaware Trustee, in its individual
capacity be personally liable for the payment of any indebtedness or expenses of
the Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under this
Declaration, except if such breach or failure is due to any gross negligence,
willful misconduct or bad faith of the Delaware Trustee.

SECTION 3.12   EXECUTION OF DOCUMENTS.

     Except as otherwise required by applicable law, any Administrative Trustee
is authorized to execute on behalf of the Trust any documents that the
Administrative Trustees have the power and authority to execute pursuant to
Section 3.6.

SECTION 3.13   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

     The recitals contained in this Declaration and the Securities shall be
taken as the statements of the Sponsor, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as to
the value or condition of the property of the Trust or any part thereof. The
Trustees make no representations as to the validity or sufficiency of this
Declaration or the Securities.

                                      -25-
<PAGE>

SECTION 3.14   DURATION OF TRUST.

     The Trust, unless dissolved pursuant to the provisions of Article VIII
hereof, shall dissolve on ___, 2008.

SECTION 3.15   MERGERS.

     (a)  The Trust may not consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, except as described in Section
3.15(b) and (c).

     (b)  The Trust may, with the consent of the Administrative Trustees or, if
there are more than two, a majority of the Administrative Trustees and without
the consent of the Holders of the Securities, the Delaware Trustee or the
Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by
a trust organized as such under the laws of any State:

          (i)    if the Trust is not the surviving entity, the successor entity
     (the "Successor Entity") either:

                 (A)  expressly assumes all of the obligations of the Trust
          under the Securities; or

                 (B)  substitutes for the Capital Securities other securities
          having substantially the same terms as the Capital Securities (the
          "Successor Securities"), so long as the Successor Securities rank the
          same as the Capital Securities rank with respect to Distributions and
          payments upon liquidation, redemption, repayment and otherwise and
          substitutes for the Common Securities other securities having
          substantially the same terms as the Common Securities (the "Successor
          Common Securities"), so long as the Successor Common Securities rank
          the same as the Common Securities rank with respect to Distributions
          and payments upon liquidation, redemption, repayment and otherwise;

          (ii)   the Debenture Issuer expressly acknowledges a trustee of the
     Successor Entity that possesses the same powers and duties as the Property
     Trustee as the holder of the Debentures;

          (iii)  if the Capital Securities are listed or quoted, any Successor
     Securities will be listed or quoted upon notification of issuance, on any
     national securities exchange, national automated quotation system or with
     another organization on which the Capital Securities are then listed or
     quoted;

          (iv)   such merger, consolidation, amalgamation, replacement,
     conveyance, transfer or lease does not cause the Capital Securities
     (including any Successor Securities) to be downgraded by any nationally
     recognized statistical rating organization;

          (v)    such merger, consolidation, amalgamation, replacement,
     conveyance, transfer or lease does not adversely affect the rights,
     preferences and privileges of the

                                      -26-
<PAGE>

     Holders of the Securities (including any Successor Securities and any
     Successor Common Securities) in any material respect (other than with
     respect to any dilution of such Holders' interests in the new entity);

          (vi)   such Successor Entity has a purpose substantially identical to
     that of the Trust;

          (vii)  prior to such merger, consolidation, amalgamation, replacement,
     conveyance, transfer or lease, the Sponsor has received an opinion of a
     nationally recognized independent counsel to the Trust experienced in such
     matters to the effect that:

                 (A)   such merger, consolidation, amalgamation, replacement,
          conveyance, transfer or lease does not adversely affect the rights,
          preferences and privileges of the Holders of the Securities (including
          any Successor Securities) in any material respect (other than with
          respect to any dilution of the Holders' interest in the new entity);

                 (B)   following such merger, consolidation, amalgamation,
          replacement, conveyance, transfer or lease, neither the Trust nor the
          Successor Entity will be required to register as an Investment
          Company; and

                 (C)   following such merger, consolidation, amalgamation,
          replacement, conveyance, transfer or lease, the Trust (or the
          Successor Entity) will continue to be classified as a grantor trust
          for United States federal income tax purposes;

          (viii) the Sponsor owns, directly or indirectly, all of the common
     securities of such Successor Entity;

          (ix)   the Sponsor guarantees the obligations of such Successor Entity
     under the Successor Securities at least to the extent provided by the
     Securities Guarantees; and

          (x)    there shall have been furnished to the Property Trustee an
     Officer's Certificate and an Opinion of Counsel, each to the effect that
     all conditions precedent in this Declaration to such transaction have been
     satisfied.

     (c)  Notwithstanding Section 3.15(b), the Trust shall not, except with the
consent of Holders of 100% in liquidation amount of the Securities, consolidate,
amalgamate, merge with or into, or be replaced by any other entity or permit any
other entity to consolidate, amalgamate, merge with or into, or replace it if
such consolidation, amalgamation, merger or replacement would cause the Trust or
Successor Entity to be classified as other than a grantor trust for United
States federal income tax purposes.

SECTION 3.16   PROPERTY TRUSTEE MAY FILE PROOFS OF CLAIM.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding

                                      -27-
<PAGE>

relative to the Trust or any other obligor upon the Securities or the property
of the Trust or of such other obligor or their creditors, the Property Trustee
(irrespective of whether any Distributions on the Securities shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Property Trustee shall have made any demand on the Trust for the
payment of any past due Distributions) shall be entitled and empowered, to the
fullest extent permitted by law, by intervention in such proceeding or
otherwise:

          (a)   to file and prove a claim for the whole amount of any
     Distributions owing and unpaid in respect of the Securities and to file
     such other papers or documents as may be necessary or advisable in order to
     have the claims of the Property Trustee (including any claim for the
     reasonable compensation, expenses, disbursements and advances of the
     Property Trustee, its agents and counsel) and of the Holders allowed in
     such judicial proceeding; and

          (b)   to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same; and any
     custodian, receiver, assignee, trustee, liquidator, sequestrator or other
     similar official in any such judicial proceeding is hereby authorized by
     each Holder to make such payments to the Property Trustee and, in the event
     the Property Trustee shall consent to the making of such payments directly
     to the Holders, to pay to the Property Trustee any amount due it for the
     reasonable compensation, expenses, disbursements and advances of the
     Property Trustee, its agents and counsel, and any other amounts due the
     Property Trustee.

          Nothing herein contained shall be deemed to authorize the Property
     Trustee to authorize or consent to or accept or adopt on behalf of any
     Holder any plan of reorganization, arrangement, adjustment or compensation
     affecting the Securities or the rights of any Holder thereof or to
     authorize the Property Trustee to vote in respect of the claim of any
     Holder in any such proceeding.

                                  ARTICLE IV
                                    SPONSOR

SECTION 4.1    SPONSOR'S PURCHASE OF COMMON SECURITIES.

     On the Closing Date the Sponsor will purchase all of the Common Securities
issued by the Trust, in an amount at least equal to 3.0% of the capital of the
Trust, at the same time as the Capital Securities are sold.

                                      -28-
<PAGE>

SECTION 4.2    RIGHTS AND RESPONSIBILITIES OF THE SPONSOR.

     In connection with the issue, sale and, if necessary, the remarketing of
the Capital Securities, the Sponsor shall have the exclusive right and
responsibility to engage in the following activities:

     (a)  to prepare for filing by the Trust with the Commission and execute a
registration statement on Form S-1 in relation to the Capital Securities and/or
the Units, including any amendments thereto;

     (b)  if necessary, to determine the States in which to take appropriate
action to qualify or register for sale all or part of the Capital Securities
and/or the Units and to do any and all such acts, other than actions which must
be taken by the Trust, and advise the Trust of actions it must take, and prepare
for execution and filing any documents to be executed and filed by the Trust, as
the Sponsor deems necessary or advisable in order to comply with the applicable
laws of any such States;

     (c)  if necessary, to prepare for filing by the Trust of an application to
the New York Stock Exchange or any other national stock exchange or the Nasdaq
Stock Market's National Market for listing upon notice of issuance of the Units
and, if applicable, of the Capital Securities;

     (d)  if necessary, to prepare for filing by the Trust with the Commission
of a registration statement on Form 8-A relating to the registration of the
Capital Securities under Section 12(b) of the Exchange Act, including any
amendments thereto; and

     (e)  to negotiate the terms of the Remarketing Agreement and the
Underwriting Agreement providing for the sale of the Capital Securities.

SECTION 4.3    RIGHT TO PROCEED.

     The Sponsor acknowledges the rights of Holders to institute a Direct Action
as set forth in Section 3.8(e) hereto.

SECTION 4.4    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 Sponsor, 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 Debenture Trustee under the
Indenture in accordance with the provisions of the Indenture;

     (b)  be responsible for and shall pay all debts and obligations (other than
with respect to the Securities) and all costs and expenses of the Trust
including, but not limited to, costs and

                                      -29-
<PAGE>

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
Article X of this 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 10.4 with respect to this Declaration; 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.

The Sponsor's obligations under this Section 4.4 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 Sponsor's obligations
under this Section 4.4 directly against the Sponsor and the Sponsor 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 Sponsor. The
Debenture Issuer agrees to execute such additional agreements as may be
necessary or desirable in order to give full effect to the provisions of this
Section 4.4.

                                   ARTICLE V
                                   TRUSTEES

SECTION 5.1    NUMBER OF TRUSTEES.

     (a) The number of Trustees initially shall be five (5).

     (b) At any time before the issuance of any Securities, the Sponsor may, by
written instrument, increase or decrease the number of Trustees; and

     (c) After the issuance of any Securities, the number of Trustees may be
increased or decreased by vote of the Holders of a Majority in liquidation
amount of the Common Securities voting as a class at a meeting of the Holders of
the Common Securities; provided, however, that, the number of Trustees shall in
no event be less than two (2), provided further that (i) one Trustee shall meet
the requirements of Section 5.2(a) and (b); (ii) there shall be at least one
Trustee who is an employee or officer of, or is affiliated with the Sponsor (an
"Administrative Trustee"); and (iii) one Trustee shall be the Property Trustee
for so long as this Declaration is required to qualify as an indenture under the
Trust Indenture Act, and such Property Trustee may also serve as Delaware
Trustee if it meets the applicable requirements.

                                      -30-
<PAGE>

SECTION 5.2    DELAWARE TRUSTEE.

     If required by the Business Trust Act, one Trustee (the "Delaware Trustee")
shall be:

     (a) a natural person who is a resident of the State of Delaware; or

     (b) if not a natural person, an entity which has its principal place of
business in the State of Delaware, and otherwise meets the requirements of
applicable law, provided that, if the Property Trustee has its principal place
of business in the State of Delaware and otherwise meets the requirements of
applicable law, then the Property Trustee shall also be the Delaware Trustee and
Section 3.11 shall have no application.

     (c) The initial Delaware Trustee shall be:

         Chase Manhattan Bank USA, National Association
         500 Stanton Christiana Road, Building 4, 3rd Floor
         Newark, Delaware 19713
         Attn: Institutional Trust Services


SECTION 5.3    PROPERTY TRUSTEE; ELIGIBILITY.

     (a) There shall at all times be one Trustee which shall act as Property
Trustee for so long as this Declaration is required to qualify as an Indenture
under the Trust Indenture Act, which shall:

         (i)  not be an Affiliate of the Sponsor; and

         (ii) be a corporation organized and doing business under the laws of
     the United States of America or any State or Territory thereof or of the
     District of Columbia, or a corporation or Person permitted by the
     Commission to act as a Property Trustee under the Trust Indenture Act,
     authorized under such laws to exercise corporate trust powers, having a
     combined capital and surplus of at least 50 million U.S. dollars
     ($50,000,000), and subject to supervision or examination by Federal, State,
     Territorial or District of Columbia authority. If such corporation
     publishes reports of condition at least annually, pursuant to law or to the
     requirements of the supervising or examining authority referred to above,
     then for the purposes of this Section 5.3(a)(ii), the combined capital and
     surplus of such corporation shall be deemed to be its combined capital and
     surplus as set forth in its most recent report of condition so published.

     (b) If at any time the Property Trustee shall cease to be eligible to so
act under Section 5.3(a), the Property Trustee shall immediately resign in the
manner and with the effect set forth in Section 5.6(c).

     (c) If the Property Trustee has or shall acquire any "conflicting interest"
within the meaning of Section 310(b) of the Trust Indenture Act, the Property
Trustee and the Holder of the Common Securities (as if it were the obligor
referred to in Section 310(b) of the Trust Indenture

                                      -31-
<PAGE>

Act) shall in all respects comply with the provisions of Section 310(b) of the
Trust Indenture Act.

     (d)  The Capital Securities Guarantee and the Indenture shall be deemed to
be specifically described in this Declaration and the Indenture for purposes of
clause (i) of the first proviso contained in Section 310(b) of the Trust
Indenture Act.

     (e)  The initial Property Trustee shall be:

         JPMorgan Chase Bank
         450 West 33rd Street, 15th Floor
         New York, New York 10001
         Attn: Institutional Trust Services


SECTION 5.4    CERTAIN QUALIFICATIONS OF ADMINISTRATIVE TRUSTEES AND DELAWARE
               TRUSTEE GENERALLY.

     Each Administrative Trustee and the Delaware Trustee (unless the Property
Trustee also acts as Delaware Trustee) shall be either a natural person who is
at least 21 years of age or a legal entity that shall act through one or more
Authorized Officers.

SECTION 5.5    ADMINISTRATIVE TRUSTEES.

     The initial Administrative Trustees shall be:

         Timothy C. Fetten
         Richard Vaccaro
         Scott D. Kaplan

     (a)  Except as otherwise expressly set forth in this Declaration and except
if a meeting of the Administrative Trustees is called with respect to any matter
over which the Administrative Trustees have power to act, any power of the
Administrative Trustees may be exercised by, or with the consent of, any one
such Administrative Trustee.

     (b)  Except as otherwise required by applicable law, any Administrative
Trustee is authorized to execute on behalf of the Trust any documents which the
Administrative Trustees have the power and authority to cause the Trust to
execute pursuant to Section 3.6.

SECTION 5.6    APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES.

     (a)  Subject to Section 5.6(b), Trustees may be appointed or removed with
or without cause at any time:

          (i)  until the issuance of any Securities, by written instrument
     executed by the Sponsor; and

                                      -32-
<PAGE>

          (ii) after the issuance of any Securities, by vote of the Holders of a
     Majority in liquidation amount of the Common Securities voting as a class
     at a meeting of the Holders of the Common Securities.

     (b)  (i)  The Trustee that acts as Property Trustee shall not be removed in
     accordance with Section 5.6(a) until a Successor Property Trustee
     possessing the qualifications to act as Property Trustee under Section 5.3
     has been appointed and has accepted such appointment by written instrument
     executed by such Successor Property Trustee and delivered to the
     Administrative Trustees and the Sponsor; and

          (ii) The Trustee that acts as Delaware Trustee shall not be removed
     in accordance with Section 5.6(a) until a successor Delaware Trustee
     possessing the qualifications to act as Delaware Trustee under Sections 5.2
     and 5.4 (a "Successor Delaware Trustee") has been appointed and has
     accepted such appointment by written instrument executed by such Successor
     Delaware Trustee and delivered to the Administrative Trustees and the
     Sponsor.

     (c)  A Trustee appointed to office shall hold office until such Trustee's
successor shall have been appointed or until such Trustee's death, removal or
resignation. Any Trustee may resign from office (without need for prior or
subsequent accounting) by an instrument in writing signed by the Trustee and
delivered to the Sponsor and the Administrative Trustee, which resignation shall
take effect upon such delivery or upon such later date as is specified therein;
provided, however, that:

          (i)  no such resignation of the Trustee that acts as the Property
     Trustee shall be effective:

                 (A) until a Successor Property Trustee has been appointed and
          has accepted such appointment by instrument executed by such Successor
          Property Trustee and delivered to the Administrative Trustee, the
          Sponsor and the resigning Property Trustee; or

                 (B) until the assets of the Trust have been completely
          liquidated and the proceeds thereof distributed to the Holders of the
          Securities; and

          (ii) no such resignation of the Trustee that acts as the Delaware
     Trustee shall be effective until a Successor Delaware Trustee has been
     appointed and has accepted such appointment by instrument executed by such
     Successor Delaware Trustee and delivered to the Trust, the Sponsor and the
     resigning Delaware Trustee.

     (d)  The Holders of the Common Securities shall use reasonable efforts to
promptly appoint a Successor Delaware Trustee or Successor Property Trustee, as
the case may be, if the Property Trustee or the Delaware Trustee delivers an
instrument of resignation in accordance with this Section 5.6.

     (e)  If no Successor Property Trustee or Successor Delaware Trustee shall
have been appointed and accepted appointment as provided in this Section 5.6
within 60 days after delivery

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<PAGE>

to the Sponsor and the Trust of an instrument of resignation, the resigning
Property Trustee or Delaware Trustee, as applicable, may petition any court of
competent jurisdiction for appointment of a Successor Property Trustee or
Successor Delaware Trustee. Such court may thereupon, after prescribing such
notice, if any, as it may deem proper, appoint a Successor Property Trustee or
Successor Delaware Trustee, as the case may be.

     (f)  No Property Trustee or Delaware Trustee shall be liable for the acts
or omissions to act of any Successor Property Trustee or Successor Delaware
Trustee, as the case may be.

     (g)  At the time of resignation or removal of the Property Trustee or the
Delaware Trustee, the Sponsor shall pay to such Trustee any amounts that may be
owed to such Trustee pursuant to the Indenture.

SECTION 5.7    VACANCIES AMONG TRUSTEES.

     If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees is
increased pursuant to Section 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Administrative Trustees or, if
there are more than two Administrative Trustees, a majority of the
Administrative Trustees shall be conclusive evidence of the existence of such
vacancy. The vacancy shall be filled with a Trustee appointed in accordance with
Section 5.6.

SECTION 5.8    EFFECT OF VACANCIES.

     The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to dissolve, terminate or annul the Trust. Whenever a vacancy among
the Administrative Trustees shall occur, until such vacancy is filled by the
appointment of an Administrative Trustee in accordance with Section 5.6, the
Administrative Trustees in office, regardless of their number, shall have all
the powers granted to the Administrative Trustees and shall discharge all the
duties imposed upon the Administrative Trustees by this Declaration.

SECTION 5.9    MEETINGS.

     If there is more than one Administrative Trustee, meetings of the
Administrative Trustees shall be held from time to time upon the call of any
Administrative Trustee. Regular meetings of the Administrative Trustees may be
held at a time and place fixed by resolution of the Administrative Trustees.
Notice of any in-person meetings of the Administrative Trustees shall be hand
delivered or otherwise delivered in writing (including by facsimile, followed by
a hard copy by overnight courier) not less than 48 hours before such meeting.
Notice of any telephonic meetings of the Administrative Trustees or any
committee thereof shall be hand delivered or otherwise delivered in writing
(including by facsimile, followed by a hard copy by overnight courier) not less
than 24 hours before a meeting. Notices shall contain a brief statement of the
time, place and anticipated purposes of the meeting. The presence (whether in
person or by telephone) of an Administrative Trustee at a meeting shall
constitute a waiver of notice of such meeting except where an Administrative
Trustee attends a meeting for the express purpose of objecting to the
transaction of any activity on the ground that the meeting has not been lawfully

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called or convened. Unless provided otherwise in this Declaration, any action of
the Administrative Trustees may be taken at (i) a meeting by vote of a majority
of the Administrative Trustees present (whether in person or by telephone) and
eligible to vote with respect to such matter, provided that a Quorum is present,
or (ii) without a meeting and without prior notice by the unanimous written
consent of the Administrative Trustees. In the event there is only one
Administrative Trustee, any and all action of such Administrative Trustee shall
be evidenced by a written consent of such Administrative Trustee.

SECTION 5.10   DELEGATION OF POWER.

     (a)  Any Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents that the Administrative
Trustees have power and authority to cause the Trust to execute pursuant to
Section 3.6, including any registration statement or amendment thereto filed
with the Commission, or making any other governmental filing; and

     (b)  the Administrative Trustees shall have power to delegate from time to
time to such of their number or to officers of the Trust the doing of such
things and the execution of such instruments either in the name of the Trust or
the names of the Administrative Trustees or otherwise as the Administrative
Trustees may deem expedient, to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of the Trust, as set forth herein.

SECTION 5.11   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                                   BUSINESS.

     Any corporation into which the Property Trustee or the Delaware Trustee, as
the case may be, may be merged or converted or with which either may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Property Trustee or the Delaware Trustee, as the case
may be, shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of the Property Trustee or the Delaware
Trustee, as the case may be, shall be the successor of the Property Trustee or
the Delaware Trustee, as the case may be, hereunder, provided such corporation
shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.

                                  ARTICLE VI
                                 DISTRIBUTIONS

SECTION 6.1    DISTRIBUTIONS.

     Holders shall receive distributions (a "Distribution") in accordance with
the applicable terms of the relevant Holder's Securities. Distributions shall be
made on the Capital Securities and the Common Securities in accordance with the
preferences set forth in their respective terms attached hereto as Annex I. If
and to the extent that the Debenture Issuer makes a payment of interest
(including compounded interest), premium and/or principal on the Debentures held
by the Property Trustee (the amount of any such payment being a "Payment
Amount"), the Property Trustee shall and is directed, to the extent it has
actually received such funds which are available

                                      -35-
<PAGE>

for that purpose, to make a distribution of the Payment Amount to Holders.
Distributions and any other payments with respect to the Securities 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.

                                  ARTICLE VII
                            ISSUANCE OF SECURITIES

SECTION 7.1    GENERAL PROVISIONS REGARDING SECURITIES.

     (a)  The Administrative Trustees shall, on behalf of the Trust, issue one
class of capital securities representing undivided beneficial interests in the
assets of the Trust having such terms as are set forth in Annex I (the "Capital
Securities") and one class of common securities representing undivided
beneficial interests in the assets of the Trust having such terms as are set
forth in Annex I (the "Common Securities"). The Trust shall issue no securities
or other interests in the assets of the Trust other than the Capital Securities
and the Common Securities.

     (b)  (i)   The Certificates shall be signed on behalf of the Trust by an
Administrative Trustee. Such signature shall be the manual or facsimile
signature of any present or any future Administrative Trustee. In case any
Administrative Trustee who shall have signed any of the Securities shall cease
to be such Administrative Trustee before the Certificates so signed shall be
delivered by the Trust, such Certificates nevertheless may be delivered as
though the Person who signed such Certificates had not ceased to be such
Administrative Trustee; and any Certificate may be signed on behalf of the Trust
by such Persons who, at the actual date of execution of such Certificate, shall
be the Administrative Trustees of the Trust, although at the date of the
execution and delivery of the Declaration any such Person was not such an
Administrative Trustee. Certificates shall be printed, lithographed or engraved
or may be produced in any other manner as is reasonably acceptable to the
Administrative Trustees, as evidenced by their execution thereof, and may have
such letters, numbers or other marks of identification or designation and such
legends or endorsements as the Administrative Trustees may deem appropriate, or
as may be required to comply with any law or with any rule or regulation of any
stock exchange on which Securities may be listed, or to conform to usage.

          (ii)  A Certificate representing Capital Securities shall not be valid
     until authenticated by the manual signature of an authorized officer of the
     Property Trustee.  Such signature shall be conclusive evidence that such
     Certificate has been authenticated under this Trust Agreement.

          (iii) The Capital Security Certificates and the Common Security
     Certificates shall be dated their date of authentication.

          (iv)  Upon a written order of the Trust signed by one Administrative
     Trustee, the Property Trustee shall concurrently with the initial issuance
     of the Securities, authenticate the Certificates representing the Capital
     Securities.

          (v)   The Property Trustee may appoint an authenticating agent
     acceptable to the Trust to authenticate Certificates. An authenticating
     agent may authenticate

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<PAGE>

     Certificates whenever the Property Trustee may do so. Each reference in
     this Declaration to authentication by the Property Trustee includes
     authentication by such agent. An authenticating agent has the same rights
     as the Property Trustee to deal with the Sponsor or an Affiliate of the
     Sponsor.

     (c)  The consideration received by the Trust for the issuance of the
Securities shall constitute a contribution to the capital of the Trust and shall
not constitute a loan to the Trust.

     (d)  Upon issuance of the Securities as provided in this Declaration,
subject to Section 10.1(b), the Securities so issued shall be deemed to be
validly issued, fully paid and non-assessable undivided beneficial interests in
the assets of the Trust.

     (e)  Every Person, by virtue of having become a Holder or a Capital
Security Beneficial Owner in accordance with the terms of this Declaration,
shall be deemed to have expressly assented and agreed to the terms of, and shall
be bound by, this Declaration.

SECTION 7.2    PAYING AGENT; REGISTRAR.

     (a)  In the event that the Capital Securities are not in book-entry only
form, the Trust shall maintain an office or agency in the Borough of Manhattan,
The City of New York where the Capital Securities may be presented for payment
("Paying Agent"), and any such Paying Agent shall comply with Section 317(b) of
the Trust Indenture Act. The Administrative Trustee on behalf of the Trust may
appoint the Paying Agent and may appoint one or more additional paying agents in
such other locations, as it shall determine. The term "Paying Agent" includes
any additional paying agent. The Administrative Trustee may change any Paying
Agent without prior notice to any Holder. The Administrative Trustee shall
notify the Property Trustee of the name and address of any Paying Agent not a
party to this Declaration. If the Administrative Trustee fails to appoint or
maintain another entity as Paying Agent, the Property Trustee shall act as such.
The Administrative Trustee or any of its Affiliates (including the Sponsor) may
act as Paying Agent. The Property Trustee at its Corporate Trust Office shall
initially act as Paying Agent for the Capital Securities and the Common
Securities.

     (b)  The Trust shall maintain in the Borough of Manhattan, The City of New
York, an office or agency where Capital Securities may be presented for
registration of transfer ("Registrar").  The Registrar shall keep a register of
the Capital Securities and of their transfer. The Administrative Trustee may
appoint the Registrar and may appoint one or more co-registrars in such other
locations as it shall determine. The term "Registrar" includes any additional
registrar. The Administrative Trustee may change any Registrar or co-registrar
without prior notice to any Holder. The Administrative Trustee shall notify the
Property Trustee of the name and address of any Agent not a party to this
Declaration. If the Administrative Trustee fails to appoint or maintain another
entity as Registrar, the Property Trustee shall act as such. The Administrative
Trustee or any of its Affiliates may act as Registrar. The Trust shall act as
Registrar for the Common Securities.

     (c)  Notwithstanding Sections 3.6(a)(ii)(F) and 3.6(a)(xi), the Trust
initially appoints the Property Trustee as Registrar for the Capital Securities
and authorizes it to execute and

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<PAGE>

deliver letters, documents and instruments with DTC and other Clearing Agencies
relating to the Capital Securities.

                                 ARTICLE VIII
                             TERMINATION OF TRUST

SECTION 8.1    DISSOLUTION OF TRUST.

     (a) The Trust shall dissolve upon the first of the following to occur:

         (i)    upon a Termination Event;

         (ii)   upon the filing of a certificate of dissolution or its
     equivalent with respect to the Sponsor; or the revocation of the Sponsor's
     charter and the expiration of 90 days after the date of revocation without
     a reinstatement thereof;

          (iii) upon the entry of a decree of judicial dissolution of the Holder
     of the Common Securities, the Sponsor or the Trust;

          (iv)  when all the Securities shall have been called for redemption
     and the amounts necessary for redemption thereof shall have been paid to
     the Holders in accordance with the terms of the Securities;

          (v)   upon the written consent to dissolve of all of the
     Administrative Trustees and the Sponsor; or

          (vi)  the expiration of the term of the Trust provided in Section 3.14
     of this Declaration.

     (b)  As soon as is practicable after the occurrence of an event referred to
in Section 8.1(a) and upon completion of the winding-up of the Trust in
accordance with Section 3808 of the Business Trust Act, the Administrative
Trustees shall file a certificate of cancellation of the certificate of trust of
the Trust with the Secretary of State of the State of Delaware.

     (c)  The provisions of Section 4.4 and Article X shall survive the
termination of the Trust.

                                  ARTICLE IX
                             TRANSFER OF INTERESTS

SECTION 9.1    TRANSFER OF SECURITIES.

     (a)  Securities may only be transferred, in whole or in part, in accordance
with the terms and conditions set forth in this Declaration and in the terms of
the Securities. To the fullest extent permitted by law, any transfer or
purported transfer of any Security not made in accordance with this Declaration
shall be null and void.

     (b)  Subject to this Article IX, Capital Securities shall be freely
transferable.

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<PAGE>

     (c)  Subject to this Article IX, the Sponsor and any Related Party may only
transfer Common Securities to the Sponsor or a Related Party of the Sponsor;
provided, that any such transfer is subject to the condition precedent that the
transferor obtain the written opinion of nationally recognized independent
counsel experienced in such matters that such transfer would not cause more than
an insubstantial risk that:

          (i)  the Trust would not be classified for United States federal
     income tax purposes as a grantor trust; and

          (ii) the Trust would be an Investment Company or the transferee would
     become an Investment Company.

SECTION 9.2    TRANSFER OF CERTIFICATES.

     The Registrar shall provide for the registration of Certificates and of
transfers of Certificates, which will be effected without charge but only upon
payment (with such reasonable indemnity as the Registrar may require) in respect
of any tax or other government charges that may be imposed in relation to it.
Upon surrender for registration of transfer of any Security at an office or
agency of the Trust designated for such purpose, the Trust shall execute, and in
the case of Capital Securities the Property Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of any authorized denominations and of a like aggregate principal
amount. At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denominations and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Trust shall
execute, and in the case of Capital Securities the Property Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive. Every Certificate surrendered for registration of transfer
shall be accompanied by a written instrument of transfer in form satisfactory to
the Property Trustee duly executed by the Holder or such Holder's attorney duly
authorized in writing. Each Certificate surrendered for registration of transfer
shall be canceled by the Registrar. A transferee of a Certificate shall be
entitled to the rights and subject to the obligations of a Holder hereunder upon
the receipt by such transferee of a Certificate. By acceptance of a Certificate,
each transferee shall be deemed to have agreed to be bound by this Declaration.

SECTION 9.3    DEEMED SECURITY HOLDERS.

     The Trustees may treat the Person in whose name any Certificate shall be
registered in the register maintained by the Registrar or on the books and
records of the Trust as the sole Holder of such Certificate and of the
Securities represented by such Certificate for purposes of receiving
Distributions (subject to the record date provisions hereof) and for all other
purposes whatsoever and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such Certificate or in the Securities
represented by such Certificate on the part of any Person, whether or not the
Trust shall have actual or other notice thereof.

                                      -39-
<PAGE>

SECTION 9.4    BOOK-ENTRY INTERESTS.

     The Capital Securities Certificates, on original issuance, will be issued
in the form of (i) one or more definitive, fully registered Capital Securities
Certificates (each a "Definitive Capital Securities Certificate") registered
initially in the books and records of the Trust in the name of JPMorgan Chase
Bank, as Purchase Contract Agent, and (ii) in the form of one or more, fully
registered, zero-balance global Capital Security Certificates (each a "Global
Certificate"), to be delivered to DTC, the initial Clearing Agency or its
custodian, by, or on behalf of, the Trust. Such Global Certificate(s) shall
initially be registered on the books and records of the Trust in the name of
Cede & Co., the nominee of DTC, and no Capital Security Beneficial Owner will
receive a definitive Capital Security Certificate representing such Capital
Security Beneficial Owner's interests in such Global Certificate(s), except as
provided in Section 9.7. Except for the Definitive Capital Security Certificates
as specified herein and the definitive, fully registered Capital Securities
Certificates, if any, that have been issued to the Capital Security Beneficial
Owners pursuant to Section 9.7:

     (a)  the provisions of this Section 9.4 shall be in full force and effect;

     (b)  the Trust and the Trustees shall be entitled to deal with the Clearing
Agency for all purposes of this Declaration (including the payment of
Distributions on the Global Certificate(s) and receiving approvals, votes or
consents hereunder) as the Holder of the Capital Securities and the sole holder
of the Global Certificate(s) and shall have no obligation to the Capital
Security Beneficial Owners;

     (c)  to the extent that the provisions of this Section 9.4 conflict with
any other provisions of this Declaration, the provisions of this Section 9.4
shall control; and

     (d)  the rights of the Capital Security Beneficial Owners shall be
exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such Capital Security Beneficial
Owners and the Clearing Agency and/or the Clearing Agency Participants to
receive and transmit payments of Distributions on the Global Certificates to
such Clearing Agency Participants. DTC will make book entry transfers among the
Clearing Agency Participants; provided, that, solely for the purposes of
determining whether the Holders of the requisite amount of Capital Securities
have voted on any matter provided for in this Declaration, so long as Definitive
Capital Security Certificates have not been issued, the Trustees may
conclusively rely on, and shall be protected in relying on, any written
instrument (including a proxy) delivered to the Trustees by the Clearing Agency
setting forth the Capital Security Beneficial Owners' votes or assigning the
right to vote on any matter to any other Persons either in whole or in part.
None of the Trustees or the Sponsor will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a Global Certificate or maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

     (e)  Notwithstanding any other provisions of this Declaration (other than
the provisions set forth in Section 9.1), Global Certificates may not be
transferred as a whole except by the Clearing Agency to a nominee of the
Clearing Agency or by a nominee of the Clearing

                                      -40-
<PAGE>

Agency to the Clearing Agency or another nominee of the Clearing Agency or by
the Clearing Agency or any such nominee to a successor Clearing Agency or a
nominee of such successor Clearing Agency.

SECTION 9.5    NOTICES TO CLEARING AGENCY.

     Whenever a notice or other communication to the Capital Security Holders is
required under this Declaration, unless and until definitive fully registered
Capital Security Certificates shall have been issued to the Capital Security
Beneficial Owners pursuant to Section 9.7 or otherwise, the Trustees shall give
all such notices and communications specified herein to be given to the Capital
Security Holders to the Clearing Agency, and the Trustees shall have no notice
obligations to the Capital Security Beneficial Owners.

SECTION 9.6    APPOINTMENT OF SUCCESSOR CLEARING AGENCY.

     If any Clearing Agency elects to discontinue its services as securities
depositary with respect to the Capital Securities, the Administrative Trustees
may, in their sole discretion, appoint a successor Clearing Agency with respect
to such Capital Securities.

SECTION 9.7    DEFINITIVE CAPITAL SECURITY CERTIFICATES.

     (a)  If:

          (i)   a Clearing Agency elects to discontinue its services as
     securities depositary with respect to the Capital Securities and a
     successor Clearing Agency is not appointed within 90 days after such
     discontinuance pursuant to Section 9.6; or

          (ii)  the Administrative Trustees elect after consultation with the
     Sponsor to terminate the book-entry system through the Clearing Agency with
     respect to the Capital Securities, then:

definitive fully registered Capital Security Certificates shall be prepared by
the Administrative Trustees on behalf of the Trust with respect to such Capital
Securities.

     (b)  Upon surrender of the Global Certificate(s) by the Clearing Agency in
connection with the preparation of Definitive Capital Securities Certificates,
accompanied by registration instructions, the Administrative Trustees on behalf
of the Trust shall cause definitive fully registered Capital Securities
Certificates to be delivered to Capital Security Beneficial Owners in accordance
with the instructions of the Clearing Agency. Neither the Trustees nor the Trust
shall be liable for any delay in delivery of such instructions and each of them
may conclusively rely on and shall be protected in relying on, said instructions
of the Clearing Agency. The definitive fully registered Capital Security
Certificates shall be printed, lithographed or engraved or may be produced in
any other manner as is reasonably acceptable to the Administrative Trustees, as
evidenced by their execution thereof, and may have such letters, numbers or
other marks of identification or designation and such legends or endorsements as
the Administrative Trustees may deem appropriate, or as may be required to
comply with any law or with any rule or

                                      -41-
<PAGE>

regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which Capital Securities may be listed, or to conform to usage.

SECTION 9.8    MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.

     If:

     (a)  any mutilated Certificate should be surrendered to the Administrative
Trustees or the Property Trustee or the Registrar, or if the Administrative
Trustees, the Property Trustee and the Registrar shall receive evidence to their
satisfaction of the destruction, loss or theft of any Certificate; and

     (b)  there shall be delivered to the Administrative Trustees, the Property
Trustee and any Registrar such security or indemnity as may be required by them
to keep each of them and the Trust harmless, then,

in the absence of notice that such Certificate shall have been acquired by a
protected purchaser, any Administrative Trustee on behalf of the Trust shall
execute and deliver, and, with respect to Capital Securities Certificates, the
Property Trustee shall authenticate in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
denomination. In connection with the issuance of any new Certificate under this
Section 9.8, the Administrative Trustees may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith. Any duplicate Certificate issued pursuant to this Section
shall constitute conclusive evidence of an ownership interest in the relevant
Securities, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time. The provisions of this Section
are exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement of mutilated, destroyed, lost or stolen
Certificates.

SECTION 9.9    CANCELLATION

     All Certificates surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Property
Trustee, be delivered to the Property Trustee and shall be promptly cancelled by
it. No Certificates shall be executed or authenticated in lieu of or in exchange
for any Certificates cancelled as provided in this Section, except as permitted
by this Trust Agreement. All cancelled Certificates held by the Property Trustee
shall be disposed of by it in accordance with its customary procedures.

                                      -42-
<PAGE>

                                   ARTICLE X
                      LIMITATION OF LIABILITY OF HOLDERS
                       OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1   LIABILITY.

     (a)  Except as expressly set forth in this Declaration, the Debentures, the
Securities Guarantees and the terms of the Securities, the Sponsor shall not be:

          (i)   personally liable for the return of any portion of the capital
     contributions (or any return thereon) of the Holders of the Securities,
     which shall be made solely from assets of the Trust; or

          (ii)  required to pay to the Trust or to any Holder of Securities any
     deficit upon dissolution of the Trust or otherwise.

     (b)  Pursuant to Section 3803(a) of the Business Trust Act, the Holders of
the Capital Securities shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware.

SECTION 10.2   EXCULPATION.

     (a)  No Indemnified Person shall be liable, responsible or accountable in
damages or otherwise to the Trust or any Covered Person for any loss, damage or
claim incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Declaration or by law, except that
an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's negligence, bad faith or willful
misconduct with respect to such acts or omissions.

     (b)  An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Trust and upon such information, opinions, reports
or statements presented to the Trust by any Person as to matters the Indemnified
Person reasonably believes are within such other Person's professional or expert
competence and who has, if selected by such Indemnified Person, been selected by
such Indemnified Person with reasonable care on behalf of the Trust, including
information, opinions, reports or statements as to the value and amount of the
assets, liabilities, profits, losses, or any other facts pertinent to the
existence and amount of assets from which Distributions to Holders of Securities
might properly be paid.

SECTION 10.3   FIDUCIARY DUTY.

     (a)  To the extent that, at law or in equity, an Indemnified Person has
duties (including fiduciary duties) and liabilities relating thereto to the
Trust or to any other Covered Person, an Indemnified Person acting under this
Declaration shall not be liable to the Trust, any other Indemnified Person or to
any other Covered Person for its good faith reliance on the provisions

                                      -43-
<PAGE>

of this Declaration. The provisions of this Declaration, to the extent that they
restrict the duties and liabilities of an Indemnified Person otherwise existing
at law or in equity (other than the duties imposed on the Property Trustee under
the Trust Indenture Act), are agreed by the parties hereto to replace such other
duties and liabilities of such Indemnified Person.

     (b)  Unless otherwise expressly provided herein:

          (i)   whenever a conflict of interest exists or arises between any
     Covered Person and an Indemnified Person; or

          (ii)  whenever this Declaration or any other agreement contemplated
     herein or therein provides that an Indemnified Person shall act in a manner
     that is, or provides terms that are, fair and reasonable to the Trust or
     any Holder of Securities, the Indemnified Person shall resolve such
     conflict of interest, take such action or provide such terms, considering
     in each case the relative interest of each party (including its own
     interest) to such conflict, agreement, transaction or situation and the
     benefits and burdens relating to such interests, any customary or accepted
     industry practices, and any applicable generally accepted accounting
     practices or principles. In the absence of bad faith by the Indemnified
     Person, the resolution, action or term so made, taken or provided by the
     Indemnified Person shall not constitute a breach of this Declaration or any
     other agreement contemplated herein or of any duty or obligation of the
     Indemnified Person at law or in equity or otherwise.

     (c)  Whenever in this Declaration an Indemnified Person is permitted or
required to make a decision:

          (i)   in its "sole discretion" or under a grant of similar authority,
     the Indemnified Person shall be entitled to consider such interests and
     factors as it desires, including its own interests, and shall have no duty
     or obligation to give any consideration to any interest of or factors
     affecting the Trust or any other Person; or

          (ii)  in its "good faith" or under another express standard, the
     Indemnified Person shall act under such express standard and shall not be
     subject to any other or different standard imposed by this Declaration or
     by applicable law.

SECTION 10.4   INDEMNIFICATION.

          (a)  (i)  The Sponsor shall indemnify, to the fullest extent permitted
     by law, any Sponsor 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 Sponsor Indemnified Person against
     expenses (including 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

                                      -44-
<PAGE>

     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 Sponsor
     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 Sponsor shall indemnify, to the fullest extent permitted by
     law, any Sponsor 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 Sponsor Indemnified Person against
     expenses (including 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 Sponsor 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.

          (iii)  Any indemnification under paragraphs (i) and (ii) of this
     Section 10.4(a) (unless ordered by a court) shall be made by the Sponsor
     only as authorized in the specific case upon a determination that
     indemnification of the Sponsor 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
     Sponsor Indemnified Person in defending a civil, criminal, administrative
     or investigative action, suit or proceeding referred to in paragraphs (i)
     and (ii) of this Section 10.4(a) shall be paid by the Sponsor in advance of
     the final disposition of such action, suit or proceeding upon receipt of an
     undertaking in form and substance satisfactory to the Sponsor (including
     with respect to such Sponsor Indemnified Person's solvency) by or on behalf
     of such Sponsor Indemnified Person to repay such amount if it shall
     ultimately be determined that such person is not entitled to be indemnified
     by the Sponsor as authorized in this Section 10.4(a). Notwithstanding the
     foregoing, no advance shall be made by the Sponsor 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

                                      -45-
<PAGE>

     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 Sponsor 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 10.4(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 Sponsor
     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 10.4(a) shall
     be deemed to be provided by a contract between the Sponsor and each Sponsor
     Indemnified Person who serves in such capacity at any time while this
     Section 10.4(a) is in effect. Any repeal or modification of this Section
     10.4(a) shall not affect any rights or obligations then existing.

          (vi)    The Sponsor or the Trust may purchase and maintain insurance
     on behalf of any person who is or was a Sponsor 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 Sponsor
     would have the power to indemnify him against such liability under the
     provisions of this Section 10.4(a).

          (vii)   For purposes of this Section 10.4(a), references to "the
     Trust" shall include, in addition to the resulting or surviving entity, any
     constituent entity (including any constituent 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 10.4(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 10.4(a) shall, unless otherwise
     provided when authorized or ratified, continue as to a person who has
     ceased to be a Sponsor 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 Sponsor agrees to
indemnify the (i) Property Trustee, (ii) the Delaware Trustee, (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

                                      -46-
<PAGE>

(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 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 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. The provisions
of this Section 10.4(b) shall survive the termination of this Declaration, the
dissolution of the Trust or the resignation or removal of the Property Trustee
or the Delaware Trustee, as the case may be.

SECTION 10.5   OUTSIDE BUSINESSES.

     (a)  Any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee (subject to Section 5.3(c)) may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, similar or dissimilar to the business of the Trust, and the Trust and
the Holders of Securities shall have no rights by virtue of this Declaration in
and to such independent ventures or the income or profits derived therefrom, and
the pursuit of any such venture, even if competitive with the business of the
Trust, shall not be deemed wrongful or improper. Any Covered Person, the
Sponsor, the Delaware Trustee or the Property Trustee shall not be obligated to
present any particular investment or other opportunity to the Trust even if such
opportunity is of a character that, if presented to the Trust, could be taken by
the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the
Property Trustee shall have the right to take for its own account (individually
or as a partner or fiduciary) or to recommend to others any such particular
investment or other opportunity. Any Covered Person, the Delaware Trustee and
the Property Trustee may engage or be interested in any financial or other
transaction with the Sponsor or any Affiliate of the Sponsor, or may act as
depositary for, trustee or agent for, or act on any committee or body of holders
of, securities or other obligations of the Sponsor or its Affiliates.

     (b)  The Sponsor agrees:

          (i)   to pay to the Property Trustee and Delaware Trustee from time to
     time such compensation as the Sponsor and the Property Trustee and Delaware
     Trustee shall from time to time agree in writing for all services rendered
     by them hereunder (which compensation shall not be limited by any provision
     of law in regard to the compensation of a trustee of an express trust);

          (ii)  to reimburse the Property Trustee and the Delaware Trustee upon
     request for all reasonable expenses, disbursements and advances incurred or
     made by the Property Trustee or Delaware Trustee in accordance with any
     provision of this Declaration (including the compensation and the expenses
     and disbursements of agents and counsel), except any such expense,
     disbursement or advance as may be attributable to its negligence or bad
     faith.

                                      -47-
<PAGE>

     The provisions of this Section shall survive the termination of this
Declaration, the dissolution of the Trust and the resignation or removal of the
Property Trustee or Delaware Trustee.

                                  ARTICLE XI
                                  ACCOUNTING

SECTION 11.1   FISCAL YEAR.

     The fiscal year ("Fiscal Year") of the Trust shall be the calendar year, or
such other year as is required by the Code.

SECTION 11.2   CERTAIN ACCOUNTING MATTERS.

     (a)  At all times during the existence of the Trust, the Administrative
Trustees shall keep, or cause to be kept, full books of account, records and
supporting documents, which shall reflect in reasonable detail, each transaction
of the Trust. The books of account shall be maintained on the accrual method of
accounting, in accordance with generally accepted accounting principles,
consistently applied. The Trust shall use the accrual method of accounting for
United States federal income tax purposes. The books of account and the records
of the Trust shall be examined by and reported upon as of the end of each Fiscal
Year of the Trust by a firm of independent certified public accountants selected
by the Administrative Trustees.

     (b)  The Property Trustee shall cause to be duly prepared and delivered to
each of the Holders of Securities, any annual United States federal income tax
information statement required by the Code, containing such information with
regard to the Securities held by each Holder as is required by the Code and the
Treasury Regulations. Notwithstanding any right under the Code to deliver any
such statement at a later date, the Property Trustee on behalf of the Trust
shall endeavor to deliver all such statements within 30 days after the end of
each Fiscal Year of the Trust.

     (c)  The Property Trustees on behalf of the Trust shall cause to be duly
prepared and filed with the appropriate taxing authority an annual United States
federal income tax return, on a Form 1041 or such other form required by United
States federal income tax law, and any other annual income tax returns required
to be filed by the Trust with any state or local taxing authority.

SECTION 11.3   BANKING.

     The Trust shall maintain one or more bank accounts in the name and for the
sole benefit of the Trust; provided, however, that all payments of funds in
respect of the Debentures held by the Property Trustee shall be made directly to
the Property Trustee Account and no other funds of the Trust shall be deposited
in the Property Trustee Account. The sole signatories for such accounts shall be
designated by the Administrative Trustees; provided, however, that the Property
Trustee shall designate the signatories for the Property Trustee Account.

                                      -48-
<PAGE>

SECTION 11.4   WITHHOLDING.

     The Property Trustee, on behalf of the Trust, shall comply with all
withholding requirements under United States federal, state and local law. The
Trust shall request, and the Holders shall provide to the Trust, such forms or
certificates as are necessary to establish an exemption from withholding with
respect to each Holder, and any representations and forms as shall reasonably be
requested by the Trust to assist it in determining the extent of, and in
fulfilling, its withholding obligations. The Property Trustee, on behalf of the
Trust, shall file required forms with applicable jurisdictions and, unless an
exemption from withholding is properly established by a Holder, shall remit
amounts withheld with respect to the Holder to applicable jurisdictions. To the
extent that the Trust is required to withhold and pay over any amounts to any
authority with respect to distributions or allocations to any Holder, the amount
withheld shall be deemed to be a distribution in the amount of the withholding
to the Holder. In the event of any claimed over-withholding, Holders shall be
limited to an action against the applicable jurisdiction. If the amount required
to be withheld was not withheld from actual Distributions made, the Trust may
reduce subsequent Distributions by the amount of such withholding.

                                  ARTICLE XII
                            AMENDMENTS AND MEETINGS

SECTION 12.1   AMENDMENTS.

     (a)  Except as otherwise provided in this Declaration or by any applicable
terms of the Securities, this Declaration may only be amended by a written
instrument approved and executed by the Sponsor and the Administrative Trustees
(or, if there are more than two Administrative Trustees, a majority of the
Administrative Trustees); provided that
                          --------

          (i)  if the amendment affects the rights, powers, duties, obligations
     or immunities of the Property Trustee, also by a written instrument
     approved and executed by the Property Trustee; and

          (ii) if the amendment affects the rights, powers, duties, obligations
     or immunities of the Delaware Trustee, also by a written instrument
     approved and executed by the Delaware Trustee.

     (b)  No amendment shall be made:

          (i)  unless, in the case of any proposed amendment, the Property
     Trustee shall have first received;

               (A) an Officer's Certificate from each of the Trust and the
          Sponsor that such amendment is permitted by, and conforms to, the
          terms of this Declaration (including the terms of the Securities) and
          that all conditions precedent to the execution and delivery of such
          amendment have been satisfied; and

               (B) an opinion of counsel (who may be counsel to the Sponsor or
          the

                                      -49-
<PAGE>

          Trust) that such amendment is permitted by, and conforms to, the terms
          of this Declaration (including the terms of the Securities) and that
          all conditions precedent to the execution and delivery of such
          amendment have been satisfied; and

          (ii)   to the extent the result of such amendment would be to:

                 (A) cause the Trust to fail to continue to be classified for
          purposes of United States federal income taxation as a grantor trust;

                 (B) reduce or otherwise adversely affect the powers of the
          Property Trustee in contravention of the Trust Indenture Act; or

                 (C) cause the Trust to be deemed to be an Investment Company
          required to be registered under the Investment Company Act.

     (c)  At such time after the Trust has issued any Securities that remain
outstanding, any amendment that would materially and adversely affect the
rights, privileges or preferences of any Holder of Securities may be effected
only with such additional requirements as may be set forth in the terms of such
Securities.

     (d)  Section 9.1(c) and this Section 12.1 shall not be amended without the
consent of all of the Holders of the Securities.

     (e)  Article IV shall not be amended without the consent of the Holders of
a Majority in liquidation amount of the Common Securities.

     (f)  The rights of the holders of the Common Securities under Article V to
increase or decrease the number of, and appoint and remove Trustees shall not be
amended without the consent of the Holders of a Majority in liquidation amount
of the Common Securities; and

     (g)  Notwithstanding Section 12.1(c), this Declaration may be amended
without the consent of the Holders of the Securities to:

          (i)    cure any ambiguity;

          (ii)   correct or supplement any provision in this Declaration that
     may be defective or inconsistent with any other provision of this
     Declaration;

          (iii)  add to the covenants, restrictions or obligations of the
     Sponsor;

          (iv)   to conform to any change in the Investment Company Act or the
     rules and regulations promulgated thereunder or any written change in
     interpretation or application of such act or such rules or regulations by
     any legislative body, court, government agency or regulatory authority
     which amendment does not have a material adverse effect on the right,
     preferences or privileges of the Holders;

                                      -50-
<PAGE>

          (v)  to modify, eliminate and add to any provision of the Declaration
     to such extent as may be necessary; and

          (vi) cause the Trust to continue to be classified for United States
     federal income tax purposes as a grantor trust.

SECTION 12.2   MEETINGS OF THE HOLDERS OF SECURITIES; ACTION BY WRITTEN CONSENT.

     (a)  Meetings of the Holders of any class of Securities may be called at
any time by the Administrative Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Declaration, the terms of
the Securities or the rules of any stock exchange on which the Capital
Securities are listed or admitted for trading. The Administrative Trustees shall
call a meeting of the Holders of such class if directed to do so by the Holders
of at least 10% in liquidation amount of such class of Securities. Such
direction shall be given by delivering to the Administrative Trustees one or
more requests to call a meeting in writing stating that the signing Holders of
Securities wish to call a meeting and indicating the general or specific purpose
for which the meeting is to be called. Any Holders of Securities calling a
meeting shall specify in writing the Certificates held by the Holders of
Securities exercising the right to call a meeting and only those Securities
specified shall be counted for purposes of determining whether the required
percentage set forth in the second sentence of this paragraph has been met.

     (b)  Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders of
Securities:

          (i)  notice of any such meeting shall be given to all the Holders of
     Securities having a right to vote thereat at least 7 days and not more than
     60 days before the date of such meeting. Whenever a vote, consent or
     approval of the Holders of Securities is permitted or required under this
     Declaration, the terms of the Securities or the rules of any stock exchange
     on which the Capital Securities are listed or admitted for trading, such
     vote, consent or approval may be given at a meeting of the Holders of
     Securities. Any action that may be taken at a meeting of the Holders of
     Securities may be taken without a meeting and without prior notice if a
     consent in writing setting forth the action so taken is signed by the
     Holders of Securities owning not less than the minimum amount of Securities
     in liquidation amount that would be necessary to authorize or take such
     action at a meeting at which all Holders of Securities having a right to
     vote thereon were present and voting. Prompt notice of the taking of action
     without a meeting shall be given to the Holders of Securities entitled to
     vote who have not consented in writing. The Administrative Trustees may
     specify that any written ballot submitted to the Security Holder for the
     purpose of taking any action without a meeting shall be returned to the
     Trust within the time specified by the Administrative Trustees;

          (ii) each Holder of a Security may authorize any Person to act for it
     by proxy on all matters in which a Holder of Securities is entitled to
     participate, including waiving notice of any meeting, or voting or
     participating at a meeting. No proxy shall be valid

                                      -51-
<PAGE>

     after the expiration of 11 months from the date thereof unless otherwise
     provided in the proxy. Every proxy shall be revocable at the pleasure of
     the Holder of Securities executing it. Except as otherwise provided herein,
     all matters relating to the giving, voting or validity of proxies shall be
     governed by the General Corporation Law of the State of Delaware relating
     to proxies, and judicial interpretations thereunder, as if the Trust were a
     Delaware corporation and the Holders of the Securities were stockholders of
     a Delaware corporation;

          (iii)  each meeting of the Holders of the Securities shall be
     conducted by the Administrative Trustees or by such other Person that the
     Administrative Trustees may designate; and

          (iv)   unless the Business Trust Act, this Declaration, the terms of
     the Securities, the Trust Indenture Act or the listing rules of any stock
     exchange on which the Capital Securities are then listed or traded
     otherwise provides, the Administrative Trustees, in their sole discretion,
     shall establish all other provisions relating to meetings of Holders of
     Securities, including notice of the time, place or purpose of any meeting
     at which any matter is to be voted on by any Holders of Securities, waiver
     of any such notice, action by consent without a meeting, the establishment
     of a record date, quorum requirements, voting in person or by proxy or any
     other matter with respect to the exercise of any such right to vote.

                                 ARTICLE XIII
                          REPRESENTATIONS OF PROPERTY
                         TRUSTEE AND DELAWARE TRUSTEE

SECTION 13.1     REPRESENTATIONS AND WARRANTIES OF PROPERTY TRUSTEE.

     The Trustee that acts as initial Property Trustee represents and warrants
to the Trust and to the Sponsor at the date of this Declaration, and each
Successor Property Trustee represents and warrants to the Trust and the Sponsor
at the time of the Successor Property Trustee's acceptance of its appointment as
Property Trustee, that:

     (a)  the Property Trustee is a banking corporation, a national banking
association or a bank with trust powers, duly organized, validly existing and in
good standing under the laws of the United States of America or any State of the
United States, with trust power and authority to execute and deliver, and to
carry out and perform its obligations under the terms of, the Declaration;

     (b)  the Property Trustee satisfies the requirements set forth in Section
5.3(a);

     (c)  the execution, delivery and performance by the Property Trustee of the
Declaration has been duly authorized by all necessary corporate action on the
part of the Property Trustee. The Declaration has been duly executed and
delivered by the Property Trustee, and it constitutes a legal, valid and binding
obligation of the Property Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization,

                                      -52-
<PAGE>

moratorium, insolvency, and other similar laws affecting creditors' rights
generally and to general principles of equity and the discretion of the court
(regardless of whether the enforcement of such remedies is considered in a
proceeding in equity or at law);

     (d) the execution, delivery and performance of the Declaration by the
Property Trustee does not conflict with or constitute a breach of the Articles
of Organization or By-laws of the Property Trustee; and

     (e) no consent, approval or authorization of, or registration with or
notice to, any State or Federal banking authority having jurisdiction over the
trust powers of the Property Trustee is required for the execution, delivery or
performance by the Property Trustee, of the Declaration.

SECTION 13.2   REPRESENTATIONS AND WARRANTIES OF DELAWARE TRUSTEE.

     The Trustee that acts as initial Delaware Trustee represents and warrants
to the Trust and to the Sponsor at the date of this Declaration, and each
Successor Delaware Trustee represents and warrants to the Trust and the Sponsor
at the time of the Successor Delaware Trustee's acceptance of its appointment as
Delaware Trustee, that:

     (a) the Delaware Trustee is a banking corporation or national banking
association, duly organized, validly existing and in good standing under the
laws of the State of Delaware or the United States, as the case may be, with
power and authority to execute and deliver, and to carry out and perform its
obligations under the terms of, the Declaration;

     (b) the execution, delivery and performance by the Delaware Trustee of the
Declaration has been duly authorized by all necessary corporate action on the
part of the Delaware Trustee. The Declaration has been duly executed and
delivered by the Delaware Trustee, and it constitutes a legal, valid and binding
obligation of the Delaware Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency, and other similar laws affecting creditors' rights generally and to
general principles of equity and the discretion of the court (regardless of
whether the enforcement of such remedies is considered in a proceeding in equity
or at law);

     (c) no consent, approval or authorization of, or registration with or
notice to, any State of Delaware or Federal banking authority is required for
the execution, delivery or performance by the Delaware Trustee of the
Declaration;

     (d) the execution, delivery and performance of the Declaration by the
Delaware Trustee does not conflict with or constitute a breach of the Articles
of Organization or By-laws of the Delaware Trustee; and

     (e) the Delaware Trustee is 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.

                                      -53-
<PAGE>

                                  ARTICLE XIV
                                 MISCELLANEOUS

SECTION 14.1   NOTICES.

     All notices provided for in this Declaration shall be in writing, duly
signed by the party giving such notice, and shall be delivered by first class
mail, telecopied or sent by overnight courier as follows:

     (a) if given to the Trust, in care of the Administrative Trustees at the
Trust's mailing address set forth below (or such other address as the Trust may
give notice of to the Property Trustee, the Delaware Trustee and the Holders of
the Securities):

         c/o Prudential Financial, Inc.
         751 Broad Street
         Newark, New Jersey  07102
         Attn:  Treasurer

     with a copy to:

         c/o Chase Manhattan Bank USA, National Association
         500 Stanton Christiana Road, Building 4, 3rd Floor
         Newark, Delaware 19713
         Attn:  Institutional Trust Services

     (b) if given to the Delaware Trustee, at the mailing address set forth
below (or such other address as Delaware Trustee may give notice of to the
Administrative Trustees, the Property Trustee and Holders of the Securities):

         Chase Manhattan Bank USA, National Association
         500 Stanton Christiana Road, Building 4, 3rd Floor
         Newark, Delaware  19713
         Attn:  Institutional Trust Services

     with a copy to:

         JPMorgan Chase Bank
         450 West 33rd Street, 15th Floor
         New York, New York  10001
         Attn:  Institutional Trust Services

     (c) if given to the Property Trustee, at its Corporate Trust Office to the
attention of Institutional Trust Services (or such other address as the Property
Trustee may give notice of to the Administrative Trustees, the Delaware Trustee
and the Holders of the Securities):

                                      -54-
<PAGE>

         JPMorgan Chase Bank
         450 West 33rd Street, 15th Floor
         New York, New York  10001
         Attn:  Institutional Trust Services

     (d) if given to (i) the Sponsor or (ii) the Holder of the Common
Securities, at the mailing address of the Sponsor set forth below (or such other
address as the Holder of the Common Securities may give notice of to the
Property Trustee, the Delaware Trustee and the Trust):

         Prudential Financial, Inc.
         751 Broad Street
         Newark, New Jersey  07102
         Attn:  Treasurer

     (e) if given to any other Holder, at the address set forth on the books and
records of the Trust.

     All such notices shall be deemed to have been given when received in
person, or mailed by first class mail, postage prepaid except that if a notice
or other document is refused delivery or cannot be delivered because of a
changed address of which no notice was given, such notice or other document
shall be deemed to have been delivered on the date of such refusal or inability
to deliver.

SECTION 14.2   GOVERNING LAW.

     This Declaration and the rights and obligations of the parties hereunder
and all rights and remedies shall be governed by and interpreted in accordance
with the laws of the State of Delaware without regard to principles of conflict
of laws, provided that the immunities and standard of care of the Property
Trustee in connection with the administration of its trusts hereunder shall be
governed by and interpreted in accordance with the laws of the jurisdiction of
its incorporation.

SECTION 14.3   INTENTION OF THE PARTIES.

     It is the intention of the parties hereto that the Trust be classified for
United States federal income tax purposes as a grantor trust. The provisions of
this Declaration shall be interpreted to further this intention of the parties.

SECTION 14.4   HEADINGS.

     Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or any
provision hereof.

                                      -55-
<PAGE>

SECTION 14.5   SUCCESSORS AND ASSIGNS.

     Whenever in this Declaration any of the parties hereto is named or referred
to, the successors and assigns of such party shall be deemed to be included, and
all covenants and agreements in this Declaration by the Sponsor and the Trustees
shall bind and inure to the benefit of their respective successors and assigns,
whether or not so expressed.

SECTION 14.6   PARTIAL ENFORCEABILITY.

     If any provision of this Declaration, or the application of such provision
to any Person or circumstance, shall be held invalid, the remainder of this
Declaration, or the application of such provision to persons or circumstances
other than those to which it is held invalid, shall not be affected thereby.

SECTION 14.7   COUNTERPARTS.

     This Declaration may contain more than one counterpart of the signature
page and this Declaration may be executed by the affixing of the signature of
each of the Trustees to one of such counterpart signature pages. All of such
counterpart signature pages shall be read as though one, and they shall have the
same force and effect as though all of the signers had signed a single signature
page.

SECTION 14.8   CUSIP NUMBERS.

     The Trust in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustees shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Administrative Trustees will
promptly notify the Property Trustee of any change in the "CUSIP" numbers.

                                      -56-
<PAGE>

     IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.

                              _____________________________________
                              Timothy C. Fetten, as Administrative Trustee of
                              the Trust


                              _____________________________________
                              Richard Vaccaro, as Administrative Trustee of the
                              Trust


                              _____________________________________
                              Scott D. Kaplan, as Administrative Trustee of the
                              Trust


                              CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
                              as Delaware Trustee


                              By:  ________________________________
                                  Name:
                                  Title:


                              JPMORGAN CHASE BANK,
                              as Property Trustee


                              By:  ________________________________
                                  Name:
                                  Title:


                              PRUDENTIAL FINANCIAL, INC.
                              as Sponsor


                              By:  ________________________________
                                   Name:
                                   Title:

                                      -57-
<PAGE>

                                    ANNEX I

                            TERMS AND CONDITIONS OF
                            ___% CAPITAL SECURITIES
                            ___% COMMON SECURITIES

     Pursuant to Section 7.1 of the Amended and Restated Declaration of Trust,
dated as of ___, 2001 (as amended from time to time, the "Declaration"), the
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Capital Securities and the Common Securities are set out below
(each capitalized term used but not defined herein has the meaning set forth in
the Declaration or, if not defined in the Declaration, as defined in the
Prospectus referred to below):

     (1)  Designation and Number.
          ----------------------

     (a)  Capital Securities. ________Capital Securities of the Trust, with an
          ------------------
aggregate liquidation amount with respect to the assets of the Trust of _____
Dollars ($____________________) (subject to increase to not more than __________
Capital Securities, with ________________ Dollars ($___________) in aggregate
liquidation amount in the event of the exercise of the over-allotment option
provided under the Underwriting Agreement) and a liquidation amount with respect
to the assets of the Trust of $50 per Capital Security, are hereby designated
for the purposes of identification only as "_______% Capital Securities" (the
"Capital Securities"). The Capital Security Certificates evidencing the Capital
Securities shall be substantially in the form of Exhibit A-1 to the Declaration,
with such changes and additions thereto or deletions therefrom as may be
required by applicable law or the rules of any stock exchange on which the
Capital Securities are listed or to conform to ordinary usage, custom or
practice.

     (b)  Common Securities. ____________Common Securities of the Trust, with an
          -----------------
aggregate liquidation amount with respect to the assets of the Trust of ___
Dollars ($__________) (subject to increase to not more than __________ Common
Securities, with ________________ Dollars ($___________) in aggregate
liquidation amount in the event of the exercise of the over-allotment option
provided under the Underwriting Agreement) and a liquidation amount with respect
to the assets of the Trust of $50 per Common Security, are hereby designated for
the purposes of identification only as "________% Common Securities" (the
"Common Securities"). The Common Security Certificates evidencing the Common
Securities shall be substantially in the form of Exhibit A-2 to the Declaration,
with such changes and additions thereto or deletions therefrom as may be
required by applicable law or to conform to ordinary usage, custom or practice.

     (2)  Distributions.
          -------------

     (a)  Distributions payable on each Security will be fixed (i) initially at
a rate per annum of __% (the "Coupon Rate") of the stated liquidation amount of
$50 per Security through and including ___, 2004 [Insert Remarketing Date], 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 Initial Remarketing Date


                                      I-1
<PAGE>

and effective for all Distributions on and after __________, 2004 [insert stock
purchase date], such rates also being the rates of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears will
bear (to the extent permitted by applicable law) interest thereon compounded
quarterly (i) at the Coupon Rate through and including ___, 2004 [Insert
Remarketing Date], 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 Initial
Remarketing Date and effective for all Distributions on and after __________,
2004 [insert stock purchase date].  The term "Distributions" as used herein
includes such cash distributions, any such interest payable and any additional
Distributions accrued during a Deferral Period (as defined below) unless
otherwise stated. A Distribution is payable only to the extent that payments are
made in respect of the Debentures held by the Property Trustee and to the extent
the Property Trustee has received funds therefor. The amount of Distributions
payable for any period will be computed for any full quarterly Distribution
period on the basis of a 360-day year consisting of twelve 30-day months, and
for any period shorter than a full quarterly Distribution period for which
Distributions are computed, Distributions will be computed on the basis of the
actual number of days elapsed in such 90-day quarter based on 30-day months.
The Debenture Issuer has the right under the Indenture to defer payments of
interest by extending the interest payment period from time to time on the
Debentures for a period not exceeding five years (each a "Deferral Period") and,
as a consequence of such deferral, Distributions will also be deferred. Despite
such deferral, quarterly Distributions will continue to accrue with additional
Distributions thereon (to the extent permitted by applicable law) (i) at the
Coupon Rate through and including ___, 2004 [Insert Remarketing Date], 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 Initial Remarketing Date
and effective for all Distributions on and after __________, 2004 [insert stock
purchase date], in each case compounded quarterly during any such Deferral
Period. Prior to the termination of any such Deferral Period, the Sponsor may
further extend such Deferral Period; provided that such Deferral Period together
with all such previous and further deferrals thereof may not exceed five years
or extend beyond the maturity of the Debentures under the Indenture. Payments of
deferred and additional Distributions will be payable on an Interest Payment
Date (as defined in the Indenture) elected by the Sponsor to Holders as they
appear on the books and records of the Trust on the record date fixed for such
Interest Payment Date. Upon the termination of any Deferral Period and the
payment of all amounts then due, the Sponsor may commence a new Deferral Period,
subject to the above requirements.

     (b) Distributions on the Securities will be cumulative, will accrue from
___, 2001, and will be payable (subject to Section (2)(a)) quarterly in arrears,
on ___, ___, ___, and ___ of each year, commencing on ___, 2002, except as
otherwise described below.  Distributions and any other payments with respect to
the Securities 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.

     (c) Distributions on the Securities will be payable to the Holders thereof
as they appear on the books and records of the Trust at the close of business on
the Business Day

                                      I-2
<PAGE>

immediately preceding each of the relevant payment dates on the Securities,
provided, that any such payment in respect of the Securities may be made, at the
option of the Trust, by check mailed to the Holder at such address as shall
appear on the books and records of the Trust or by wire transfer in immediately
available funds to the bank account of the Holder specified in writing to the
Property Trustee by the Holder at least five Business Days prior to the
applicable payment date and entered into the books and records of the Trust.
Subject to any applicable laws and regulations and the provisions of the
Declaration, each such payment in respect of the Capital Securities will be made
as described under the heading "Description of the Units--Description of the
Capital Securities--Book-Entry Only Issuance" in the Prospectus dated ___, 2001
(the "Prospectus") of the Sponsor and the Trust relating to the Registration
Statement on Form S-1 (file nos. 333-70888 and 333-70888-01) of the Sponsor and
the Trust. The relevant record dates for the Common Securities shall be the same
record date as for the Capital Securities. If the Capital Securities shall not
continue to remain in book-entry only form or are not in book-entry only form at
issuance, the relevant record dates for the Capital Securities shall conform to
the rules of any securities exchange on which the Capital Securities are listed
and, if none, as shall be selected by the Administrative Trustees, which dates
shall be at least more than one, but less than 60 Business Days before the
relevant payment dates, which payment dates correspond to the interest payment
dates on the Debentures. Distributions payable on any Securities that are not
punctually paid on any Distribution payment date, as a result of the Debenture
Issuer having failed to make a payment under the Debentures, will cease to be
payable to the Person in whose name such Securities are registered on the
relevant record date, and such defaulted Distribution will instead be payable to
the Person in whose name such Securities are registered on the special record
date or other specified date determined in accordance with the Indenture. If any
date on which Distributions are payable on the Securities is not a Business Day,
then payment of the Distribution payable on such date will be made 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. So long as the Holder of any Capital
Securities is the Collateral Agent or the Purchase Contract Agent the payment of
Distributions on such Capital Securities held by the Collateral Agent or the
Purchase Contract Agent will be made at such place and to such account as may be
designated by the Collateral Agent or the Purchase Contract Agent, as the case
may be.

     (d) During the Initial Remarketing Period or any Subsequent Remarketing
Period, as the case may be, the Reset Agent will attempt to establish the Reset
Rate on any day within such period (which Reset Rate, if the remarketing is
successful, will be in effect from and after the Initial Remarketing Date or any
Subsequent Remarketing Date, as the case may be). By approximately 4:30 p.m.,
New York City time, on the day of a successful remarketing within the Initial
Remarketing Period or the given Subsequent Remarketing Period, as the case may
be, the Reset Agent shall promptly notify, by telephone, the Sponsor, the Trust,
the Depositary, the Property Trustee, the Collateral Agent, the Custodial Agent,
the Purchase Contract Agent and the Debenture Trustee of the Reset Rate
determined in the Remarketing.  The Sponsor will cause a notice of the Reset
Rate to be published on the second Business Day preceding the Remarketing Date
or any Subsequent Remarketing Date, as the case may be, in a daily newspaper in
the

                                      I-3
<PAGE>

English language of general circulation in The City of New York, which is
expected to be The Wall Street Journal. If there is a Failed Remarketing, the
Remarketing Agent shall, on the date of such Failed Remarketing, so promptly
notify by telephone the Sponsor, the Trust, the Depositary, the Property
Trustee, the Collateral Agent, the Custodial Agent, the Purchase Contract Agent
and the Debenture Trustee.

     (e) Each Holder of a Capital Security, by its acceptance thereof, and each
party to the Declaration hereby irrevocably agrees, and the Remarketing Agent
will irrevocably so agree in the Remarketing Agreement, that any remarketing of
the Capital Securities may settle later than in a three-Business-Day cycle, but
in no event later than on the third Business Day after the end of an Initial
Remarketing Period or a Subsequent Remarketing Period, as the case may be.

     (f) If by 4:00 p.m., New York City time, on the Business Day immediately
preceding _________, 2004 [Insert stock purchase date], the Remarketing Agent,
in spite of using its commercially reasonable best efforts, fails to remarket
all of the Capital Securities tendered or deemed tendered for purchase at a
price equal to 100.5% of the Remarketing Value, the Last Failed Remarketing will
be deemed to have occurred.  In this case, the Remarketing Agent shall so
promptly notify by telephone the Sponsor, the Trust, the Depositary, the
Property Trustee, the Collateral Agent, the Custodial Agent, the Purchase
Contract Agent and the Debenture Trustee.  In the event of a Last Failed
Remarketing, the Distribution rate on the Capital Securities for all
Distributions on and after _________, 2004 [Insert stock purchase date] will be
equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable
Spread as notified to the Property Trustee by the Sponsor.  The Sponsor will
cause a notice of the Last Failed Remarketing to be published on the second
Business Day following _________, 2004 [Insert stock purchase date] in a daily
newspaper in the English language of general circulation in The City of New
York, which is expected to be The Wall Street Journal.

     (g) In the event that there is any money or other property held by or for
the Trust that is not accounted for hereunder, such property shall be
distributed Pro Rata (as defined herein) among the Holders of the Securities.

     (3) Liquidation Distribution Upon Dissolution.
         -----------------------------------------

     In the event of any voluntary or involuntary dissolution of the Trust, the
Holders of the Securities on the date of the dissolution will be entitled to
receive out of the assets of the Trust, after satisfaction (whether by payment
or reasonable provision for payment) of liabilities to creditors of the Trust,
Debentures in an aggregate principal amount equal to the aggregate stated
liquidation amount of such Securities, with an interest rate equal to (i) the
Coupon Rate through and including ___, 2004 [Insert Remarketing Date], and the
Reset Rate thereafter, and, (ii) if there has been a Last Failed Remarketing, a
rate equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable
Spread, effective for all interest payments on and after __________, 2004
[insert stock purchase date], and bearing accrued and unpaid interest in an
amount equal to the accrued and unpaid Distributions on such Securities and
which shall be distributed on a Pro Rata basis to the Holders of the Securities
in exchange for such Securities (such amount being the "Liquidation
Distribution").

                                      I-4


<PAGE>

     If, upon any such dissolution, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets available to pay in full
the aggregate Liquidation Distribution, then the amounts payable directly by the
Trust on the Securities shall be paid on a Pro Rata basis.

     (4)    Voting Rights - Capital Securities.
            ----------------------------------

     (a)  Except as provided under Sections (4)(b) and (6) and as otherwise
required by law and the Declaration, the Holders of the Capital Securities will
have no voting rights.

     (b)  Subject to the requirements set forth in this paragraph, the Holders
of a Majority in liquidation amount of the Capital Securities, voting separately
as a class may direct the time, method, and place of conducting any proceeding
for any remedy available to the Property Trustee, or the exercise of any trust
or power conferred upon the Property Trustee under the Declaration, including
(i) directing the time, method and place of conducting any proceeding for any
remedy available to the Debenture Trustee, or exercising any trust or power
conferred on the Debenture Trustee with respect to the Debentures, (ii) waiving
any past default and its consequences that is waivable under the Indenture,
(iii) exercising any right to rescind or annul a declaration that the principal
of all the Debentures shall be due and payable, or (iv) consenting to any
amendment, modification or termination of the Indenture or the Debentures where
such consent shall be required, provided, however, that, where a consent or
action under the Indenture specifically would require the consent or act of the
Holders of greater than a majority of the holders in principal amount of
Debentures affected thereby (a "Super Majority"), the Property Trustee may only
give such consent or take such action at the written direction of the Holders of
at least the proportion in liquidation amount of the Capital Securities which
the relevant Super Majority represents of the aggregate principal amount of the
Debentures outstanding; provided, further, that (subject to the provisions of
Section 3.9) the Property Trustee shall have the right to decline to follow any
such direction if the Property Trustee shall determine that the action so
directed would be unjustly prejudicial to the Holders of Capital Securities not
taking part in such direction or if the Property Trustee, being advised by
counsel reasonably acceptable to the Sponsor, determines that the action or
proceeding so directed may not lawfully be taken or if the Property Trustee, in
good faith, by its board of directors or trustees, executive committee, or a
trust committee of directors or trustees, and/or Responsible Officers, shall
determine that the action or proceeding so directed would involve the Property
Trustee in personal liability for which indemnification pursuant to Section
10.4(b) would not be sufficient. The Property Trustee shall not revoke any
action previously authorized or approved by a vote of the Holders of the Capital
Securities. Other than with respect to directing the time, method and place of
conducting any remedy available to the Property Trustee or the Debenture Trustee
as set forth above, the Property Trustee shall not take any action in accordance
with the directions of the Holders of the Capital Securities under this
paragraph unless the Property Trustee has obtained an opinion of tax counsel to
the effect that for the purposes of United States federal income tax the Trust
will not be classified as other than a grantor trust on account of such action.
If the Property Trustee fails to enforce its rights under the Debentures after a
Holder of Capital Securities has made a written request, such Holder of Capital
Securities may, to the fullest extent permitted by applicable law, institute a
legal proceeding directly against the Debenture Issuer to enforce the

                                      I-5
<PAGE>

Property Trustee's rights under the Debentures without first instituting a legal
proceeding against the Property Trustee or any other Person. Notwithstanding the
foregoing, if an Event of Default has occurred and is continuing and such event
is attributable to the failure of the Debenture Issuer to pay interest or
principal on the Debentures on the date such interest or principal is otherwise
payable, then a Holder of Capital Securities may directly institute a proceeding
for enforcement of payment to such Holder of the principal of or interest on the
Debentures having a principal amount equal to the aggregate liquidation amount
of the Capital Securities of such Holder on or after the respective due date
specified in the Debentures. Except as provided in the preceding sentence, the
Holders of Capital Securities shall not exercise directly any other remedy
available to the holders of the Debentures.

     (c)  Any approval or direction of Holders of Capital Securities may be
given at a separate meeting of Holders of Capital Securities convened for such
purpose, at a meeting of all of the Holders of Securities in the Trust or
pursuant to written consent. The Administrative Trustees will cause a notice of
any meeting at which Holders of Capital Securities are entitled to vote to be
mailed to each Holder of record of Capital Securities. Each such notice will
include a statement setting forth (i) the date of such meeting, (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote and (iii) instructions for the delivery of
proxies.

     (d)  No vote or consent of the Holders of the Capital Securities will be
required for the Trust to repay and cancel Capital Securities or to distribute
the Debentures in accordance with the Declaration and the terms of the
Securities. Notwithstanding that Holders of Capital Securities are entitled to
vote or consent under any of the circumstances described above, any of the
Capital Securities that are owned by the Sponsor or any Affiliate of the Sponsor
shall not be entitled to vote or consent and shall, for purposes of such vote or
consent, be treated as if they were not outstanding.

     (5)    Voting Rights - Common Securities.
            ---------------------------------

     (a)  Except as provided under Sections (5)(b), (5)(c) and (6) and as
otherwise required by law and the Declaration, the Holders of the Common
Securities will have no voting rights.

     (b)  The Holders of the Common Securities are entitled, in accordance with
Article V of the Declaration, to vote to appoint, remove or replace any Trustee
or to increase or decrease the number of Trustees.

     (c)  Subject to Section 2.6 of the Declaration and only after any Event of
Default with respect to the Capital Securities has been cured, waived, or
otherwise eliminated, the Property Trustee shall not (i) direct the time,
method, and place of conducting any proceeding for any remedy available to the
Debenture Trustee, or exercising any trust or power conferred on the Debenture
Trustee with respect to the Debentures, (ii) waive any past default and its
consequences that is waivable under the Indenture, or (iii) exercise any right
to rescind or annul a declaration that the principal of all the Debentures shall
be due and payable, without in each

                                      I-6
<PAGE>

case, obtaining the prior approval of the Holders of a Majority in liquidation
amount of Common Securities, provided that, where a consent under the Indenture
specifically would require the consent of the Holders of a Super Majority, the
Property Trustee may only give such consent at the written direction of the
Holders of at least the proportion in liquidation amount of the Common
Securities which the relevant Super Majority represents of the aggregate
principal amount of the Debentures outstanding; provided, further, that (subject
to the provisions of Section 3.9) the Property Trustee shall have the right to
decline to follow any such direction if the Property Trustee shall determine
that the action so directed would be unjustly prejudicial to the Holders of
Common Securities not taking part in such direction or if the Property Trustee,
being advised by counsel reasonably acceptable to the Sponsor, determines that
the action or proceeding so directed may not lawfully be taken or if the
Property Trustee, in good faith, by its board of directors or trustees,
executive committee, or a trust committee of directors or trustees, and/or
Responsible Officers, shall determine that the action or proceeding so directed
would involve the Property Trustee in personal liability for which
indemnification pursuant to Section 10.4(b) would not be sufficient. Pursuant to
this Section (5)(c), the Property Trustee shall not revoke any action previously
authorized or approved by a vote of the Holders of the Capital Securities. The
Property Trustee shall not take any of the foregoing actions under this
paragraph unless the Property Trustee has obtained an opinion of tax counsel to
the effect that for the purposes of United States federal income tax the Trust
will not be classified as other than a grantor trust on account of such action.
If the Property Trustee fails to enforce its rights under the Declaration, any
Holder of Common Securities may, to the fullest extent permitted by law,
institute a legal proceeding directly against any Person to enforce the Property
Trustee's rights under the Declaration, without first instituting a legal
proceeding against the Property Trustee or any other Person.

     (d)  Any approval or direction of Holders of Common Securities may be given
at a separate meeting of Holders of Common Securities convened for such purpose,
at a meeting of all of the Holders of Securities in the Trust or pursuant to
written consent. The Administrative Trustees will cause a notice of any meeting
at which Holders of Common Securities are entitled to vote to be mailed to each
Holder of record of Common Securities. Each such notice will include a statement
setting forth (i) the date of such meeting, (ii) a description of any resolution
proposed for adoption at such meeting on which such Holders are entitled to vote
and (iii) instructions for the delivery of proxies.

     (e)  No vote or consent of the Holders of the Common Securities will be
required for the Trust to redeem and cancel Common Securities or to distribute
the Debentures in accordance with the Declaration and the terms of the
Securities.

     (6)    Amendments to Declaration and Indenture.
            ---------------------------------------

     (a)  In addition to any requirements under Section 12.1 of the Declaration,
if any proposed amendment to the Declaration provides for, or the Administrative
Trustees otherwise propose to effect, (i) any action that would materially
adversely affect the powers, preferences or special rights of the Securities,
whether by way of amendment to the Declaration or otherwise, or (ii) the
dissolution of the Trust, other than as described in Section 8.1 of the
Declaration, then the

                                      I-7
<PAGE>

Holders of outstanding Securities as a class will be entitled to vote on such
amendment or proposal (but not on any other amendment or proposal) and such
amendment or proposal shall not be effective except with the approval of the
Holders of at least a Majority in liquidation amount of the Securities, voting
together as a single class; provided, however, if any amendment or proposal
referred to in clause (i) above would adversely affect only the Capital
Securities or only the Common Securities, then only the affected class will be
entitled to vote on such amendment or proposal and such amendment or proposal
shall not be effective except with the approval of a Majority in liquidation
amount of such class of Securities.

     (b)  In the event the consent of the Property Trustee as the holder of the
Debentures is required under the Indenture with respect to any amendment,
modification or termination on the Indenture or the Debentures, the Property
Trustee shall request the written direction of the Holders of the Securities
with respect to such amendment, modification or termination and shall vote with
respect to such amendment, modification or termination as directed by a Majority
in liquidation amount of the Securities voting together as a single class;
provided, however, that where a consent under the Indenture specifically would
require a Super Majority, the Property Trustee may only give such consent at the
direction of the Holders of at least the proportion in liquidation amount of the
Securities which the relevant Super Majority represents of the aggregate
principal amount of the Debentures outstanding; provided, further, that the
Property Trustee shall not take any action in accordance with the directions of
the Holders of the Securities under Section (6)(a) or this Section (6)(b) unless
(i) the Property Trustee has obtained an opinion of tax counsel to the effect
that for the purposes of United States federal income tax the Trust will not be
classified as other than a grantor trust on account of such action or (ii) such
action would not reduce or otherwise adversely affect the powers of the Property
Trustee or cause the Trust to be deemed an "investment company" which is
required to be registered under the Investment Company Act.

     (7)    Redemption At Maturity of the Debentures.
            ----------------------------------------

     Upon the redemption of the Debentures in whole (but not in part), at
maturity, the cash proceeds from such redemption shall, after satisfaction of
liabilities to creditors, be simultaneously applied to redeem Securities having
an aggregate liquidation amount equal to the aggregate principal amount of the
Debentures so redeemed at a redemption price of $50 per Security plus an amount
equal to accrued and unpaid Distributions thereon at the date of the repayment,
payable in cash. The Securities are not redeemable at any other time, for any
other reason or under any other circumstances.

     (8)    Pro Rata.
            --------

     A reference in these terms of the Securities to any payment, distribution
or treatment as being "Pro Rata" shall mean pro rata to each Holder of
Securities according to the aggregate liquidation amount of the Securities held
by the relevant Holder in relation to the aggregate liquidation amount of all
Securities outstanding unless, in relation to a payment, an Event of Default
under the Declaration has occurred and is continuing, in which case any funds
available to make such payment shall be paid first to each Holder of the Capital
Securities pro rata

                                      I-8
<PAGE>

according to the aggregate liquidation amount of Capital Securities held by the
relevant Holder relative to the aggregate liquidation amount of all Capital
Securities outstanding, and only after satisfaction of all amounts owed to the
Holders of the Capital Securities, to each Holder of Common Securities pro rata
according to the aggregate liquidation amount of Common Securities held by the
relevant Holder relative to the aggregate liquidation amount of all Common
Securities outstanding.

     (9)    Ranking.
            -------

     The Capital Securities rank pari passu and payment thereon shall be made
Pro Rata with the Common Securities except that, where an Event of Default
occurs and is continuing under the Indenture in respect of the Debentures held
by the Property Trustee, the rights of Holders of the Common Securities to
payment in respect of Distributions and payments upon liquidation, redemption
and otherwise are subordinated to the rights to payment of the Holders of the
Capital Securities.

     (10)   Acceptance of Securities Guarantee and Indenture.
            ------------------------------------------------

     Each Holder of Capital Securities and Common Securities by the acceptance
thereof, agrees to the provisions of the Capital Securities Guarantee and the
Common Securities Guarantee, respectively.

     (11)   No Preemptive Rights.
            --------------------

     The Holders of the Securities shall have no preemptive or similar rights to
subscribe for any additional Securities.

     (12)   Miscellaneous.
            -------------

     These terms constitute a part of the Declaration.  The Sponsor will provide
a copy of the Declaration, the Capital Securities Guarantee or the Common
Securities Guarantee (as may be appropriate), and the Indenture to a Holder
without charge on written request to the Sponsor at its principal place of
business.  Capitalized terms used but not otherwise defined in this Annex I
shall have the meanings assigned thereto in the Declaration.

                                      I-9
<PAGE>

                                  EXHIBIT A-1

                     FORM OF CAPITAL SECURITY CERTIFICATE

     [IF THE CAPITAL SECURITY IS TO BE A GLOBAL CERTIFICATE INSERT - This
Capital Security is a Global Certificate within the meaning of the Declaration
hereinafter referred to and is registered in the name of The Depository Trust
Company (the "Depositary") or a nominee of the Depositary. This Capital Security
is exchangeable for Capital Securities registered in the name of a person other
than the Depositary or its nominee only in the limited circumstances described
in the Declaration and no transfer of this Capital Security (other than a
transfer of this Capital Security as a whole by the Depositary to a nominee of
the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary) may be registered except in limited circumstances.

     Unless this Capital Security is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) to the
Trust or its agent for registration of transfer, exchange or payment, and any
Capital Security 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 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.]

     Certificate Number____________      Number of Capital Securities___________

                                                                   CUSIP NO. ___

          ___% Capital Securities

     (liquidation amount $50 per Capital Security)

     Prudential Financial Capital Trust I, a statutory business trust created
under the laws of the State of Delaware (the "Trust"), hereby certifies
that____________ (the "Holder") is the registered owner of ____________________
capital securities [FOR INCLUSION IN GLOBAL CERTIFICATES AND CERTIFICATE
EVIDENCING PLEDGED CAPITAL SECURITIES ONLY - or such other number of capital
securities reflected in the Schedule of Increases or Decreases in [Global
Certificate] [Pledged Capital Security] attached hereto] of the Trust
representing preferred undivided beneficial interests in the assets of the Trust
designated as the ___% Capital Securities (liquidation amount $50 per capital
security) (the "Capital Securities"). The Capital Securities are transferable on
the books and records of the Trust, in person or by a duly authorized attorney,
upon surrender of this certificate duly endorsed and in proper form for
transfer. The designation, rights, privileges, restrictions, preferences and
other terms and provisions of the Capital Securities represented hereby are
issued and shall in all respects be subject to the provisions of the Amended and
Restated Declaration of Trust of the Trust dated as of __________, 2001, as the
same may be amended from time to time (the "Declaration"), including the
designation of the terms of the Capital Securities as set forth in Annex I to
the Declaration. Capitalized terms used herein but not defined shall have the
meaning given them in the Declaration. The Holder is entitled to the benefits of
the Capital Securities Guarantee to the

                                     A-1-1
<PAGE>

extent provided therein. The Sponsor will provide a copy of the Declaration, the
Capital Securities Guarantee and the Indenture to a Holder without charge upon
written request to the Trust at its principal place of business.

     Upon receipt of this certificate, the Holder is bound by the Declaration
and is entitled to the benefits thereunder.

     By acceptance of this certificate or a beneficial interest in this
certificate, the Holder and the Capital Security Beneficial Owner agree to
treat, for United States federal income tax purposes, the Debentures as
indebtedness and the Capital Securities as evidence of indirect beneficial
ownership in the Debentures.

                                     A-1-2
<PAGE>

     IN WITNESS WHEREOF, the Trust has executed this certificate this ___ day of
________________.

                                           PRUDENTIAL FINANCIAL CAPITAL TRUST I



                                           By:________________________
                                              Name:
                                              Title: Administrative Trustee

                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Capital Securities Certificates referred to in the
within-mentioned Declaration.

                                           JPMORGAN CHASE BANK,
                                           as Property Trustee

                                           By:  __________________________
                                               Authorized Officer

                                     A-1-3

<PAGE>

                         [FORM OF REVERSE OF SECURITY]

     Distributions payable on each Capital Security will be fixed (i) initially
at a rate per annum of ___% (the "Distribution Rate") of the stated liquidation
amount of $50 per Capital Security through and including ___, 2004 [Insert
Remarketing Date], 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, effective for all Distributions on and
after ______________, 2004 [insert stock purchase date].  Distributions in
arrears for more than one quarter will bear interest thereon compounded
quarterly (i) at the Distribution Rate through and including ___, 2004 [Insert
Remarketing Date], 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, effective for all Distributions on and
after ______________, 2004 [insert stock purchase date]. Distributions and any
other payments with respect to the Capital Securities 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. The term
"Distributions" as used herein includes such cash distributions, any such
interest payable and any additional Distributions accrued during a Deferral
Period (as defined below) unless otherwise stated. A Distribution is payable
only to the extent that payments are made in respect of the Debentures held by
the Property Trustee and to the extent the Property Trustee has received funds
therefor. The amount of Distributions payable for any period will be computed
for any full quarterly Distribution period on the basis of a 360-day year
consisting of twelve 30-day months, and for any period shorter than a full
quarterly Distribution period for which Distributions are computed,
Distributions will be computed on the basis of the actual number of days elapsed
in such 90-day quarter based on 30-day months.  If any date on which
Distributions are to be paid is not a Business Day, then Distributions payable
on that date will be made on the next succeeding Business Day, and no interest
or payment will be paid in respect of the delay, except that if that Business
day is in the next succeeding calendar month or calendar year, as applicable,
the Distribution will be paid on the immediately preceding Business Day, in each
case with the same force and effect as if made on that Payment Date.  The
Sponsor has the right under the Indenture to defer payments of interest by
extending the interest payment period from time to time on the Debentures for a
period not exceeding five years (each a "Deferral Period") and, as a consequence
of such deferral, Distributions will also be deferred. Despite such deferral,
quarterly Distributions will continue to accrue with additional Distributions
thereon (to the extent permitted by applicable law) (i) at the Distribution Rate
through and including ___, 2004 [Insert Remarketing Date], 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, effective for all Distributions on and after __________, 2004 [insert
stock purchase date], in each case compounded quarterly during any such Deferral
Period. Prior to the termination of any such Deferral Period, the Sponsor may
further extend such Deferral Period; provided that such Deferral Period together
with all such previous and further deferrals thereof may not exceed five years
or extend beyond the maturity of the Debentures under the Indenture. Payments of
deferred and additional Distributions will be payable on an Interest Payment
Date (as defined in the Indenture) elected by the Sponsor to Holders as they
appear on the books and records of the Trust on the record date fixed for such
Interest Payment Date. Upon the termination of any Deferral Period and the
payment of all amounts then due, the Sponsor may commence a new Deferral Period,
subject to the above requirements.

                                     A-1-4
<PAGE>

     Except as otherwise described in the Declaration, Distributions on the
Capital Securities will be cumulative, will accrue from the date of original
issuance and will be payable quarterly in arrears, on ___, ___, ___ and ___ of
each year, commencing on ___, 2002, to holders of record, if in book-entry only
form, one Business Day prior to such payment date, which payment dates shall
correspond to the interest payment dates on the Debentures. In the event that
the Capital Securities are not in book-entry form, the Administrative Trustees
will have the right to select relevant record dates, which will be more than one
Business Day but less than 60 Business Days prior to the relevant payment dates.

                                     A-1-5
<PAGE>

                                  ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned assigns and transfers this Capital
Security Certificate to:

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


     (Insert address and zip code of assignee)

and irrevocably appoints





agent to transfer this Capital Security Certificate on the books of the Trust.
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 Capital Security
Certificate)

                                     A-1-6
<PAGE>

            [TO BE ATTACHED TO GLOBAL CERTIFICATES AND CERTIFICATE
                    EVIDENCING PLEDGED CAPITAL SECURITIES]

          SCHEDULE OF INCREASES OR DECREASES IN [GLOBAL CERTIFICATE]
                         [PLEDGED CAPITAL SECURITIES]

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

<TABLE>
<CAPTION>
                                                                         Stated Amount of the
                        Amount of                                        [Global Certificate]
                    Decrease in Stated              Amount of              [Pledged Capital
                      Amount of the         Increase in Stated Amount         Securities               Signature of
                   [Global Certificate]    of the [Global Certificate]       Certificate]         Authorized Officer of
                     [Pledged Capital           [Pledged Capital            Following Such         Property Trustee or
   Date          Securities Certificate]     Securities Certificate      Decrease or Increase      Securities Custodian
-----------      -----------------------   ---------------------------   --------------------     ----------------------
<S>              <C>                       <C>                           <C>                       <C>


</TABLE>


                                     A-1-7
<PAGE>

                                  EXHIBIT A-2


                      FORM OF COMMON SECURITY CERTIFICATE

     THE COMMON SECURITIES MAY ONLY BE TRANSFERRED BY THE DEBENTURE ISSUER AND
ANY RELATED PARTY TO THE DEBENTURE ISSUER OR A RELATED PARTY OF THE DEBENTURE
ISSUER; PROVIDED THAT, ANY SUCH TRANSFER IS SUBJECT TO THE CONDITION PRECEDENT
THAT THE TRANSFEROR OBTAIN THE WRITTEN OPINION OF NATIONALLY RECOGNIZED
INDEPENDENT COUNSEL EXPERIENCED IN SUCH MATTERS THAT SUCH TRANSFER WOULD NOT
CAUSE MORE THAN AN INSUBSTANTIAL RISK THAT:

     (a) THE TRUST WOULD NOT BE CLASSIFIED FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES AS A GRANTOR TRUST; AND

     (b) THE TRUST WOULD BE AN INVESTMENT COMPANY OR THE TRANSFEREE WOULD BECOME
AN INVESTMENT COMPANY.

  Certificate Number____________      Number of Common Securities_____________

                            CUSIP NO.______________

         ___% Common Securities

     (liquidation amount $50 per Common Security)

     Prudential Financial Capital Trust I, a statutory business trust created
under the laws of the State of Delaware (the "Trust"), hereby certifies that
Prudential Financial, Inc. (the "Holder") is the registered owner of common
securities of the Trust representing common undivided beneficial interests in
the assets of the Trust designated as the ___% Common Securities (liquidation
amount $50 per common security) (the "Common Securities"). The  Common
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
Securities represented hereby are issued and shall in all respects be subject to
the provisions of the Amended and Restated Declaration of Trust of the Trust
dated as of __________, 2001, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Common Securities
as set forth in Annex I to the Declaration. Capitalized terms used herein but
not defined shall have the meaning given them in the Declaration. The Holder is
entitled to the benefits of the Common Securities Guarantee to the extent
provided therein. The Sponsor will provide a copy of the Declaration, the Common
Securities Guarantee and the Indenture to a Holder without charge upon written
request to the Sponsor at its principal place of business.

     Upon receipt of this certificate, the Sponsor is bound by the Declaration
and is entitled to the benefits thereunder.

                                     A-2-1
<PAGE>

     By acceptance, the Holder agrees to treat, for United States federal income
tax purposes, the Debentures as indebtedness and the Common Securities as
evidence of indirect beneficial ownership in the Debentures.


                                     A-2-2
<PAGE>

     IN WITNESS WHEREOF, the Trust has executed this certificate this ___ day of
________, 2001.

                              PRUDENTIAL FINANCIAL CAPITAL TRUST I



                              By:  ______________________________
                                   Name:
                                   Title: Administrative Trustee


                                     A-2-3
<PAGE>

                         [FORM OF REVERSE OF SECURITY]

     Distributions payable on each Common Security will be fixed (i) initially
at a rate per annum of ___% (the "Distribution Rate") of the stated liquidation
amount of $50 per Common Security through and including ___, 2004 [Insert
Remarketing Date], 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, effective for all Distributions on and
after __________, 2004 [insert stock purchase date]. Distributions in arrears
for more than one quarter will bear interest thereon compounded quarterly (i) at
the Distribution Rate until ___, 2004 [Insert Remarketing Date], 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, effective for all Distributions on and after __________, 2004
[insert stock purchase date].  Distributions and any other payments with respect
to the Common Securities 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. The term "Distributions" as used herein includes such
cash distributions and any such interest payable and any additional
Distributions accrued during a Deferral Period (as defined below) unless
otherwise stated. A Distribution is payable only to the extent that payments are
made in respect of the Debentures held by the Property Trustee and to the extent
the Property Trustee has funds available therefor. The amount of Distributions
payable for any period will be computed for any full quarterly Distribution
period on the basis of a 360-day year of twelve 30-day months, and for any
period shorter than a full quarterly Distribution period for which Distributions
are computed, Distributions will be computed on the basis of the actual number
of days elapsed per 30-day month, and for any period shorter than a full
quarterly Distribution period for which Distributions are computed,
Distributions will be computed on the basis of the actual number of days elapsed
in such 90-day quarter based on 30-day months.  If any date on which
Distributions are to be paid is not a Business Day, then Distributions payable
on that date will be made on the next succeeding Business Day, and no interest
or payment will be paid in respect of the delay, except that if that Business
day is in the next succeeding calendar month or calendar year, as applicable,
the Distribution will be paid on the immediately preceding Business Day, in each
case with the same force and effect as if made on that Payment Date. The Sponsor
has the right under the Indenture to defer payments of interest by extending the
interest payment period from time to time on the Debentures for a period not
exceeding five years (each a "Deferral Period") and, as a consequence of such
deferral, Distributions will also be deferred. Despite such deferral, quarterly
Distributions will continue to accrue with additional Distributions thereon (to
the extent permitted by applicable law) (i) at the Distribution Rate through and
including ___, 2004 [Insert Remarketing Date], 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, effective
for all Distributions on and after __________, 2004 [insert stock purchase
date], in each case compounded quarterly during any such Deferral Period. Prior
to the termination of any such Deferral Period, the Sponsor may further extend
such Deferral Period; provided that such Deferral Period together with all such
previous and further deferrals thereof may not exceed five years or extend
beyond the maturity of the Debentures under the Indenture. Payments of deferred
and additional Distributions will be payable on an Interest Payment Date (as
defined in the Indenture) elected by the Sponsor to Holders as they appear on
the books and

                                     A-2-4
<PAGE>

records of the Trust on the record date fixed for such Interest Payment Date.
Upon the termination of any Deferral Period and the payment of all amounts then
due, the Sponsor may commence a new Deferral Period, subject to the above
requirements.

     Except as otherwise described in the Declaration, distributions on the
Common Securities will be cumulative, will accrue from the date of original
issuance and will be payable quarterly in arrears, on ___, ___, ___ and ___ of
each year, commencing on ___, 2002, to Holders of record one Business Day prior
to such payment dates, which payment dates shall correspond to the interest
payment dates on the Debentures.

                                     A-2-5
<PAGE>

                                  ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned assigns and transfers this Common
Security Certificate to:






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




                   (Insert address and zip code of assignee)

and irrevocably appoints



agent to transfer this Common Security Certificate on the books of the Trust.
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 Common Security
Certificate)

                                     A-2-6
<PAGE>

                                   EXHIBIT B

                             SPECIMEN OF DEBENTURE
<PAGE>

                                   EXHIBIT C

                         FORM OF REMARKETING AGREEMENT


                          Prudential Financial, Inc.
                     Prudential Financial Capital Trust I

                           ____% Capital Securities
                    of Prudential Financial Capital Trust I
              stated liquidation amount $50 per Capital Security


                                 _____________

                             REMARKETING AGREEMENT

                                                                          [DATE]

[NAME OF REMARKETING AGENT]

________________________________
________________________________

Ladies and Gentlemen:

          [NAME OF REMARKETING AGENT], a ___________________ (the "Remarketing
Agent"), is undertaking to remarket ____% Capital Securities (stated liquidation
amount $50 per Capital Security) (the "Capital Securities"), issued by
Prudential Financial Capital Trust I, a statutory business trust formed under
Delaware law (the "Trust"), pursuant to the Purchase Contract Agreement between
Prudential Financial, Inc., a New Jersey corporation (the "Company" and together
with the Trust, the "Issuers") and JPMorgan Chase Bank, as purchase contract
agent (the "Purchase Contract Agent"), dated as of ____________, 2001 (the
"Purchase Contract Agreement").

          The Capital Securities have been issued pursuant to and are governed
by, the Declaration of Trust dated as of September 24, 2001, among the Company,
as the sponsor, JPMorgan Chase Bank, as property trustee (the "Property
Trustee"), Chase Manhattan Bank USA, National Association, as the Delaware
Trustee (the "Delaware Trustee"), the administrative trustees named therein (the
"Administrators") and the holders from time to time of the beneficial interests
in the assets of the Trust, as subsequently amended and restated by the Amended
and Restated Declaration of Trust dated as of ____________, 2001, among such
parties (together, the "Declaration").

          Each Capital Security was issued as part of a unit (the "Unit") that
initially also included a contract (a "Purchase Contract") under which the
holder will purchase from the Company on ____________, 2004, [insert stock
purchase date] a number of shares (the "Issuable Common Stock") of Common Stock,
par value $0.01 per share, of the Company (the "Common

                                       1
<PAGE>

Stock"), equal to the Settlement Rate as set forth in the Purchase Contract
Agreement. In accordance with the terms of the Purchase Contract Agreement, the
Capital Securities constituting a part of the Units have been pledged by the
Purchase Contract Agent, on behalf of the holders of the Units, to JPMorgan
Chase Bank, as collateral agent (the "Collateral Agent"), pursuant to the Pledge
Agreement, dated as of ____________, 2001 (the "Pledge Agreement"), among the
Company, the Purchase Contract Agent, the Collateral Agent and JPMorgan Chase
Bank, as custodial agent (the "Custodial Agent") and securities intermediary
("Securities Intermediary"), to secure the holders' obligation to purchase
Common Stock under the Purchase Contracts. The Capital Securities are guaranteed
by the Company on a senior unsecured basis, subject to certain restrictions (the
"Guarantee"). The Units were offered and sold in connection with the
reorganization of The Prudential Insurance Company of America ("Prudential"), a
mutual life insurance company organized under the laws of the State of New
Jersey, into a stock life insurance company in a demutualization process (the
"Demutualization").

          The proceeds of the sale of the Capital Securities and the common
securities of the Trust (the "Common Securities" and together with the Capital
Securities, the "Trust Securities") have been invested by the Trust in ____%
Debentures due ____________, 2006 of the Company (the "Debentures") issued
pursuant to an Indenture dated as of ____________, 2001 (the "Base Indenture"),
between the Company and JPMorgan Chase Bank, as trustee (the "Debenture
Trustee"), as supplemented by the First Supplemental Indenture, dated as of
____________, 2001 ("Supplemental Indenture No. 1," and, together with the Base
Indenture and all other amendments and supplements thereto in effect on the date
hereof, the "Indenture"), between the Company and the Debenture Trustee.

          Capitalized terms used and not defined in this Agreement shall have
the meanings set forth in the Purchase Contract Agreement, the Pledge Agreement,
the Indenture and the Underwriting Agreement between the Company, the Trust,
Prudential and the several underwriters listed therein, dated as of ___, 2001,
entered into in connection with the initial public offering of the Units (the
"Underwriting Agreement"), as the case may be.

          The Remarketing (as defined below) of the Capital Securities is
provided for in the Purchase Contract Agreement.  As used in this Agreement,
"Transaction Documents" shall mean, collectively, the Purchase Contract
Agreement, the guarantee agreements with respect to the Trust Securities (the
"Guarantee Agreements"), the Declaration, the Indenture, the Pledge Agreement
and this Agreement; the term "Remarketed Capital Securities" means the Capital
Securities subject to the Remarketing as notified to the Remarketing Agent by
the Purchase Contract Agent and the Custodial Agent, on the eighth Business Day
prior to the Initial Remarketing Date;  the term "Remarketing Procedures" means
the procedures in connection with the Remarketing of the Capital Securities,
described in the Purchase Contract Agreement, the Pledge Agreement and the
Declaration, as the case may be; the term "Remarketing" means the remarketing of
the Remarketed Capital Securities within the Initial Remarketing Period and any
Subsequent Remarketing Period, as the case may be, pursuant to the Remarketing
Procedures; the term "Initial Remarketing Date" means ____________, 2004, being
the settlement date of the initial Remarketing; "Initial Remarketing Period"
means the five Business-Day Period ending on the third Business Day prior to the
Initial Remarketing Date; "Subsequent Remarketing Date" means each _____, _____,
_____, _____, _____ and _____, 2004; "Subsequent Remarketing

                                       2
<PAGE>

Period" means the five Business-Day period ending on the third Business Day
prior to any Subsequent Remarketing Date; the term "Instruments" means the
Remarketed Capital Securities, the Purchase Contracts, the Trust Securities, the
Units, the Debentures, the Issuable Common Stock and the Securities Guarantees.
Unless the context otherwise requires, following a Dissolution Event, all
references herein to the Capital Securities, shall be deemed to refer to the
Debentures.

          SECTION 1.  Appointment and Obligations of the Remarketing Agent. [TO
                      ----------------------------------------------------
BE REVISED IF REMARKETING AGENT AND RESET AGENT ARE SEPARATE ENTITIES] (a) The
Company and the Trust (the "Issuers") hereby appoint ________________________ as
exclusive Remarketing Agent and [____________ as exclusive] Reset Agent.
_______________hereby accepts appointment as Remarketing Agent and
[______________ hereby accepts appointment as] Reset Agent, for the purpose of
(i) Remarketing Remarketed Capital Securities on behalf of the holders thereof
and (ii) performing such other duties as are assigned to the Remarketing Agent
and Reset Agent[, respectively,] in the Remarketing Procedures and the
Declaration, all in accordance with and pursuant to the Remarketing Procedures
and the Declaration.

               (b) The Remarketing Agent agrees [(i)] to use commercially
     reasonable best efforts to remarket the Remarketed Capital Securities
     tendered or deemed tendered to the Remarketing Agent in the Remarketing,
     [and  the Reset Agent agrees (i)] [(ii)] to notify the Issuers, the
     Depositary, the Purchase Contract Agent, the Property Trustee and the
     Debenture Trustee promptly of the Reset Rate in accordance with the
     Declaration and [(ii)] [(iii)] to establish the Reset Rate and [both the
     Remarketing Agent and the Reset Agent agree to] carry out such other duties
     as are assigned to the Remarketing Agent and Reset Agent[,respectively,] in
     the Remarketing Procedures, all in accordance with the provisions of the
     Remarketing Procedures and the Declaration.

               (c) During the Initial Remarketing Period and any Subsequent
     Remarketing Period, as the case may be, the Remarketing Agent shall use its
     reasonable best efforts to remarket, at a price equal to 100.5% of the
     Remarketing Value, the Remarketed Capital Securities tendered or deemed
     tendered for purchase.

               (d) If, as a result of the efforts described in Section l(b), the
     Remarketing Agent determines, after consultation with the Issuers, that it
     will be able to remarket all Remarketed Capital Securities tendered or
     deemed tendered for purchase at a price of 100.5% of the Remarketing Value
     prior to 4:00 P.M., New York City time, on any day during the Initial
     Remarketing Period, the Remarketing Agent, after consultation with the
     Issuers, shall (i) determine the Reset Rate (as defined in the
     Declaration), that will enable it to remarket all Remarketed Capital
     Securities tendered or deemed tendered for Remarketing and (ii) commit to
     purchase and, on the Initial Remarketing Date, shall purchase, the Agent-
     purchased Treasury Consideration.

               (e) If the Remarketing Agent cannot remarket the Capital
     Securities during the Initial Remarketing Period, settling on the Initial
     Remarketing Date, the Remarketing Agent will continue to attempt to
     remarket the Capital Securities until the

                                       3
<PAGE>

     Stock Purchase Date in accordance with the Remarketing Procedures, settling
     on a Subsequent Remarketing Date, provided that (i) the notice of any
     Subsequent Remarketing cannot be given until the Failed Remarketing notice
     has been published in accordance with the Remarketing Procedures in respect
     of any immediately preceding Failed Remarketing and (ii) the last
     Subsequent Remarketing Date must fall no later than on the Business Day
     immediately preceding the Stock Purchase Date.

               (f) If, by 4:00 P.M., New York City time, on the final day of the
     Initial Remarketing Period or the final day of any Subsequent Remarketing
     Period, as the case may be, the Remarketing Agent is unable to remarket all
     Remarketed Capital Securities tendered or deemed tendered for purchase, a
     failed Remarketing ("Failed Remarketing") shall be deemed to have occurred,
     and the Remarketing Agent shall, on such date, so promptly notify by
     telephone the Depositary, the Purchase Contract Agent, the Debenture
     Trustee, the Issuers, the Collateral Agent, the Custodial Agent and the
     Property Trustee.

               (g) If by 4:00 p.m., New York City time, on the Business Day
     immediately preceding _________, 2004 [Insert stock purchase date], the
     Remarketing Agent, in spite of using its commercially reasonable best
     efforts, fails to remarket all of the Capital Securities tendered or deemed
     tendered for purchase, the "Last Failed Remarketing" will be deemed to have
     occurred.  In this case, the Remarketing Agent shall so promptly notify by
     telephone the Depositary, the Purchase Contract Agent, the Debenture
     Trustee, the Issuers, the Collateral Agent, the Custodial Agent and the
     Property Trustee.

               (h) If there is a successful Remarketing, by approximately 4:30
     P.M., New York City time, on the day of the successful Remarketing within
     the Initial Remarketing Period or the given Subsequent Remarketing Period,
     as the case may be, the Reset Agent shall promptly notify by telephone the
     Issuers, the Purchase Contract Agent, the Collateral Agent, the Custodial
     Agent, the Property Trustee, the Depositary and the Debenture Trustee of
     the Reset Rate determined in the Remarketing.

               (i) If there is a successful Remarketing, in accordance with the
     Depositary's normal procedures, on the Initial Remarketing Date or any
     Subsequent Remarketing Date, as the case may be, the transactions described
     above with respect to each Capital Security tendered for purchase and sold
     in the Remarketing shall be executed through the Depositary, and the
     accounts of the respective Depositary participants shall be debited and
     credited and such Capital Securities delivered by book-entry as necessary
     to effect purchases and sales of such Capital Securities.

               (j) If there is a successful Remarketing, on the Initial
     Remarketing Date or any Subsequent Remarketing Date, as the case may be,
     the tender and settlement procedures set in this Section 1, including
     provisions for payment by purchasers of the Capital Securities in the
     Remarketing, shall be subject to modification to the extent required by the
     Depositary or if the book-entry system is no longer available for the
     Capital Securities at the time of the Remarketing, to facilitate the
     tendering and

                                       4
<PAGE>

     remarketing of the Capital Securities in certificated form. In addition,
     the Remarketing Agent may modify the settlement procedures set forth herein
     in order to facilitate the settlement process.

               (k) If there is a successful Remarketing, on the Initial
     Remarketing Date or any Subsequent Remarketing Date, as the case may be,
     the Remarketing Agent shall remit to the Collateral Agent through the
     Purchase Contract Agent the Agent-purchased Treasury Consideration.

               (l) If there is a successful Remarketing, on the Initial
     Remarketing Date or any Subsequent Remarketing Date, as the case may be,
     the Remarketing Agent shall retain as a remarketing fee an amount not
     exceeding 25 basis points (.25%) of the total proceeds from the sale of the
     Remarketed Capital Securities and shall remit (i) the remaining portion of
     the balance attributable to the Separate Capital Securities to the
     Collateral Agent for distribution to the holders of the Separate Capital
     Securities that were remarketed and (ii) the remaining portion of the
     balance to the Purchase Contract Agent for distribution to the holders of
     the Remarketed Capital Securities in accordance with the Purchase Contract
     Agreement.

               (m) The Company, the Trust and the Remarketing Agent hereby agree
     that any Remarketing of the Capital Securities may settle later than in a
     three Business-Day cycle, but in no event later than on the third Business
     Day after the end of an Initial Remarketing Period or any Subsequent
     Remarketing Period, as the case may be.

          SECTION 2.   Representations, Warranties and Agreements of the
                       -------------------------------------------------
Issuers. [TO BE NEGOTIATED WITH THE REMARKETING AGENT]
-------

          SECTION 3.   Fees and Expenses. [TO BE NEGOTIATED WITH THE REMARKETING
                       -----------------
AGENT]

          SECTION 4.   Further Agreements of the Issuers. [TO BE NEGOTIATED WITH
                       ---------------------------------
THE REMARKETING AGENT].

          SECTION 5.   Conditions to the Remarketing Agent's Obligations. [TO BE
                       -------------------------------------------------
NEGOTIATED WITH THE REMARKETING AGENT]


          SECTION 6.   Indemnification and Contribution. [TO BE NEGOTIATED WITH
                       --------------------------------
THE REMARKETING AGENT]

          SECTION 7.   Resignation and Removal of the Remarketing Agent. [TO BE
                       ------------------------------------------------
NEGOTIATED WITH THE REMARKETING AGENT]


          SECTION 8.   Dealing in the Remarketed Capital Securities. [TO BE
                       --------------------------------------------
NEGOTIATED WITH THE REMARKETING AGENT]

          Remarketing Agent's Performance; Duty of Care; Supervising
          ----------------------------------------------------------
Obligations. [TO BE NEGOTIATED WITH THE REMARKETING AGENT]

                                       5
<PAGE>

          SECTION 9.   Termination. [TO BE NEGOTIATED WITH THE REMARKETING
                       -----------
AGENT]

          SECTION 10.  Notices. Except as otherwise stated herein, all
                       -------
statements, requests, notices and agreements hereunder shall be in writing, and
if to the Remarketing Agent shall be delivered or sent by mail or facsimile
transmission to ____________________________; if to the Company shall be
delivered or sent by mail or facsimile transmission to the address of the
Company set forth in the Registration Statement, Attention: Treasurer; if to the
Trust shall be delivered or sent by mail or facsimile transmission to: Chase
Manhattan Bank USA, National Association, 500 Stanton Christiana Road, Building
4, 3rd Floor, Newark, Delaware 19713, Attention: Institutional Trust Services;
if the Property Trustee shall be delivered or sent by mail or facsimile
transmission to JPMorgan Chase Bank, 450 West 33rd Street, 15th Floor, New York,
New York 10001 facsimile: (212) 946-8158, Attention: Institutional Trust
Services; if to the Debenture Trustee shall be delivered or sent by mail or
facsimile transmission to JPMorgan Chase Bank, 450 West 33rd Street, 15th Floor,
New York, New York 10001, facsimile: (212) 946-8158, Attention: Institutional
Trust Services; if to the Purchase Contract Agent shall be delivered or sent by
mail or facsimile transmission to JPMorgan Chase Bank, 450 West 33rd Street,
15th Floor, New York, New York 10001, facsimile: (212) 946-8158, Attention:
Institutional Trust Services; and if to the Collateral Agent or the Custodial
Agent shall be delivered or sent by mail or facsimile transmission to JPMorgan
Chase Bank, 450 West 33rd Street, 15th Floor, New York, New York 10001,
facsimile: (212) 946-8158, Attention: Institutional Trust Services.

          Any such statements, requests, notices or agreements shall take effect
at the time of receipt thereof.

          SECTION 11.  Successors and Assigns. This Agreement shall be binding
                       ----------------------
upon, and inure solely to the benefit of, the Remarketing Agent, the Company and
the Trust to the extent provided in Sections 6 and [ ] hereof, the officers and
directors of the Company and the Trust and each person who controls the Company,
the Trust or the Remarketing Agent, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement. No purchaser of any of the
Capital Securities from the Remarketing Agent shall be deemed a successor or
assign by reason merely of such purchase.

          SECTION 12.  Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
                       -------------
CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW.

          SECTION 13.  Jurisdiction. The Issuers hereby submit to the
                       ------------
nonexclusive jurisdiction of the Federal and state courts in the Borough of
Manhattan in The City of New York in any suit or proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby.

          SECTION 14.  Counterparts. This Agreement may be executed in one or
                       ------------
more counterparts and, if executed in more than one counterpart, the executed
counterparts shall each

                                       6
<PAGE>

be deemed to be an original but all such counterparts shall together constitute
one and the same instrument.

       SECTION 15.  Headings.  The headings herein are inserted for convenience
                    --------
of reference only and are not intended to be part of, or to affect the meaning
or interpretation of, this Agreement.

                                       7
<PAGE>

          If the foregoing correctly sets forth the agreement among the Company,
the Trust, the Purchase Contract Agent and the Remarketing Agent, please
indicate your acceptance in the space provided for that purpose below.

                              Very truly yours,

                              PRUDENTIAL FINANCIAL, INC.

                              By:_____________________________
                                    Name:
                                    Title:



                              PRUDENTIAL FINANCIAL CAPITAL TRUST I

                              By:_____________________________
                                    Name:
                                    Title:



                              JPMORGAN CHASE BANK
                              as Purchase Contract Agent

                              By: _____________________________
                                    Name:
                                    Title:

Accepted:

[NAME OF REMARKETING AGENT]
as Remarketing Agent


By:________________________
     Authorized Representative

[NAME OF RESET AGENT]
as Reset Agent

By:________________________
  Authorized Representative

                                       8