0001047469-03-012958 Sample Contracts

COMMON SECURITIES GUARANTEE AGREEMENT
Common Securities Guarantee Agreement • April 10th, 2003 • Prudential Financial Capital Trust Ii • Life insurance • New York

This GUARANTEE AGREEMENT (this "Common Securities Guarantee"), dated as of • , is executed and delivered by Prudential Financial, Inc., a New Jersey corporation (the "Guarantor") for the benefit of the Holders (as defined herein) from time to time of the Common Securities (as defined herein) of Prudential Financial Capital Trust II, a Delaware statutory trust (the "Issuer").

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PREFERRED SECURITIES GUARANTEE AGREEMENT PRUDENTIAL FINANCIAL CAPITAL TRUST III Dated as of
Guarantee Agreement • April 10th, 2003 • Prudential Financial Capital Trust Ii • Life insurance • New York

This GUARANTEE AGREEMENT (this "Preferred Securities Guarantee"), dated as of • , is executed and delivered by Prudential Financial, Inc., a New Jersey corporation (the "Guarantor"), and • , as trustee (the "Preferred Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Prudential Financial Capital Trust III, a Delaware statutory trust (the "Issuer").

Underwriting Agreement
Prudential Financial Capital Trust Ii • April 10th, 2003 • Life insurance • New York

From time to time Prudential Financial, Inc., a New Jersey corporation (the "Company"), proposes to enter into one or more Pricing Agreements (each a "Pricing Agreement") in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the "Underwriters" with respect to such Pricing Agreement and the number of shares specified therein) the number of shares of its common stock, par value $0.01 per share (the "Shares") specified in Schedule II to such Pricing Agreement (the "Firm Shares"). If specified in such Pricing Agreement, the Company may grant to the Underwriters the right to purchase at their election an additional number of Shares, specified in such Pricing Agreement as provided in Section 3 hereof (the "Optional Shares"). The Firm Shares and the Optional Shares, i

Underwriting Agreement
Prudential Financial Capital Trust Ii • April 10th, 2003 • Life insurance • New York

From time to time Prudential Financial, Inc., a New Jersey corporation (the "Company"), proposes to enter into one or more Pricing Agreements (each a "Pricing Agreement") in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the "Underwriters" with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities specified in Schedule II to such Pricing Agreement (the "Designated Securities").

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