Form: S-1

General form for registration of securities under the Securities Act of 1933

CERT OF TRUST OF PRU FINANCIAL CAPITAL TRUST 1

Published on


EXHIBIT 4.3


CERTIFICATE OF TRUST OF PRUDENTIAL FINANCIAL CAPITAL TRUST I
------------------------------------------------------------

THIS Certificate of Trust of Prudential Financial Capital Trust I (the
"Trust") is being duly executed and filed by the undersigned, as trustees, to
form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801
et seq.) (the "Act"). -------
-- ---

1. Name. The name of the business trust formed hereby is Prudential
----
Financial Capital Trust I.

2. Delaware Trustee. The name and business address of the trustee of the
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Trust in the State of Delaware is Chase Manhattan Bank USA, National
Association, 500 Stanton Christiana Road, Building 4 - 3rd Floor, Newark, DE
19713.

3. Effective Date. This Certificate of Trust shall be effective upon
--------------
filing.

EXHIBIT 4.3


IN WITNESS WHEREOF, the undersigned have executed this Certificate in
accordance with Section 3811(a) of the Act.

THE CHASE MANHATTAN BANK

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




CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION


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



/s/ Tim Fetten
--------------------
Name: Timothy Fetten
as Administrative Trustee



/s/ Scott Kaplan
--------------------
Name: Scott Kaplan
as Administrative Trustee



/s/ Rich Vaccaro
-----------------------------
Name: Richard Vaccaro
as Administrative Trustee


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