S-1/A
1
ds1a.txt
AMENDMENT NO.3 TO FORM S-1
As filed with the Securities and Exchange Commission on November 29, 2001
Registration No. 333-70888
Registration No. 333-70888-01
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PRUDENTIAL FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
New Jersey 6719 22-3703799
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
PRUDENTIAL FINANCIAL CAPITAL TRUST I
(Exact name of registrant as specified in its charter)
Delaware 6719 22-6899432
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
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751 Broad Street
Newark, New Jersey 07102
(973) 802-6000
(Address, including Zip code, and telephone number, including area code, of
registrant's principal executive offices)
John M. Liftin, Esq.
General Counsel
Prudential Financial, Inc.
751 Broad Street
Newark, New Jersey 07102
(973) 802-6000
(Name, address, including Zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Andrew S. Rowen, Esq. Alan L. Beller, Esq.
Donald C. Walkovik, Esq. Yong G. Lee, Esq.
Sullivan & Cromwell Cleary, Gottlieb, Steen & Hamilton
125 Broad Street One Liberty Plaza
New York, New York 10004 New York, New York 10006
(212) 558-4000 (212) 225-2000
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If the delivery of the prospectus is expected to be made pursuant to Rule
434 under the Securities Act, check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Amount of
Title of Each Class Aggregate Registration
of Securities to Be Registered Offering Price(7)(8) Fee
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Equity Security Units...................... $575,000,000 $143,750(9)
Debentures of Prudential Financial,
Inc.(1)................................... -- --
Redeemable Capital Securities of Prudential
Financial Capital Trust I(2).............. -- --
Common Stock ($0.01 par value per
share)(3)(4).............................. $575,000,000 $143,750(9)
Stock Purchase Contracts(5)................ -- --
Prudential Financial, Inc. Guarantee with
respect to Redeemable Capital
Securities(6)............................. -- --
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(1) Up to $575,000,000 in aggregate principal amount of Debentures of
Prudential Financial, Inc. may be issued and sold by Prudential Financial,
Inc. to Prudential Financial Capital Trust I in connection with the
issuance by the trust of up to 11,500,000 of its Redeemable Capital
Securities. The Debentures may be distributed, under certain
circumstances, to the holders of the Redeemable Capital Securities for no
additional consideration.
(2) The Redeemable Capital Securities of Prudential Financial Capital Trust I
are offered as a component of the Equity Security Units for no additional
consideration.
(3) Shares of Common Stock of Prudential Financial, Inc. may be issued to the
holders of Equity Security Units upon settlement or termination of the
Stock Purchase Contracts, for a purchase price of $50 per unit. The actual
number of shares of Common Stock to be issued will not be determined until
the date of settlement or termination of the related Stock Purchase
Contract.
(4) Each share of Common Stock includes one Shareholder Protection Right as
described under "Description of Capital Stock".
(5) The Stock Purchase Contracts are offered as a component of the Equity
Security Units for no additional consideration.
(6) No separate consideration will be received for the Prudential Financial,
Inc. Guarantee.
(7) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(n) under the Securities Act of 1933, as amended.
(8) Exclusive of accrued interest, distributions and dividends, if any.
(9) Previously paid.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
1.1 Form of Underwriting Agreement.
2.1 Plan of Reorganization (incorporated by reference to Exhibit 2.1 to
Prudential Financial, Inc.'s Registration Statement on Form S-1 (No.
333-58524)).**
3.1 Form of Amended and Restated Certificate of Incorporation of Prudential
Financial, Inc. (incorporated by reference to Exhibit 3.1 to Prudential
Financial, Inc.'s Registration Statement on Form S-1 (No. 333-58524)).**
3.2 Form of By-Laws of Prudential Financial, Inc. (incorporated by reference
to Exhibit 3.2 to Prudential Financial, Inc.'s Registration Statement on
Form S-1 (No. 333-58524)).**
4.1 Form of Indenture between Prudential Financial, Inc. and JPMorgan Chase
Bank, as trustee, relating to the debt securities.
4.2 Form of First Supplemental Indenture between Prudential Financial, Inc.
and JPMorgan Chase Bank, as trustee, relating to the Debentures.
4.3 Certificate of Trust of Prudential Financial Capital Trust I.**
4.4 Declaration of Trust of Prudential Financial Capital Trust I.**
4.5 Form of Amended and Restated Declaration of Trust of Prudential
Financial Capital Trust I.
4.6 Form of Redeemable Capital Securities Guarantee Agreement for Prudential
Financial Capital Trust I.
4.7 Form of Redeemable Capital Security Certificate of Prudential Financial
Capital Trust I (included in Exhibit 4.5).
4.8 Form of Purchase Contract Agreement.
4.9 Form of Common Securities Guarantee Agreement.
4.10 Form of Pledge Agreement.
4.11 Form of Debenture (included in Exhibit 4.2).
4.12 Form of Normal Unit (included in Exhibit 4.8).
4.13 Form of Stripped Unit (included in Exhibit 4.8).
4.14 Form of certificate for the Common Stock of Prudential Financial, Inc.,
par value $.01 per share (incorporated by reference to Exhibit 4.1 to
Prudential Financial, Inc.'s Registration Statement on Form S-1 (No.
333-58524)).**
4.15 Form of Shareholders' Rights Plan (incorporated by reference to Exhibit
4.2 to Prudential Financial, Inc.'s Registration Statement on Form S-1
(No. 333-58524)).**
4.16 Upon the request of the Securities and Exchange Commission, Prudential
Financial, Inc. will furnish copies of all instruments defining the
rights of holders of long-term debt of Prudential Financial, Inc.
4.17 Subscription Agreement for Class B Stock. (incorporated by reference to
Exhibit 4.4 to Prudential Financial, Inc.'s Registration Statement on
Form S-1 (No. 333-58524)).**
4.18 Commitment letter relating to insurance of the IHC debt (incorporated by
reference to Exhibit 4.5 to Prudential Financial, Inc.'s Registration
Statement on Form S-1 (No. 333-58524)).**
4.19 Inter-Business Transfer and Allocation Policies relating to the
Financial Services Businesses and the Closed Block Business
(incorporated by reference to Exhibit 4.6 to Prudential Financial,
Inc.'s Registration Statement on Form S-1 (No. 333-58524)).**
5.1 Opinion of Sullivan & Cromwell.**
5.2 Opinion of Richards, Layton & Finger, P.A.**
5.3 Opinion of McCarter & English, LLP.**
8.1 Form of Opinion of McDermott, Will & Emery as to certain tax matters.
10.1 Support Agreement between the Prudential Insurance Company of America
and Prudential Funding Corporation dated as of March 18, 1982
(incorporated by reference to Exhibit 10.1 to Prudential Financial,
Inc.'s Registration Statement on Form S-1 (No. 333-58524)).**
10.2 Stipulation of Settlement--United States District Court for the District
of New Jersey, in re: The Prudential Insurance Company of America Sales
Practices Litigation, MDL No. 1061, Master Docket No. 95-4704 (AMW)
(Document dated October 28, 1996) (incorporated by reference to Exhibit
10.2 to Prudential Financial, Inc.'s Registration Statement on Form S-1
(No. 333-58524)).**
10.3 Amendment to Stipulation of Settlement--United States District Court for
the District of New Jersey, in re: The Prudential Insurance Company of
America Sales Practices Litigation, MDL No. 1061, Master Docket No. 95-
4704 (AMW) (Original filed February 24, 1997) (Document dated February
22, 1997) (incorporated by reference to Exhibit 10.3 to Prudential
Financial, Inc.'s Registration Statement on Form S-1 (No. 333-58524)).**
10.4 The Prudential Insurance Company of America Deferred Compensation Plan
(incorporated by reference to Exhibit 10.4 to Prudential Financial,
Inc.'s Registration Statement on Form S-1 (No. 333-58524)).**
10.5 The Prudential Deferred Compensation Plan for Non-Employee Directors
(incorporated by reference to Exhibit 10.5 to Prudential Financial,
Inc.'s Registration Statement on Form S-1 (No. 333-58524)).**
10.6 The Pension Plan for Non-Employee Directors of The Prudential Insurance
Company of America (incorporated by reference to Exhibit 10.6 to
Prudential Financial, Inc.'s Registration Statement on Form S-1 (No.
333-58524)).**
10.7 2001 Prudential Long-Term Performance Unit Plan (incorporated by
reference to Exhibit 10.7 to Prudential Financial, Inc.'s Registration
Statement on Form S-1 (No. 333-58524)).**
10.8 2000 Prudential Long-Term Performance Unit Plan (incorporated by
reference to Exhibit 10.8 to Prudential Financial, Inc.'s Registration
Statement on Form S-1 (No. 333-58524)).**
10.9 1999 Prudential Long-Term Performance Unit Plan (incorporated by
reference to Exhibit 10.9 to Prudential Financial, Inc.'s Registration
Statement on Form S-1 (No. 333-58524)).**
10.10 1998 Amended Prudential Long-Term Performance Unit Plan (incorporated by
reference to Exhibit 10.10 to Prudential Financial, Inc.'s Registration
Statement on Form S-1 (No. 333-58524)).**
10.11 1998 Prudential Annual Incentive Plan (incorporated by reference to
Exhibit 10.11 to Prudential Financial, Inc.'s Registration Statement on
Form S-1 (No. 333-58524)).**
10.12 Prudential Financial, Inc. Stock Option Plan (incorporated by reference
to Exhibit 10.12 to Prudential Financial, Inc.'s Registration Statement
on Form S-1 (No. 333-58524)).**
10.13 Prudential Supplemental Retirement Plan (incorporated by reference to
Exhibit 10.13 to Prudential Financial, Inc.'s Registration Statement on
Form S-1 (No. 333-58524)).**
10.14 Prudential Supplemental Employee Savings Plan (incorporated by reference
to Exhibit 10.14 to Prudential Financial, Inc.'s Registration Statement
on Form S-1 (No. 333-58524)).**
10.15 Prudential Severance Plan for Senior Executives (incorporated by
reference to Exhibit 10.15 to Prudential Financial, Inc.'s Registration
Statement on Form S-1 (No. 333-58524)).**
12.1 Statement of Ratio of Earnings to Fixed Charges.**
21.1 Subsidiaries of Prudential Financial, Inc. (incorporated by reference to
Exhibit 21.1 to Prudential Financial, Inc.'s Registration Statement on
Form S-1 (No. 333-58524)).**
23.1 Consent of PricewaterhouseCoopers LLP.**
23.2 Consent of Sullivan & Cromwell (included in Exhibit 5.1).**
23.3 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).**
23.4 Consent of McCarter & English, LLP (included in Exhibit 5.3).**
23.5 Consent of Milliman USA.**
23.6 Consent of PricewaterhouseCoopers.**
23.7 Consent of McDermott, Will & Emery (included in Exhibit 8.1).
24.1 Powers of Attorney.**
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939
of JPMorgan Chase Bank as trustee under the Indenture.**
25.2 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939
of JPMorgan Chase Bank, as property trustee under the Amended and
Restated Declaration of Trust for Prudential Financial Capital Trust I.**
25.3 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939
of JPMorgan Chase Bank, as guarantee trustee under the Redeemable Capital
Securities Guarantee Agreement.**
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** Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Newark, New Jersey on
the 28th day of November, 2001.
Prudential Financial, Inc.
/s/ RICHARD J. CARBONE
By: _____________________________
Name: Richard J. Carbone
Title: Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 28, 2001:
Name Title
---- -----
/s/ ARTHUR F. RYAN*
______________________________________ Chairman, Chief Executive
Arthur F. Ryan Officer, President and
Director
/s/ RICHARD J. CARBONE*
______________________________________ Chief Financial Officer
Richard J. Carbone (Principal Financial
Officer)
/s/ ANTHONY S. PISZEL*
______________________________________ Controller
Anthony S. Piszel (Principal Accounting
Officer)
/s/ FRANKLIN E. AGNEW*
______________________________________ Director
Franklin E. Agnew
/s/ FREDERIC K. BECKER*
______________________________________ Director
Frederic K. Becker
/s/ GILBERT F. CASELLAS*
______________________________________ Director
Gilbert F. Casellas
/s/ JAMES G. CULLEN*
______________________________________ Director
James G. Cullen
/s/ CAROLYNE K. DAVIS*
______________________________________ Director
Carolyne K. Davis
/s/ ALLAN D. GILMOUR*
______________________________________ Director
Allan D. Gilmour
/s/ WILLIAM H. GRAY, III*
______________________________________ Director
William H. Gray, III
/s/ JON F. HANSON*
______________________________________ Director
Jon F. Hanson
/s/ GLEN H. HINER*
______________________________________ Director
Glen H. Hiner
Name Title
---- -----
CONSTANCE J. HORNER* Director
______________________________________
Constance J. Horner
GAYNOR N. KELLEY* Director
_____________________________________
Gaynor N. Kelley
BURTON G. MALKIEL* Director
______________________________________
Burton G. Malkiel
IDA F. S. SCHMERTZ* Director
______________________________________
Ida F. S. Schmertz
CHARLES R. SITTER* Director
______________________________________
Charles R. Sitter
DONALD L. STAHELI* Director
______________________________________
Donald L. Staheli
RICHARD M. THOMSON* Director
______________________________________
Richard M. Thomson
JAMES A. UNRUH* Director
______________________________________
James A. Unruh
PINDAROS R. VAGELOS* Director
______________________________________
Pindaros R. Vagelos
STANLEY C. VAN NESS* Director
______________________________________
Stanley C. Van Ness
PAUL A. VOLCKER* Director
______________________________________
Paul A. Volcker
/s/ RICHARD J. CARBONE
By: *_________________________________
Richard J. Carbone, Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Act, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newark, New Jersey on November 28, 2001.
Prudential Financial Capital Trust I
By Prudential Financial, Inc., as
sponsor
/s/ C. EDWARD CHAPLIN
By: _________________________________
Name: C. Edward Chaplin
Title:Senior V.P. & Treasurer
Index to Exhibits
Sequentially
Exhibit Numbered
No. Description Page
------- ------------------------------------------------------- ------------
1.1 Form of Underwriting Agreement.
2.1 Plan of Reorganization (incorporated by reference to
Exhibit 2.1 to Prudential Financial, Inc.'s
Registration Statement on Form S-1 (No. 333-58524)).**
3.1 Form of Amended and Restated Certificate of
Incorporation of Prudential Financial, Inc.
(incorporated by reference to Exhibit 3.1 to Prudential
Financial, Inc.'s Registration Statement on Form S-1
(No. 333-58524)).**
3.2 Form of By-Laws of Prudential Financial, Inc.
(incorporated by reference to Exhibit 3.2 to Prudential
Financial, Inc.'s Registration Statement on Form S-1
(No. 333-58524)).**
4.1 Form of Indenture between Prudential Financial, Inc.
and JPMorgan Chase Bank, as trustee, relating to the
debt securities.
4.2 Form of First Supplemental Indenture between Prudential
Financial, Inc. and JPMorgan Chase Bank, as trustee,
relating to the Debentures.
4.3 Certificate of Trust of Prudential Financial Capital
Trust I.**
4.4 Declaration of Trust of Prudential Financial Capital
Trust I.**
4.5 Form of Amended and Restated Declaration of Trust of
Prudential Financial Capital Trust I.
4.6 Form of Redeemable Capital Securities Guarantee
Agreement for Prudential Financial Capital Trust I.
4.7 Form of Redeemable Capital Security Certificate of
Prudential Financial Capital Trust I (included in
Exhibit 4.5).
4.8 Form of Purchase Contract Agreement.
4.9 Form of Common Securities Guarantee Agreement.
4.10 Form of Pledge Agreement.
4.11 Form of Debenture (included in Exhibit 4.2).
4.12 Form of Normal Unit (included in Exhibit 4.8).
4.13 Form of Stripped Unit (included in Exhibit 4.8).
4.14 Form of certificate for the Common Stock of Prudential
Financial, Inc., par value $.01 per share (incorporated
by reference to Exhibit 4.1 to Prudential Financial,
Inc.'s Registration Statement on Form S-1 (No. 333-
58524)).**
4.15 Form of Shareholders' Rights Plan (incorporated by
reference to Exhibit 4.2 to Prudential Financial,
Inc.'s Registration Statement on Form S-1 (No. 333-
58524)).**
4.16 Upon the request of the Securities and Exchange
Commission, Prudential Financial, Inc. will furnish
copies of all instruments defining the rights of
holders of long-term debt of Prudential Financial, Inc.
4.17 Subscription Agreement for Class B Stock (incorporated
by reference to Exhibit 4.4 to Prudential Financial,
Inc.'s Registration Statement on Form S-1 (No. 333-
58524)).**
4.18 Commitment letter relating to insurance of the IHC debt
(incorporated by reference to Exhibit 4.5 to Prudential
Financial, Inc.'s Registration Statement on Form S-1
(No. 333-58524)).**
4.19 Inter-Business Transfer and Allocation Policies
relating to the Financial Services Businesses and the
Closed Block Business (incorporated by reference to
Exhibit 4.6 to Prudential Financial, Inc.'s
Registration Statement on Form S-1 (No. 333-58524)).**
Sequentially
Exhibit Numbered
No. Description Page
------- ------------------------------------------------------- ------------
5.1 Opinion of Sullivan & Cromwell.**
5.2 Opinion of Richards, Layton & Finger, P.A.**
5.3 Opinion of McCarter & English, LLP.**
8.1 Form of opinion of McDermott, Will & Emery as to certain tax
matters.
10.1 Support Agreement between the Prudential Insurance
Company of America and Prudential Funding Corporation
dated as of March 18, 1982 (incorporated by reference
to Exhibit 10.1 to Prudential Financial, Inc.'s
Registration Statement on Form S-1 (No. 333-58524)).**
10.2 Stipulation of Settlement--United States District Court
for the District of New Jersey, in re: The Prudential
Insurance Company of America Sales Practices
Litigation, MDL No. 1061, Master Docket No. 95-4704
(AMW) (Document dated October 28, 1996) (incorporated
by reference to Exhibit 10.2 to Prudential Financial,
Inc.'s Registration Statement on Form S-1 (No. 333-
58524)).**
10.3 Amendment to Stipulation of Settlement--United States
District Court for the District of New Jersey, in re:
The Prudential Insurance Company of America Sales
Practices Litigation, MDL No. 1061, Master Docket No.
95-4704 (AMW) (Original filed February 24, 1997)
(Document dated February 22, 1997) (incorporated by
reference to Exhibit 10.3 to Prudential Financial,
Inc.'s Registration Statement on Form S-1 (No. 333-
58524)).**
10.4 The Prudential Insurance Company of America Deferred
Compensation Plan (incorporated by reference to Exhibit
10.4 to Prudential Financial, Inc.'s Registration
Statement on Form S-1 (No. 333-58524)).**
10.5 The Prudential Deferred Compensation Plan for Non-
Employee Directors (incorporated by reference to
Exhibit 10.5 to Prudential Financial, Inc.'s
Registration Statement on Form S-1 (No. 333-58524)).**
10.6 The Pension Plan for Non-Employee Directors of The
Prudential Insurance Company of America (incorporated
by reference to Exhibit 10.6 to Prudential Financial,
Inc.'s Registration Statement on Form S-1 (No. 333-
58524)).**
10.7 2001 Prudential Long-Term Performance Unit Plan
(incorporated by reference to Exhibit 10.7 to
Prudential Financial, Inc.'s Registration Statement on
Form S-1 (No. 333-58524)).**
10.8 2000 Prudential Long-Term Performance Unit Plan
(incorporated by reference to Exhibit 10.8 to
Prudential Financial, Inc.'s Registration Statement on
Form S-1 (No. 333-58524)).**
10.9 1999 Prudential Long-Term Performance Unit Plan
(incorporated by reference to Exhibit 10.9 to
Prudential Financial, Inc.'s Registration Statement on
Form S-1 (No. 333-58524)).**
10.10 1998 Amended Prudential Long-Term Performance Unit Plan
(incorporated by reference to Exhibit 10.10 to
Prudential Financial, Inc.'s Registration Statement on
Form S-1 (No. 333-58524)).**
10.11 1998 Prudential Annual Incentive Plan (incorporated by
reference to Exhibit 10.11 to Prudential Financial,
Inc.'s Registration Statement on Form S-1 (No. 333-
58524)).**
10.12 Prudential Financial, Inc. Stock Option Plan
(incorporated by reference to Exhibit 10.12 to
Prudential Financial, Inc.'s Registration Statement on
Form S-1 (No. 333-58524)).**
10.13 Prudential Supplemental Retirement Plan (incorporated
by reference to Exhibit 10.13 to Prudential Financial,
Inc.'s Registration Statement on Form S-1 (No. 333-
58524)).**
10.14 Prudential Supplemental Employee Savings Plan
(incorporated by reference to Exhibit 10.14 to
Prudential Financial, Inc.'s Registration Statement on
Form S-1 (No. 333-58524)).**
10.15 Prudential Severance Plan for Senior Executives
(incorporated by reference to Exhibit 10.15 to
Prudential Financial, Inc.'s Registration Statement on
Form S-1 (No. 333-58524)).**
Sequentially
Exhibit Numbered
No. Description Page
------- ------------------------------------------------------- ------------
12.1 Statement of Ratio of Earnings to Fixed Charges.**
21.1 Subsidiaries of Prudential Financial, Inc.
(incorporated by reference to Exhibit 21.1 to
Prudential Financial, Inc.'s Registration Statement on
Form S-1 (No. 333-58524)).**
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Sullivan & Cromwell (included in Exhibit
5.1).**
23.3 Consent of Richards, Layton & Finger, P.A. (included in
Exhibit 5.2).**
23.4 Consent of McCarter & English, LLP (included in Exhibit
5.3).**
23.5 Consent of Milliman USA.**
23.6 Consent of PricewaterhouseCoopers.**
23.7 Consent of McDermott, Will & Emery (included in Exhibit
8.1).
24.1 Powers of Attorney.**
25.1 Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of JPMorgan Chase Bank, as
trustee under the Indenture.**
25.2 Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of JPMorgan Chase Bank, as
property trustee under the Amended and Restated
Declaration of Trust for Prudential Financial Capital
Trust I.**
25.3 Form T-1 Statement of Eligibility for JPMorgan Chase
Bank, as guarantee trustee under the Redeemable Capital
Securities Guarantee Agreement.**
--------
**Previously filed.