Common use of Form of Debenture Clause in Contracts

Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - This Debenture is a Global Debenture within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository or a nominee of the Depository. This Debenture is exchangeable for Debentures registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Debenture (other than a transfer of this Debenture as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in limited circumstances. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Debenture issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment 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.] No. ___________________ CUSIP No. ______________ $_____________________ PRUDENTIAL FINANCIAL, INC. _____% DEBENTURE DUE 2006 PRUDENTIAL FINANCIAL, INC., a New Jersey corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________, or registered assigns, the principal sum of United States dollars ______ ($______________) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE OR IS A PLEDGED DEBENTURE UNDER THE PURCHASE CONTRACT AGREEMENT, INSERT -- or such other principal amount reflected in the Schedule of Increases or Decreases in [Global Debenture Certificate] [Pledged Debenture Certificate] attached hereto] on ________, 2006 (such date is hereinafter referred to as the "Stated Maturity Date"), and to pay interest on said principal sum from ____________, 2004, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly in arrears (subject to deferral as set forth herein) on _________, _________, _________, and _________ of each year, commencing on _________, 2002, (i) initially at the rate of ___% per annum through and including the Initial Remarketing Date or the applicable Subsequent Remarketing Date, as the case may be, and at the Reset Rate thereafter and, (ii) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all interest payments after _______, 2004 [Insert stock purchase date], in each case until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest (x) at the rate of ___% through and including the Initial Remarketing Date or the applicable Subsequent Remarketing Date, as the case may be, and at the Reset Rate thereafter, and, (y) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all payments after _______, 2004 [Insert stock purchase date], in each case until the principal hereof shall have become due and payable, compounded quarterly. The interest rate will be reset during the Initial Remarketing Period or any Subsequent Remarketing Period, as the case may be, to the Reset Rate (as determined by the Reset Agent); provided, however, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until the Capital Securities are successfully remarketed pursuant to the Purchase Contract Agreement; and provided, further, that if there has been a Last Failed Remarketing, the interest rate will be equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all interest payments after __________, 2004 [Insert stock purchase date]. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day period based on 30-day months. In the event that any date on which interest is payable on, or on which any action required under the Indenture is to be taken with respect to, this Debenture is not a Business Day, then payment of interest payable on such date will be made and the relevant action will be taken on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar month or calendar year, as applicable, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose name this Debenture is registered at the close of business on the regular record date for such interest installment, which, in respect of (i) Debentures of which the Property Trustee is the Holder and the Capital Securities are in book-entry only form or (ii) a Global Debenture, shall be the close of business on the Business Day next preceding that Interest Payment Date. Notwithstanding the foregoing sentence, if (i) the Debentures are held by the Property Trustee and the Capital Securities are no longer in book-entry only form or (ii) the Debentures are not represented by a Global Debenture, the record dates for such interest installment will be the close of business on the 15/th/ day (whether or not a Business Day) prior to an Interest Payment Date. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Debentures not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange all as more fully provided in the Indenture. All payments with respect to the Debentures shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the Person entitled thereto at such address as shall appear in the Register or by wire transfer to an account appropriately designated by such Person. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Property Trustee, the Purchase Contract Agent or the Collateral Agent, the payment of the principal of (and premium, if any) and interest on this Debenture will be made at such place and to such account as may be designated in writing by the Property Trustee or the Collateral Agent. So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time, and from time to time, during the term of this Debenture, to defer payments of interest by extending the interest payment period of such Debenture for a period not extending, in the aggregate, beyond the Stated Maturity Date, provided that any such period shall end on an Interest Payment Date (the "Deferral Period"), during which Deferral Period no interest shall be due and payable. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to the provisions of this Debenture, will bear interest thereon (i) at the rate of ___% through and including the Initial Remarketing Date or the applicable Subsequent Remarketing Date, as the case may be, and at the Reset Rate thereafter, and (ii) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Treasury Benchmark Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all interest payments after __________, 2004 [Insert stock purchase date], compounded quarterly for each quarter of the Deferral Period ("Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and unpaid on this Debenture and Compounded Interest (together, "Deferred Interest") that shall be payable to the Holders of this Debenture in whose names this Debenture is registered in the Register on the record date immediately preceding the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and further extensions thereof shall not extend beyond the Stated Maturity Date, provided that any such period shall end on an Interest Payment Date. Upon the termination of any Deferral Period and the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during any Deferral Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of a Deferral Period. The Company shall give the Trustee written notice of the Company's election to begin a Deferral Period for this Debenture and any shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such Debenture or distributions on the Capital Securities are payable or (ii) the date the trustees of the Trust are required to give notice to the New York Stock Exchange or other applicable self- regulatory organization or to holders of the Capital Securities of the record date or the date such Distributions are payable, but in any event not less than five Business Days prior to such record date. The Company shall give or cause the Trustee to give notice at the Company's expense (a form of which shall be provided by the Company to the Trustee) of the Company's election to begin, shorten or extend a Deferral Period to the Holders by first class mail, postage prepaid. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Debenture are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. In Witness Whereof, the Company has caused this instrument to be executed. PRUDENTIAL FINANCIAL, INC. By: _________________________ Name: Title: CERTIFICATE OF AUTHENTICATION This is one of the Debentures of the series designated therein referred to in the within-mentioned Indenture. Dated: JPMORGAN CHASE BANK, as Trustee By: _________________________ Authorized Officer (FORM OF REVERSE OF DEBENTURE) This Debenture is one of a duly authorized series of the debentures of the Company (herein sometimes referred to as the "Securities"), specified in the Indenture hereinafter referred to, all issued or to be issued in one or more series under and pursuant to an Indenture dated as of ______, 2001 (the "Base Indenture"), duly executed and delivered between the Company and JPMorgan Chase Bank, as Trustee (the "Trustee") (such Base Indenture as supplemented by the First Supplemental Indenture, dated ______, 2001, the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Securities. By the terms of the Indenture, the Securities are issuable in series that may vary as to amount, date of maturity, rate of interest and in other respects as provided in the Indenture. This Debenture is one of the series designated on the face hereof (the "Debentures"), limited in aggregate principal amount as specified in said First Supplemental Indenture. The Debentures are not entitled to the benefit of any sinking fund and are not redeemable prior to maturity. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debentures may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of, among other things, adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities; provided, however, that, among other things, no such supplemental indenture shall (i) reduce the principal amount thereof, or change the rate or extend the time of payment of interest thereon (except in connection with a Deferral Period), or change any premium payable upon the redemption thereof, without the consent of the Holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of each Security then outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of any series at the time outstanding affected thereby, on behalf of all of the Holders of the Securities of such series, to waive a Default or Event of Default with respect to such series, and its consequences, except a Default or Event of Default in the payment of the principal of or premium, if any, or interest on any of the Securities of such series or a Default in respect of a provision that under Section 9.2 of the Base Indenture cannot be amended without the consent of each holder affected thereby. Any such consent or waiver by the registered Holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Debenture and of any Debenture issued in exchange for or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if

Form of Debenture. The Debentures and the Trustee's Certificate certificate of Authentication authentication to be endorsed thereon are to be substantially in the following forms: (FACE OF DEBENTURE) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - ; INSERT-This Debenture is a Global Debenture within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository a Depositary or a nominee of the Depositorya Depositary. This Debenture is exchangeable for Debentures registered in the name of a person other than the Depository Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Debenture (other than a transfer of this Debenture as a whole by the Depository Depositary to a nominee of the Depository Depositary or by a nominee of the Depository Depositary to the Depository Depositary or another nominee of the DepositoryDepositary) may be registered except in limited circumstances. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Debenture issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment 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.] No. ___________________ CUSIP No. ______________ $_____________________ PRUDENTIAL FINANCIALCOUNTRYWIDE HOME LOANS, INC. ______% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE 2006 PRUDENTIAL FINANCIAL______ COUNTRYWIDE HOME LOANS, INC., a New Jersey York corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ____________ or registered assigns, the principal sum of _______________, or registered assigns, the principal sum of United States dollars ______ Dollars ($_______________ ) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE OR IS A PLEDGED DEBENTURE UNDER THE PURCHASE CONTRACT AGREEMENT, INSERT -- or such other principal amount reflected in the Schedule of Increases or Decreases in [Global Debenture Certificate] [Pledged Debenture Certificate] attached hereto] on ________ __, 2006 (such date is hereinafter referred to as the "Stated Maturity Date")20___, and to pay interest on said principal sum from ___________ __, 2004199_, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly in arrears (subject to deferral as set forth herein) in arrears on _________March 31, _________June 30, _________, September 30 and _December 31 of each year commencing ________ of each year, commencing on _________, 2002199__, (i) initially at the rate of ______% per annum through and including the Initial Remarketing Date or the applicable Subsequent Remarketing Date, as the case may be, and at the Reset Rate thereafter and, (ii) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all interest payments after _______, 2004 [Insert stock purchase date], in each case until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest (x) at the same rate of ___% through and including the Initial Remarketing Date or the applicable Subsequent Remarketing Date, as the case may be, and at the Reset Rate thereafter, and, (y) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all payments after _______, 2004 [Insert stock purchase date], in each case until the principal hereof shall have become due and payable, per annum compounded quarterly. The interest rate will be reset during the Initial Remarketing Period or any Subsequent Remarketing Period, as the case may be, to the Reset Rate (as determined by the Reset Agent); provided, however, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until the Capital Securities are successfully remarketed pursuant to the Purchase Contract Agreement; and provided, further, that if there has been a Last Failed Remarketing, the interest rate will be equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all interest payments after __________, 2004 [Insert stock purchase date]. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day period based on 30-day months. In the event that any date on which interest is payable on, or on which any action required under the Indenture is to be taken with respect to, this Debenture is not a Business Day, then payment of interest payable on such date will be made and the relevant action will be taken on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar month or calendar year, as applicable, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the person Person in whose name this Debenture (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment, which, in respect of (i) Debentures of which the Property Trustee is the Holder and the Capital Securities are in book-entry only form or (ii) a Global Debenture, shall be the close of business on the Business Day next preceding that such Interest Payment Date. Notwithstanding the foregoing sentence, if (i) the Debentures are held by the Property Trustee and the Capital Securities are no longer in book-entry only form or (ii) the Debentures are not represented by a Global Debenture, the record dates for such interest installment will [IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE DEBENTURES ARE NO LONGER REPRESENTED BY A GLOBAL Debenture -- which shall be the close of business on the 15/th/ day (whether or not a ____ Business Day) prior to an Day next preceding such Interest Payment Date. .] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders holders of this series of Debentures not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange exchange, all as more fully provided in the Indenture. All payments with respect to The principal of (and premium, if any) and the Debentures interest on this Debenture shall be payable at the office or agency of the Trustee (or other paying agent appointed by the Company) maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the -------- ------- option of the Company by check mailed to the Person entitled thereto registered holder at such address as shall appear in the Register or by wire transfer to an account appropriately designated by such PersonSecurity Register. Notwithstanding the foregoing, so long as the Holder holder of this Debenture is the Property Institutional Trustee, the Purchase Contract Agent or the Collateral Agent, the payment of the principal of (and premium, if any) and interest on this Debenture will be made at such place and to such account as may be designated in writing by the Property Trustee or Institutional Trustee. The indebtedness evidenced by this Debenture is, to the Collateral Agent. So long as no Event extent provided in the Indenture, subordinate and junior in right of Default has occurred and is continuing, payment to the Company shall have the right at any timeprior payment in full of all Senior Indebtedness, and from time this Debenture is issued subject to time, during the term provisions of the Indenture with respect thereto. Each holder of this Debenture, by accepting the same, (a) agrees to defer payments of interest by extending the interest payment period of such Debenture for a period not extending, in the aggregate, beyond the Stated Maturity Date, provided that any such period shall end on an Interest Payment Date (the "Deferral Period"), during which Deferral Period no interest and shall be due bound by such provisions, (b) authorizes and payable. To directs the extent permitted by applicable law, interest, Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the payment of which has been deferred because of the extension of the interest payment period pursuant to the provisions of this Debenture, will bear interest thereon (i) at the rate of ___% through and including the Initial Remarketing Date or the applicable Subsequent Remarketing Date, as the case may be, and at the Reset Rate thereafter, subordination so provided and (iic) if there has been a Last Failed Remarketing, at a rate equal to appoints the sum of the TwoTrustee his or her attorney-Year Treasury Benchmark Rate in- fact for any and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all interest payments after __________, 2004 [Insert stock purchase date], compounded quarterly for each quarter of the Deferral Period ("Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and unpaid on this Debenture and Compounded Interest (together, "Deferred Interest") that shall be payable to the Holders of this Debenture in whose names this Debenture is registered in the Register on the record date immediately preceding the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and further extensions thereof shall not extend beyond the Stated Maturity Datepurposes. Each holder hereof, provided that any such period shall end on an Interest Payment Date. Upon the termination of any Deferral Period and the payment of by his or her acceptance hereof, hereby waives all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during any Deferral Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of a Deferral Period. The Company shall give the Trustee written notice of the Company's election to begin a Deferral Period for this Debenture and any shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such Debenture or distributions on the Capital Securities are payable or (ii) the date the trustees acceptance of the Trust are required to give notice to subordination provisions contained herein and in the New York Stock Exchange Indenture by each holder of Senior Indebtedness, whether now outstanding or other applicable self- regulatory organization or to holders of the Capital Securities of the record date or the date hereafter incurred, and waives reliance by each such Distributions are payable, but in any event not less than five Business Days prior to such record date. The Company shall give or cause the Trustee to give notice at the Company's expense (a form of which shall be provided by the Company to the Trustee) of the Company's election to begin, shorten or extend a Deferral Period to the Holders by first class mail, postage prepaidholder upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose until the Certificate certificate of Authentication authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Debenture are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. In Witness Whereof, the Company has caused this instrument to be executed. PRUDENTIAL FINANCIAL, INC. By: _________________________ Name: Title: CERTIFICATE OF AUTHENTICATION This is one of the Debentures of the series designated therein referred to in the within-mentioned Indenture. Dated: JPMORGAN CHASE BANK, as Trustee By: _________________________ Authorized Officer (FORM OF REVERSE OF DEBENTURE) This Debenture is one of a duly authorized series of the debentures of the Company (herein sometimes referred to as the "Securities"), specified in the Indenture hereinafter referred to, all issued or to be issued in one or more series under and pursuant to an Indenture dated as of ______, 2001 (the "Base Indenture"), duly executed and delivered between the Company and JPMorgan Chase Bank, as Trustee (the "Trustee") (such Base Indenture as supplemented by the First Supplemental Indenture, dated ______, 2001, the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Securities. By the terms of the Indenture, the Securities are issuable in series that may vary as to amount, date of maturity, rate of interest and in other respects as provided in the Indenture. This Debenture is one of the series designated on the face hereof (the "Debentures"), limited in aggregate principal amount as specified in said First Supplemental Indenture. The Debentures are not entitled to the benefit of any sinking fund and are not redeemable prior to maturity. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debentures may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of, among other things, adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities; provided, however, that, among other things, no such supplemental indenture shall (i) reduce the principal amount thereof, or change the rate or extend the time of payment of interest thereon (except in connection with a Deferral Period), or change any premium payable upon the redemption thereof, without the consent of the Holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of each Security then outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of any series at the time outstanding affected thereby, on behalf of all of the Holders of the Securities of such series, to waive a Default or Event of Default with respect to such series, and its consequences, except a Default or Event of Default in the payment of the principal of or premium, if any, or interest on any of the Securities of such series or a Default in respect of a provision that under Section 9.2 of the Base Indenture cannot be amended without the consent of each holder affected thereby. Any such consent or waiver by the registered Holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Debenture and of any Debenture issued in exchange for or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if .

Form of Debenture. The Debentures and the Trustee's Certificate certificate of Authentication authentication to be endorsed thereon are to be substantially in the following forms: (FACE OF DEBENTURE) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - ; INSERT-This Debenture is a Global Debenture within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository a Depositary or a nominee of the Depositorya Depositary. This Debenture is exchangeable for Debentures registered in the name of a person other than the Depository Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Debenture (other than a transfer of this Debenture as a whole by the Depository Depositary to a nominee of the Depository Depositary or by a nominee of the Depository Depositary to the Depository Depositary or another nominee of the DepositoryDepositary) may be registered except in limited circumstances. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Debenture issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment 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.] No. ___________________ CUSIP No. ______________ $_____________________ PRUDENTIAL FINANCIALCOUNTRYWIDE HOME LOANS, INC. ______% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE 2006 PRUDENTIAL FINANCIAL______ COUNTRYWIDE HOME LOANS, INC., a New Jersey York corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ____________ or registered assigns, the principal sum of _______________, or registered assigns, the principal sum of United States dollars ______ Dollars ($_______________ ) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE OR IS A PLEDGED DEBENTURE UNDER THE PURCHASE CONTRACT AGREEMENTon December 1 , INSERT -- or such other principal amount reflected in the Schedule of Increases or Decreases in [Global Debenture Certificate] [Pledged Debenture Certificate] attached hereto] on ________, 2006 (such date is hereinafter referred to as the "Stated Maturity Date")2026, and to pay interest on said principal sum from ___________ __, 2004199_, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly in arrears semiannually (subject to deferral as set forth herein) in arrears on _________, _________, _________, June 1 and _________ December 1 of each yearyear commencing June 1, commencing on _________1997, 2002, (i) initially at the rate of ______% per annum through and including the Initial Remarketing Date or the applicable Subsequent Remarketing Date, as the case may be, and at the Reset Rate thereafter and, (ii) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all interest payments after _______, 2004 [Insert stock purchase date], in each case until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest (x) at the same rate of ___% through and including the Initial Remarketing Date or the applicable Subsequent Remarketing Date, as the case may be, and at the Reset Rate thereafter, and, (y) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all payments after _______, 2004 [Insert stock purchase date], in each case until the principal hereof shall have become due and payable, per annum compounded quarterly. The interest rate will be reset during the Initial Remarketing Period or any Subsequent Remarketing Period, as the case may be, to the Reset Rate (as determined by the Reset Agent); provided, however, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until the Capital Securities are successfully remarketed pursuant to the Purchase Contract Agreement; and provided, further, that if there has been a Last Failed Remarketing, the interest rate will be equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all interest payments after __________, 2004 [Insert stock purchase date]semiannually. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day period based on 30-day months. In the event that any date on which interest is payable on, or on which any action required under the Indenture is to be taken with respect to, this Debenture is not a Business Day, then payment of interest payable on such date will be made and the relevant action will be taken on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar month or calendar year, as applicable, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the person Person in whose name this Debenture (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment, which, in respect of (i) Debentures of which the Property Trustee is the Holder and the Capital Securities are in book-entry only form or (ii) a Global Debenture, shall be the close of business on the Business Day next preceding that such Interest Payment Date. Notwithstanding the foregoing sentence, if (i) the Debentures are held by the Property Trustee and the Capital Securities are no longer in book-entry only form or (ii) the Debentures are not represented by a Global Debenture, the record dates for such interest installment will [IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE DEBENTURES ARE NO LONGER REPRESENTED BY A GLOBAL Debenture -- which shall be the close of business on the 15/th/ day (whether or not a ____ Business Day) prior to an Day next preceding such Interest Payment Date. .] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders holders of this series of Debentures not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange exchange, all as more fully provided in the Indenture. All payments with respect to The principal of (and premium, if any) and the Debentures interest on this Debenture shall be payable at the office or agency of the Trustee (or other paying agent appointed by the Company) maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the -------- ------- option of the Company by check mailed to the Person entitled thereto registered holder at such address as shall appear in the Register or by wire transfer to an account appropriately designated by such PersonSecurity Register. Notwithstanding the foregoing, so long as the Holder holder of this Debenture is the Property Institutional Trustee, the Purchase Contract Agent or the Collateral Agent, the payment of the principal of (and premium, if any) and interest on this Debenture will be made at such place and to such account as may be designated in writing by the Property Trustee or Institutional Trustee. The indebtedness evidenced by this Debenture is, to the Collateral Agent. So long as no Event extent provided in the Indenture, subordinate and junior in right of Default has occurred and is continuing, payment to the Company shall have the right at any timeprior payment in full of all Senior Indebtedness, and from time this Debenture is issued subject to time, during the term provisions of the Indenture with respect thereto. Each holder of this Debenture, by accepting the same, (a) agrees to defer payments of interest by extending the interest payment period of such Debenture for a period not extending, in the aggregate, beyond the Stated Maturity Date, provided that any such period shall end on an Interest Payment Date (the "Deferral Period"), during which Deferral Period no interest and shall be due bound by such provisions, (b) authorizes and payable. To directs the extent permitted by applicable law, interest, Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the payment of which has been deferred because of the extension of the interest payment period pursuant to the provisions of this Debenture, will bear interest thereon (i) at the rate of ___% through and including the Initial Remarketing Date or the applicable Subsequent Remarketing Date, as the case may be, and at the Reset Rate thereafter, subordination so provided and (iic) if there has been a Last Failed Remarketing, at a rate equal to appoints the sum of the TwoTrustee his or her attorney-Year Treasury Benchmark Rate in- fact for any and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all interest payments after __________, 2004 [Insert stock purchase date], compounded quarterly for each quarter of the Deferral Period ("Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and unpaid on this Debenture and Compounded Interest (together, "Deferred Interest") that shall be payable to the Holders of this Debenture in whose names this Debenture is registered in the Register on the record date immediately preceding the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and further extensions thereof shall not extend beyond the Stated Maturity Datepurposes. Each holder hereof, provided that any such period shall end on an Interest Payment Date. Upon the termination of any Deferral Period and the payment of by his or her acceptance hereof, hereby waives all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during any Deferral Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of a Deferral Period. The Company shall give the Trustee written notice of the Company's election to begin a Deferral Period for this Debenture and any shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such Debenture or distributions on the Capital Securities are payable or (ii) the date the trustees acceptance of the Trust are required to give notice to subordination provisions contained herein and in the New York Stock Exchange Indenture by each holder of Senior Indebtedness, whether now outstanding or other applicable self- regulatory organization or to holders of the Capital Securities of the record date or the date hereafter incurred, and waives reliance by each such Distributions are payable, but in any event not less than five Business Days prior to such record date. The Company shall give or cause the Trustee to give notice at the Company's expense (a form of which shall be provided by the Company to the Trustee) of the Company's election to begin, shorten or extend a Deferral Period to the Holders by first class mail, postage prepaidholder upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose until the Certificate certificate of Authentication authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Debenture are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. In Witness Whereof, the Company has caused this instrument to be executed. PRUDENTIAL FINANCIAL, INC. By: _________________________ Name: Title: CERTIFICATE OF AUTHENTICATION This is one of the Debentures of the series designated therein referred to in the within-mentioned Indenture. Dated: JPMORGAN CHASE BANK, as Trustee By: _________________________ Authorized Officer (FORM OF REVERSE OF DEBENTURE) This Debenture is one of a duly authorized series of the debentures of the Company (herein sometimes referred to as the "Securities"), specified in the Indenture hereinafter referred to, all issued or to be issued in one or more series under and pursuant to an Indenture dated as of ______, 2001 (the "Base Indenture"), duly executed and delivered between the Company and JPMorgan Chase Bank, as Trustee (the "Trustee") (such Base Indenture as supplemented by the First Supplemental Indenture, dated ______, 2001, the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Securities. By the terms of the Indenture, the Securities are issuable in series that may vary as to amount, date of maturity, rate of interest and in other respects as provided in the Indenture. This Debenture is one of the series designated on the face hereof (the "Debentures"), limited in aggregate principal amount as specified in said First Supplemental Indenture. The Debentures are not entitled to the benefit of any sinking fund and are not redeemable prior to maturity. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debentures may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of, among other things, adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities; provided, however, that, among other things, no such supplemental indenture shall (i) reduce the principal amount thereof, or change the rate or extend the time of payment of interest thereon (except in connection with a Deferral Period), or change any premium payable upon the redemption thereof, without the consent of the Holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of each Security then outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of any series at the time outstanding affected thereby, on behalf of all of the Holders of the Securities of such series, to waive a Default or Event of Default with respect to such series, and its consequences, except a Default or Event of Default in the payment of the principal of or premium, if any, or interest on any of the Securities of such series or a Default in respect of a provision that under Section 9.2 of the Base Indenture cannot be amended without the consent of each holder affected thereby. Any such consent or waiver by the registered Holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Debenture and of any Debenture issued in exchange for or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if .

Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - This Debenture is a Global Debenture within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository or a nominee of the Depository. This Debenture is exchangeable for Debentures registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Debenture (other than a transfer of this Debenture as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in limited circumstances. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Debenture issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment 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.] No. ___________________ CUSIP No▇▇. ______________ ▇▇▇▇▇▇▇▇▇ $_____________________ PRUDENTIAL FINANCIALANTHEM, INC. _____% SUBORDINATED DEBENTURE DUE 2006 PRUDENTIAL FINANCIALANTHEM, INC., a New Jersey an Indiana corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________, or registered assigns, the principal sum of United States dollars ______ dollars ($______________) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE OR IS A PLEDGED DEBENTURE UNDER THE PURCHASE CONTRACT AGREEMENT, INSERT -- or such other principal amount reflected in the Schedule of Increases or Decreases in [Global Debenture Certificate] [Pledged Debenture Certificate] attached hereto] on ________, 2006 (such date is hereinafter referred to as the "Stated Maturity Date"), and to pay interest on said principal sum from ____________, 20042001, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly in arrears (subject to deferral as set forth herein) on _________, _________, _________, and _________ of each year, commencing on _________, 2002, (i) initially at the rate of ___% per annum (the "Interest Rate") through and including the Initial Remarketing Date or the applicable Subsequent Remarketing Date, as the case may be, and at the Reset Rate thereafter and, (ii) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all interest payments after _________, 2004 [Insert stock purchase dateRemarketing Date], in each case and at the Reset Rate thereafter, until the principal hereof shall have become due and payable, and on is paid or made available for payment; provided that any overdue principal and premium, if any, and installment of interest which is overdue shall bear interest (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest (x) at the rate of Interest Rate through and including ___% through and including the Initial Remarketing Date or the applicable Subsequent , 2004 [Insert Remarketing Date, as the case may be, ] and at the Reset Rate thereafter, andfrom the dates such amounts are due until they are paid or made available for payment, (y) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from such interest shall be payable on demand; and after the Stock Purchase Date and effective for all payments after _______, 2004 [Insert stock purchase date], in each case until the principal hereof shall have become due and payable, compounded quarterly. The interest rate will be reset during the Initial Remarketing Period or any Subsequent Remarketing Period, as the case may be, to the Reset Rate (as determined by the Reset Agent); provided, howeverfurther, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until (i) the Capital Securities Debentures are successfully remarketed pursuant to the Purchase Contract Agreement; Agreement and provided, further, that the Remarketing Agreement or (ii) if there has been a the Last Failed RemarketingRemarketing shall have occurred, the interest rate will be equal to the sum principal of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective Debentures is paid or made available for all interest payments after __________, 2004 [Insert stock purchase date]payment. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day period based on 30-day months. In the event that any date on which interest is payable on, or on which any action required under the Indenture is to be taken with respect to, this Debenture is not a Business Day, then payment of interest payable on such date will be made and the relevant action will be taken on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar month or calendar year, as applicable, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose name this Debenture is registered at the close of business on the regular record date for such interest installment, which, in respect of (i) which as long as any Debentures of which the Property Trustee is the Holder and the Capital Securities are in book-entry only form or (ii) represented by a Global Debenture, Debenture shall be the close of business on the Business Day next preceding that such Interest Payment Date. Notwithstanding the foregoing sentence; provided, however, if (i) pursuant to the terms of the Indenture the Debentures are held by the Property Trustee and the Capital Securities are no longer in book-entry only form or (ii) the Debentures are not represented by a Global Debenture, the Company may select such regular record dates date for such interest installment will which shall be the close of business on the 15/th/ day (whether or not a more than one Business Day) Day but less than 60 Business Days prior to an Interest Payment Date. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Debentures not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange all as more fully provided in the Indenture. All payments with respect to The principal of and the Debentures interest on this Debenture shall be payable at the office Office or agency Agency of the Trustee Company maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the Person entitled thereto registered Holder at such address as shall appear in the Register or by wire transfer to an account appropriately designated by such Person. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Property Trustee, the Purchase Contract Agent or the Collateral Agent, the payment of the principal of (and premium, if any) and interest on this Debenture will be made at such place and to such account as may be designated in writing by the Property Trustee or the Collateral Agententitled thereto. So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time, and from time to time, during the term of this Debenture, to defer payments of interest by extending the interest payment period of such Debenture for a period not extending, in the aggregate, beyond the Stated Maturity Date, provided that any such period shall end on an Interest Payment Date (the "Deferral Period"), during which Deferral Period no interest shall be due and payable. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to the provisions of this Debenture, will bear interest thereon (i) at the rate of ___% through and including the Initial Remarketing Date or the applicable Subsequent Remarketing Date, as the case may be, and at the Reset Rate thereafter, and (ii) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Treasury Benchmark Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all interest payments after __________, 2004 [Insert stock purchase dateRemarketing Date], and at the Reset Rate thereafter, compounded quarterly for each quarter of the Deferral Period ("Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and unpaid on this Debenture and Compounded Interest (together, "Deferred Interest") that shall be payable to the Holders of this Debenture in whose names this Debenture is are registered in the Register on the first record date immediately preceding after the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and further extensions thereof shall not extend beyond the Stated Maturity Date, provided that any such period shall end on an Interest Payment Date. Upon the termination of any Deferral Period and the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during any Deferral Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of a Deferral Period. The Company shall give the Trustee written notice of the Company's election to begin a Deferral Period for this Debenture and any shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such Debenture or distributions on the Capital Securities are is payable or (ii) the date the trustees of the Trust are Company is required to give notice to the New York Stock Exchange or other applicable self- self-regulatory organization or to holders of the Capital Securities Debentures of the record date or the date such Distributions are interest is payable, but in any event not less than five Business Days prior to such record date. The Company shall give or cause the Trustee to give notice at the Company's expense (a form of which shall be provided by the Company to the Trustee) of the Company's election to begin, shorten or extend begin a Deferral Period to the Holders by first class mail, postage prepaid. The indebtedness evidenced by this Debenture is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness of the Company, and this Debenture is issued subject to such provisions of the Indenture with respect thereto. Each Holder of this Debenture, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Debenture are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. In Witness Whereof, the Company has caused this instrument to be executed. PRUDENTIAL FINANCIAL, INC. By: _________________________ Name: Title: CERTIFICATE OF AUTHENTICATION This is one of the Debentures of the series designated therein referred to in the within-mentioned Indenture. Dated: JPMORGAN CHASE BANK, as Trustee By: _________________________ Authorized Officer (FORM OF REVERSE OF DEBENTURE) This Debenture is one of a duly authorized series of the debentures of the Company (herein sometimes referred to as the "Securities"), specified in the Indenture hereinafter referred to, all issued or to be issued in one or more series under and pursuant to an Indenture dated as of ______, 2001 (the "Base Indenture"), duly executed and delivered between the Company and JPMorgan Chase Bank, as Trustee (the "Trustee") (such Base Indenture as supplemented by the First Supplemental Indenture, dated ______, 2001, the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Securities. By the terms of the Indenture, the Securities are issuable in series that may vary as to amount, date of maturity, rate of interest and in other respects as provided in the Indenture. This Debenture is one of the series designated on the face hereof (the "Debentures"), limited in aggregate principal amount as specified in said First Supplemental Indenture. The Debentures are not entitled to the benefit of any sinking fund and are not redeemable prior to maturity. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debentures may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of, among other things, adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities; provided, however, that, among other things, no such supplemental indenture shall (i) reduce the principal amount thereof, or change the rate or extend the time of payment of interest thereon (except in connection with a Deferral Period), or change any premium payable upon the redemption thereof, without the consent of the Holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of each Security then outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of any series at the time outstanding affected thereby, on behalf of all of the Holders of the Securities of such series, to waive a Default or Event of Default with respect to such series, and its consequences, except a Default or Event of Default in the payment of the principal of or premium, if any, or interest on any of the Securities of such series or a Default in respect of a provision that under Section 9.2 of the Base Indenture cannot be amended without the consent of each holder affected thereby. Any such consent or waiver by the registered Holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Debenture and of any Debenture issued in exchange for or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if .

Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - This Debenture is a Global Debenture within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository or a nominee of the Depository. This Debenture is exchangeable for Debentures registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Debenture (other than a transfer of this Debenture as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in limited circumstances. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Debenture issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment 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.] No. ___________________ CUSIP No. ______________ $_____________________ PRUDENTIAL FINANCIALANTHEM, INC. _____5.95% SUBORDINATED DEBENTURE DUE 2006 PRUDENTIAL FINANCIALANTHEM, INC., a New Jersey an Indiana corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________, or registered assigns, the principal sum of United States dollars ______ dollars ($______________) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE OR IS A PLEDGED DEBENTURE UNDER THE PURCHASE CONTRACT AGREEMENT, INSERT -- or such other principal amount reflected in the Schedule of Increases or Decreases in [Global Debenture Certificate] [Pledged Debenture Certificate] attached hereto] on ________November 15, 2006 (such date is hereinafter referred to as the "Stated Maturity Date"), and to pay interest on said principal sum from ____________November 2, 20042001, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly in arrears (subject to deferral as set forth herein) on _________February 15, _________May 15, _________, August 15 and _________ November 15 of each year, commencing on _________February 15, 2002, (i) initially at the rate of ___5.95% per annum (the "Interest Rate") through and including the Initial Remarketing Date or the applicable Subsequent Remarketing DateAugust 15, as the case may be2004, and at the Reset Rate thereafter andthereafter, (ii) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all interest payments after _______, 2004 [Insert stock purchase date], in each case until the principal hereof shall have become due and payable, and on is paid or made available for payment; provided that any overdue principal and premium, if any, and installment of interest which is overdue shall bear interest (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest (x) at the rate of ___% Interest Rate through and including the Initial Remarketing Date or the applicable Subsequent Remarketing DateAugust 15, as the case may be, 2004 and at the Reset Rate thereafter, andfrom the dates such amounts are due until they are paid or made available for payment, (y) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from such interest shall be payable on demand; and after the Stock Purchase Date and effective for all payments after _______, 2004 [Insert stock purchase date], in each case until the principal hereof shall have become due and payable, compounded quarterly. The interest rate will be reset during the Initial Remarketing Period or any Subsequent Remarketing Period, as the case may be, to the Reset Rate (as determined by the Reset Agent); provided, howeverfurther, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until (i) the Capital Securities Debentures are successfully remarketed pursuant to the Purchase Contract Agreement; Agreement and provided, further, that the Remarketing Agreement or (ii) if there has been a the Last Failed RemarketingRemarketing shall have occurred, the interest rate will be equal to the sum principal of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective Debentures is paid or made available for all interest payments after __________, 2004 [Insert stock purchase date]payment. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day period based on 30-day months. In the event that any date on which interest is payable on, or on which any action required under the Indenture is to be taken with respect to, this Debenture is not a Business Day, then payment of interest payable on such date will be made and the relevant action will be taken on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar month or calendar year, as applicable, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose name this Debenture is registered at the close of business on the regular record date for such interest installment, which, in respect of (i) which as long as any Debentures of which the Property Trustee is the Holder and the Capital Securities are in book-entry only form or (ii) represented by a Global Debenture, Debenture shall be the close of business on the Business Day next preceding that such Interest Payment Date. Notwithstanding the foregoing sentence; provided, however, if (i) pursuant to the terms of the Indenture the Debentures are held by the Property Trustee and the Capital Securities are no longer in book-entry only form or (ii) the Debentures are not represented by a Global Debenture, the Company may select such regular record dates date for such interest installment will which shall be the close of business on the 15/th/ day (whether or not a more than one Business Day) Day but less than 60 Business Days prior to an such Interest Payment Date. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Debentures not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange all as more fully provided in the Indenture. All payments with respect to The principal of and the Debentures interest on this Debenture shall be payable at the office Office or agency Agency of the Trustee Company maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the Person entitled thereto registered Holder at such address as shall appear in the Register or by wire transfer to an account appropriately designated by such Person. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Property Trustee, the Purchase Contract Agent or the Collateral Agent, the payment of the principal of (and premium, if any) and interest on this Debenture will be made at such place and to such account as may be designated in writing by the Property Trustee or the Collateral Agententitled thereto. So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time, and from time to time, during the term of this Debenture, to defer payments of interest by extending the interest payment period of such Debenture for a period not extending, in the aggregate, beyond the Stated Maturity Date, provided that any such period shall end on an Interest Payment Date (the "Deferral Period"), during which Deferral Period no interest shall be due and payable. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to the provisions of this Debenture, will bear interest thereon (i) at the rate of ___5.95% through and including the Initial Remarketing Date or the applicable Subsequent Remarketing DateAugust 15, as the case may be2004, and at the Reset Rate thereafter, and (ii) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Treasury Benchmark Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all interest payments after __________, 2004 [Insert stock purchase date], compounded quarterly for each quarter of the Deferral Period ("Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and unpaid on this Debenture and Compounded Interest (together, "Deferred Interest") that shall be payable to the Holders of this Debenture in whose names this Debenture is are registered in the Register on the first record date immediately preceding after the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and further extensions thereof shall not extend beyond the Stated Maturity Date, provided that any such period shall end on an Interest Payment Date. Upon the termination of any Deferral Period and the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during any Deferral Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of a Deferral Period. The Company shall give the Trustee written notice of the Company's election to begin a Deferral Period for this Debenture and any shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such Debenture or distributions on the Capital Securities are is payable or (ii) the date the trustees of the Trust are Company is required to give notice to the New York Stock Exchange or other applicable self- self-regulatory organization or to holders of the Capital Securities Debentures of the record date or the date such Distributions are interest is payable, but in any event not less than five Business Days prior to such record date. The Company shall give or cause the Trustee to give notice at the Company's expense (a form of which shall be provided by the Company to the Trustee) of the Company's election to begin, shorten or extend begin a Deferral Period to the Holders by first class mail, postage prepaid. The indebtedness evidenced by this Debenture is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness of the Company, and this Debenture is issued subject to such provisions of the Indenture with respect thereto. Each Holder of this Debenture, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Debenture are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. In Witness Whereof, the Company has caused this instrument to be executed. PRUDENTIAL FINANCIAL, INC. By: _________________________ Name: Title: CERTIFICATE OF AUTHENTICATION This is one of the Debentures of the series designated therein referred to in the within-mentioned Indenture. Dated: JPMORGAN CHASE BANK, as Trustee By: _________________________ Authorized Officer (FORM OF REVERSE OF DEBENTURE) This Debenture is one of a duly authorized series of the debentures of the Company (herein sometimes referred to as the "Securities"), specified in the Indenture hereinafter referred to, all issued or to be issued in one or more series under and pursuant to an Indenture dated as of ______, 2001 (the "Base Indenture"), duly executed and delivered between the Company and JPMorgan Chase Bank, as Trustee (the "Trustee") (such Base Indenture as supplemented by the First Supplemental Indenture, dated ______, 2001, the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Securities. By the terms of the Indenture, the Securities are issuable in series that may vary as to amount, date of maturity, rate of interest and in other respects as provided in the Indenture. This Debenture is one of the series designated on the face hereof (the "Debentures"), limited in aggregate principal amount as specified in said First Supplemental Indenture. The Debentures are not entitled to the benefit of any sinking fund and are not redeemable prior to maturity. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debentures may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of, among other things, adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities; provided, however, that, among other things, no such supplemental indenture shall (i) reduce the principal amount thereof, or change the rate or extend the time of payment of interest thereon (except in connection with a Deferral Period), or change any premium payable upon the redemption thereof, without the consent of the Holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of each Security then outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of any series at the time outstanding affected thereby, on behalf of all of the Holders of the Securities of such series, to waive a Default or Event of Default with respect to such series, and its consequences, except a Default or Event of Default in the payment of the principal of or premium, if any, or interest on any of the Securities of such series or a Default in respect of a provision that under Section 9.2 of the Base Indenture cannot be amended without the consent of each holder affected thereby. Any such consent or waiver by the registered Holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Debenture and of any Debenture issued in exchange for or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if .

Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - This Debenture is a Global Debenture within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository or a nominee of the Depository. This Debenture is exchangeable for Debentures registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Debenture (other than a transfer of this Debenture as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in limited circumstances. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇Wate▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to ▇▇ the issuer or its agent for registration of transfer, exchange or payment, and any Debenture issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment 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.] No. ___________________ CUSIP No. ______________ $_____________________ PRUDENTIAL FINANCIALMETLIFE, INC. _____% -% DEBENTURE DUE 2006 PRUDENTIAL FINANCIAL2005 METLIFE, INC., a New Jersey Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________, or registered assigns, the principal sum of United States dollars ______ ($______________) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE OR IS A PLEDGED DEBENTURE UNDER THE PURCHASE CONTRACT AGREEMENTon May 15, INSERT -- or such other principal amount reflected in the Schedule of Increases or Decreases in [Global Debenture Certificate] [Pledged Debenture Certificate] attached hereto] on ________, 2006 2005 (such date is hereinafter referred to as the "Stated Maturity Date"), and to pay interest on said principal sum from ____________ __, 20042003, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly in arrears (subject to deferral as set forth herein) on _________February 15, _________May 15, _________August 15, and _________ November 15 of each year, commencing on _________August 15, 20022000, (i) initially at the rate of ___% -% per annum through and including the Initial Remarketing Date or the applicable Subsequent Remarketing DateFebruary 15, as the case may be2003, and at the Reset Rate thereafter andthereafter, (ii) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all interest payments after _______, 2004 [Insert stock purchase date], in each case until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest (x) at the rate of ___% -% through and including the Initial Remarketing Date or the applicable Subsequent Remarketing DateFebruary 15, as the case may be2003, and at the Reset Rate thereafter, and, (y) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all payments after _______, 2004 [Insert stock purchase date], in each case until the principal hereof shall have become due and payable, compounded quarterly. The interest rate will be reset during on the Initial Remarketing Period or any Subsequent Remarketing Periodthird Business Day preceding February 15, as the case may be, 2003 to the Reset Rate (as determined by the Reset Agent); provided, however, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until the Capital Securities are successfully remarketed pursuant to the Purchase Contract Agreement; and provided, further, that if there has been a Last Failed Remarketing, the interest rate will be equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all interest payments after __________, 2004 [Insert stock purchase date]. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day period based on 30-day months. In the event that any date on which interest is payable on, or on which any action required under the Indenture is to be taken with respect to, this Debenture is not a Business Day, then payment of interest payable on such date will be made and the relevant action will be taken on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar month or calendar year, as applicable, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose name this Debenture is registered at the close of business on the regular record date for such interest installment, which, which in respect the case of (i) Debentures of which the Property Trustee is the Holder and the Capital Securities are in book-entry only form or (ii) a Global Debenture, Debenture shall be the close of business on the Business Day next preceding that such Interest Payment Date. Notwithstanding the foregoing sentence; provided, however, if (i) pursuant to the terms of the Indenture the Debentures are held by the Property Trustee and the Capital Securities are no longer in book-entry only form or (ii) the Debentures are not represented by a Global Debenture, the Company may select such regular record dates date for such interest installment will be the close of business on the 15/th/ day (whether or not a Business Day) prior to an Interest Payment Date. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Debentures not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange all as more fully provided in the Indenture. All payments with respect to the Debentures shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the Person entitled thereto at such address as shall appear in the Register or by wire transfer to an account appropriately designated by such Person. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Property Trustee, the Purchase Contract Agent or the Collateral Agent, the payment of the principal of (and premium, if any) and interest on this Debenture will be made at such place and to such account as may be designated in writing by the Property Trustee or the Collateral Agent. So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time, and from time to time, during the term of this Debenture, to defer payments of interest by extending the interest payment period of such Debenture for a period not extending, in the aggregate, beyond the Stated Maturity Date, provided that any such period shall end on an Interest Payment Date (the "Deferral Period"), during which Deferral Period no interest shall be due and payable. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to the provisions of this Debenture, will bear interest thereon (i) at the rate of ___% through and including the Initial Remarketing Date or the applicable Subsequent Remarketing Date, as the case may be, and at the Reset Rate thereafter, and (ii) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Treasury Benchmark Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all interest payments after __________, 2004 [Insert stock purchase date], compounded quarterly for each quarter of the Deferral Period ("Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and unpaid on this Debenture and Compounded Interest (together, "Deferred Interest") that shall be payable to the Holders of this Debenture in whose names this Debenture is registered in the Register on the record date immediately preceding the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and further extensions thereof shall not extend beyond the Stated Maturity Date, provided that any such period shall end on an Interest Payment Date. Upon the termination of any Deferral Period and the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during any Deferral Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of a Deferral Period. The Company shall give the Trustee written notice of the Company's election to begin a Deferral Period for this Debenture and any shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such Debenture or distributions on the Capital Securities are payable or (ii) the date the trustees of the Trust are required to give notice to the New York Stock Exchange or other applicable self- regulatory organization or to holders of the Capital Securities of the record date or the date such Distributions are payable, but in any event not less than five Business Days prior to such record date. The Company shall give or cause the Trustee to give notice at the Company's expense (a form of which shall be provided by the Company to the Trustee) of the Company's election to begin, shorten or extend a Deferral Period to the Holders by first class mail, postage prepaid. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Debenture are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. In Witness Whereof, the Company has caused this instrument to be executed. PRUDENTIAL FINANCIAL, INC. By: _________________________ Name: Title: CERTIFICATE OF AUTHENTICATION This is more than one of the Debentures of the series designated therein referred to in the within-mentioned Indenture. Dated: JPMORGAN CHASE BANK, as Trustee By: _________________________ Authorized Officer (FORM OF REVERSE OF DEBENTURE) This Debenture is one of a duly authorized series of the debentures of the Company (herein sometimes referred to as the "Securities"), specified in the Indenture hereinafter referred to, all issued or to be issued in one or more series under and pursuant to an Indenture dated as of ______, 2001 (the "Base Indenture"), duly executed and delivered between the Company and JPMorgan Chase Bank, as Trustee (the "Trustee") (such Base Indenture as supplemented by the First Supplemental Indenture, dated ______, 2001, the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Securities. By the terms of the Indenture, the Securities are issuable in series that may vary as to amount, date of maturity, rate of interest and in other respects as provided in the Indenture. This Debenture is one of the series designated on the face hereof (the "Debentures"), limited in aggregate principal amount as specified in said First Supplemental Indenture. The Debentures are not entitled to the benefit of any sinking fund and are not redeemable prior to maturity. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debentures may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the Holders of not Business Day but less than a majority in aggregate principal amount of the Securities of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of, among other things, adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities; provided, however, that, among other things, no such supplemental indenture shall (i) reduce the principal amount thereof, or change the rate or extend the time of payment of interest thereon (except in connection with a Deferral Period), or change any premium payable upon the redemption thereof, without the consent of the Holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of each Security then outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of any series at the time outstanding affected thereby, on behalf of all of the Holders of the Securities of such series, to waive a Default or Event of Default with respect to such series, and its consequences, except a Default or Event of Default in the payment of the principal of or premium, if any, or interest on any of the Securities of such series or a Default in respect of a provision that under Section 9.2 of the Base Indenture cannot be amended without the consent of each holder affected thereby. Any such consent or waiver by the registered Holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Debenture and of any Debenture issued in exchange for or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if than

Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - This Debenture is a Global Debenture within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository or a nominee of the Depository. This Debenture is exchangeable for Debentures registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Debenture (other than a transfer of this Debenture as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in limited circumstances. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Debenture issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment 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.] No. ___________________ CUSIP No. ______________ $_____________________ PRUDENTIAL FINANCIAL, INC. _____% DEBENTURE DUE 2006 PRUDENTIAL FINANCIAL, INC., a New Jersey corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________, or registered assigns, the principal sum of United States dollars ______ ($______________) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE OR IS A PLEDGED DEBENTURE UNDER THE PURCHASE CONTRACT AGREEMENT, INSERT -- or such other principal amount reflected in the Schedule of Increases or Decreases in [Global Debenture Certificate] [Pledged Debenture Certificate] attached hereto] - or such other principal amount reflected in the Schedule of Increases or Decreases in [Global Debenture Certificate] [Pledged Debenture Certificate] attached hereto] on ________, 2006 (such date is hereinafter referred to as the "Stated Maturity Date"), and to pay interest on said principal sum from ____________, 2004, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly in arrears (subject to deferral as set forth herein) on _________, _________, _________, and _________ of each year, commencing on _________, 2002, (i) initially at the rate of ___% per annum through and including the Initial Remarketing Date or the applicable Subsequent _________, 2004 [Insert Remarketing Date, as the case may be], and at the Reset Rate thereafter and, (ii) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Initial Remarketing Date and effective for all interest payments on and after _______, 2004 [Insert stock purchase date], in each case until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest (x) at the rate of ___% through and including the Initial Remarketing Date or the applicable Subsequent _________, 2004 [Insert Remarketing Date, as the case may be], and at the Reset Rate thereafter, and, (y) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Initial Remarketing Date and effective for all payments on and after _______, 2004 [Insert stock purchase date], in each case until the principal hereof shall have become due and payable, compounded quarterly. The interest rate will be reset during the Initial Remarketing Period or any Subsequent Remarketing Period, as the case may be, to the Reset Rate (as determined by the Reset Agent); provided, however, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until the Capital Securities are successfully remarketed pursuant to the Purchase Contract Agreement; and provided, further, that if there has been a Last Failed Remarketing, the interest rate will be equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Initial Remarketing Date and effective for all interest payments on and after __________, 2004 [Insert stock purchase date]. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-90- day period based on 30-day months. In the event that any date on which interest is payable on, or on which any action required under the Indenture is to be taken with respect to, this Debenture is not a Business Day, then payment of interest payable on such date will be made and the relevant action will be taken on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar month or calendar year, as applicable, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose name this Debenture is registered at the close of business on the regular record date for such interest installment, which, in respect of (i) Debentures of which the Property Trustee is the Holder and the Capital Securities are in book-entry only form or (ii) a Global Debenture, shall be the close of business on the Business Day next preceding that Interest Payment Date. Notwithstanding the foregoing sentence, if (i) the Debentures are held by the Property Trustee and the Capital Securities are no longer in book-entry only form or (ii) the Debentures are not represented by a Global Debenture, the Company may select a regular record dates date for such interest installment will which shall be the close of business on the 15/th/ day (whether or not a more than one Business Day) Day but less than 60 Business Days prior to an Interest Payment Date. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Debentures not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange all as more fully provided in the Indenture. All payments with respect to the Debentures shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the Person entitled thereto at such address as shall appear in the Register or by wire transfer to an account appropriately designated by such Person. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Property Trustee, the Purchase Contract Agent or the Collateral Agent, the payment of the principal of (and premium, if any) and interest on this Debenture will be made at such place and to such account as may be designated in writing by the Property Trustee or the Collateral Agent. So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time, and from time to time, during the term of this Debenture, to defer payments of interest by extending the interest payment period of such Debenture for a period not extending, in the aggregate, beyond the Stated Maturity Date, provided that any such period shall end on an Interest Payment Date (the "Deferral Period"), during which Deferral Period no interest shall be due and payable. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to the provisions of this Debenture, will bear interest thereon (i) at the rate of ___% through and including the Initial Remarketing Date or the applicable Subsequent ________, 2004 [Insert Remarketing Date, as the case may be], and at the Reset Rate thereafter, and (ii) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Treasury Benchmark Rate and the Applicable Spread, accruing from and after the Stock Purchase Initial Remarketing Date and effective for all interest payments on and after __________, 2004 [Insert stock purchase date], compounded quarterly for each quarter of the Deferral Period ("Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and unpaid on this Debenture and Compounded Interest (together, "Deferred Interest") that shall be payable to the Holders of this Debenture in whose names this Debenture is registered in the Register on the record date immediately preceding the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and further extensions thereof shall not extend beyond the Stated Maturity Date, provided that any such period shall end on an Interest Payment Date. Upon the termination of any Deferral Period and the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during any Deferral Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of a Deferral Period. The Company shall give the Trustee written notice of the Company's election to begin a Deferral Period for this Debenture and any shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such Debenture or distributions on the Capital Securities are payable or (ii) the date the trustees of the Trust are required to give notice to the New York Stock Exchange or other applicable self- self-regulatory organization or to holders of the Capital Securities of the record date or the date such Distributions are payable, but in any event not less than five Business Days prior to such record date. The Company shall give or cause the Trustee to give notice at the Company's expense (a form of which shall be provided by the Company to the Trustee) of the Company's election to begin, shorten or extend a Deferral Period to the Holders by first class mail, postage prepaid. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Debenture are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. In Witness Whereof, the Company has caused this instrument to be executed. PRUDENTIAL FINANCIAL, INC. By: _________________________ Name: Title: CERTIFICATE OF AUTHENTICATION This is one of the Debentures of the series designated therein referred to in the within-mentioned Indenture. Dated: JPMORGAN CHASE BANK, as Trustee By: _________________________ Authorized Officer (FORM OF REVERSE OF DEBENTURE) This Debenture is one of a duly authorized series of the debentures of the Company (herein sometimes referred to as the "Securities"), specified in the Indenture hereinafter referred to, all issued or to be issued in one or more series under and pursuant to an Indenture dated as of ______, 2001 (the "Base Indenture"), duly executed and delivered between the Company and JPMorgan Chase Bank, as Trustee (the "Trustee") (such Base Indenture as supplemented by the First Supplemental Indenture, dated ______, 2001, the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Securities. By the terms of the Indenture, the Securities are issuable in series that may vary as to amount, date of maturity, rate of interest and in other respects as provided in the Indenture. This Debenture is one of the series designated on the face hereof (the "Debentures"), limited in aggregate principal amount as specified in said First Supplemental Indenture. The Debentures are not entitled to the benefit of any sinking fund and are not redeemable prior to maturity. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debentures may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of, among other things, adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities; provided, however, that, among other things, no such supplemental indenture shall (i) reduce the principal amount thereof, or change the rate or extend the time of payment of interest thereon (except in connection with a Deferral Period), or change any premium payable upon the redemption thereof, without the consent of the Holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of each Security then outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of any series at the time outstanding affected thereby, on behalf of all of the Holders of the Securities of such series, to waive a Default or Event of Default with respect to such series, and its consequences, except a Default or Event of Default in the payment of the principal of or premium, if any, or interest on any of the Securities of such series or a Default in respect of a provision that under Section 9.2 of the Base Indenture cannot be amended without the consent of each holder affected thereby. Any such consent or waiver by the registered Holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Debenture and of any Debenture issued in exchange for or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Debenture at the time a

Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: [IF THE DEBENTURE IS TO BE A GLOBAL FORM OF FACE OF DEBENTURE] [[If the Debenture is to be a Global Debenture, INSERT - insert: This Debenture is a Global Debenture in global form within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository or a nominee of the Depository. This Debenture Unless and until it is exchangeable exchanged in whole or in part for Debentures registered Securities in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenturecertificated form, and no transfer of this Debenture (other than a transfer of this Debenture Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository) may be registered except in limited circumstances. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇Water Street, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇New York) to the issuer Company or its agent for registration of transfer, exchange or payment, and any Debenture issued is registered certifi▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇gistered 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.] No. PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED [__]% [Senior Debenture] Due [_____] No. ________________ CUSIP No. ______________ $_____.________________ PRUDENTIAL FINANCIALPUBLIC SERVICE COMPANY OF NORTH CAROLINA, INC. _____% DEBENTURE DUE 2006 PRUDENTIAL FINANCIAL, INC.INCORPORATED, a New Jersey corporation duly organized and existing under the laws of the State of North Carolina (herein referred to as the "Company", ," which term includes any successor corporation under the Indenture hereinafter referred toto hereinafter), for value received, hereby promises to pay to ___________________________________, or registered assigns, the principal sum of United States dollars ______ ($______________) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE OR IS A PLEDGED DEBENTURE UNDER THE PURCHASE CONTRACT AGREEMENT, INSERT -- or such other principal amount reflected in the Schedule of Increases or Decreases in [Global Debenture Certificate] [Pledged Debenture Certificate] attached hereto] on ________, 2006 (such date is hereinafter referred to as the "Stated Maturity Date"), and to pay interest on said principal sum from _______________ Dollars on [_________], 2004, and to pay interest thereon from [______] or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly semi-annually in arrears (subject to deferral as set forth herein) on [_________, ] and [_________] of each year, commencing [_________], and _________ when the principal hereof shall have become due and payable, whether at maturity, upon call for redemption, by declaration of each yearacceleration or otherwise ("Maturity"), commencing on _________, 2002, (i) initially at the rate of [___]% per annum through and including the Initial Remarketing Date or the applicable Subsequent Remarketing Date, as the case may be, and at the Reset Rate thereafter and, (ii) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all interest payments after _______, 2004 [Insert stock purchase date], in each case until the principal hereof shall have become so due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest (x) at the same rate of ___% through and including the Initial Remarketing Date or the applicable Subsequent Remarketing Date, as the case may be, and at the Reset Rate thereafter, and, (y) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all payments after _______, 2004 [Insert stock purchase date], in each case until the principal hereof shall have become due and payable, compounded quarterly. The interest rate will be reset during the Initial Remarketing Period or any Subsequent Remarketing Period, as the case may be, to the Reset Rate (as determined by the Reset Agent); provided, however, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until the Capital Securities are successfully remarketed pursuant to the Purchase Contract Agreement; and provided, further, that if there has been a Last Failed Remarketing, the interest rate will be equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all interest payments after __________, 2004 [Insert stock purchase date]per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day period based on 30-day months. In the event that any date on which interest is payable on, or on which any action required under the Indenture is to be taken with respect to, Securities of this Debenture series is not a Business Day, then payment of interest payable on such date will be made and the relevant action will be taken on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar month or calendar year, as applicable, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose name this Debenture (or one or more Predecessor Securities of the same series) is registered at the close of business on the regular record date Regular Record Date for such interest installment, which, in respect of (i) Debentures of which the Property Trustee is the Holder and the Capital Securities are in book-entry only form or (ii) a Global Debenture, shall be the close of business on the Business Day next 15 days preceding that Interest Payment Date. Notwithstanding the foregoing sentence, if (i) the Debentures are held by the Property Trustee and the Capital Securities are no longer in book-entry only form or (ii) the Debentures are not represented by a Global Debenture, the record dates for such interest installment will be the close of business on the 15/th/ day (whether or not a Business Day) prior to an Interest Payment Date; provided further, however, that (i) if this Debenture is authenticated after a Regular Record Date and before the Interest Payment Date therefor, such interest installment shall be paid on the next succeeding Interest Payment Date to the registered holder thereof on the Regular Record Date therefor and (ii) interest payable at Maturity shall be paid to the Person to whom principal is paid. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders holders on such regular record date Regular Record Date, and may be paid to the Person person in whose name this Debenture (or one or more Predecessor Securities of the same series) is registered at the close of business on a special record date Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders holders of Securities of this series of Debentures not less than 10 days prior to such special record dateSpecial Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures Securities of this series may be listed, and upon such notice as may be required by such exchange exchange, all as more fully provided in the IndentureIndenture hereinafter referred to. All payments with respect to the Debentures The principal of and premium, if any, and interest on this Debenture shall be payable at the office or agency of the Trustee Company maintained for that purpose in [the Borough of Manhattan, the City of New York], in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest on this Debenture may be made at the option of the Company by check mailed to the Person entitled thereto registered holder hereof at such address as shall appear in the Register or by wire transfer to an account appropriately designated by such Person. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Property Trustee, the Purchase Contract Agent or the Collateral Agent, the payment of the principal of (and premium, if any) and interest on this Debenture will be made at such place and to such account as may be designated in writing by the Property Trustee or the Collateral Agent. So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time, and from time to time, during the term of this Debenture, to defer payments of interest by extending the interest payment period of such Debenture for a period not extending, in the aggregate, beyond the Stated Maturity Date, provided that any such period shall end on an Interest Payment Date (the "Deferral Period"), during which Deferral Period no interest shall be due and payable. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to the provisions of this Debenture, will bear interest thereon (i) at the rate of ___% through and including the Initial Remarketing Date or the applicable Subsequent Remarketing Date, as the case may be, and at the Reset Rate thereafter, and (ii) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Treasury Benchmark Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all interest payments after __________, 2004 [Insert stock purchase date], compounded quarterly for each quarter of the Deferral Period ("Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and unpaid on this Debenture and Compounded Interest (together, "Deferred Interest") that shall be payable to the Holders of this Debenture in whose names this Debenture is registered in the Register on the record date immediately preceding the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and further extensions thereof shall not extend beyond the Stated Maturity Date, provided that any such period shall end on an Interest Payment Date. Upon the termination of any Deferral Period and the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during any Deferral Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of a Deferral Period. The Company shall give the Trustee written notice of the Company's election to begin a Deferral Period for this Debenture and any shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such Debenture or distributions on the Capital Securities are payable or (ii) the date the trustees of the Trust are required to give notice to the New York Stock Exchange or other applicable self- regulatory organization or to holders of the Capital Securities of the record date or the date such Distributions are payable, but in any event not less than five Business Days prior to such record date. The Company shall give or cause the Trustee to give notice at the Company's expense (a form of which shall be provided by the Company to the Trustee) of the Company's election to begin, shorten or extend a Deferral Period to the Holders by first class mail, postage prepaidSecurity Register. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Debenture are continued contained on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. In Witness Whereof, the Company has caused this instrument to be executed. PRUDENTIAL FINANCIAL, INC. By: _________________________ Name: Title: CERTIFICATE OF AUTHENTICATION This is one of the Debentures of the series designated therein referred to in the within-mentioned Indenture. Dated: JPMORGAN CHASE BANK, as Trustee By: _________________________ Authorized Officer (FORM OF REVERSE OF DEBENTURE) This Debenture is one of a duly authorized series of the debentures of the Company (herein sometimes referred to as the "Securities"), specified in the Indenture hereinafter referred to, all issued or to be issued in one or more series under and pursuant to an Indenture dated as of ______, 2001 (the "Base Indenture"), duly executed and delivered between the Company and JPMorgan Chase Bank, as Trustee (the "Trustee") (such Base Indenture as supplemented by the First Supplemental Indenture, dated ______, 2001, the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Securities. By the terms of the Indenture, the Securities are issuable in series that may vary as to amount, date of maturity, rate of interest and in other respects as provided in the Indenture. This Debenture is one of the series designated on the face hereof (the "Debentures"), limited in aggregate principal amount as specified in said First Supplemental Indenture. The Debentures are not entitled to the benefit of any sinking fund and are not redeemable prior to maturity. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debentures may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of, among other things, adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities; provided, however, that, among other things, no such supplemental indenture shall (i) reduce the principal amount thereof, or change the rate or extend the time of payment of interest thereon (except in connection with a Deferral Period), or change any premium payable upon the redemption thereof, without the consent of the Holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of each Security then outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of any series at the time outstanding affected thereby, on behalf of all of the Holders of the Securities of such series, to waive a Default or Event of Default with respect to such series, and its consequences, except a Default or Event of Default in the payment of the principal of or premium, if any, or interest on any of the Securities of such series or a Default in respect of a provision that under Section 9.2 of the Base Indenture cannot be amended without the consent of each holder affected thereby. Any such consent or waiver by the registered Holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Debenture and of any Debenture issued in exchange for or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if .

Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - This Debenture is a Global Debenture within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository or a nominee of the Depository. This Debenture is exchangeable for Debentures registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Debenture (other than a transfer of this Debenture as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in limited circumstances. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇Wate▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to ▇▇ the issuer or its agent for registration of transfer, exchange or payment, and any Debenture issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment 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.] No. ___________________ CUSIP No. ______________ $_____________________ PRUDENTIAL FINANCIALMETLIFE, INC. _____% -% DEBENTURE DUE 2006 PRUDENTIAL FINANCIAL2005 METLIFE, INC., a New Jersey Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________, or registered assigns, the principal sum of United States dollars ______ ($______________) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE OR IS A PLEDGED DEBENTURE UNDER THE PURCHASE CONTRACT AGREEMENT, INSERT -- or such other principal amount reflected in the Schedule of Increases or Decreases in [Global Debenture Certificate] [Pledged Debenture Certificate] attached hereto] on ____________ __, 2006 2005 (such date is hereinafter referred to as the "Stated Maturity Date"), and to pay interest on said principal sum from ____________ __, 20042003, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly in arrears (subject to deferral as set forth herein) on _________, ________ __, ____________ __, ____________ __, and ____________ __ of each year, commencing on ____________ __, 20022000, (i) initially at the rate of ___% -% per annum through and including the Initial Remarketing Date or the applicable Subsequent Remarketing Date, as the case may be, and at the Reset Rate thereafter and, (ii) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all interest payments after ____________ __, 2004 [Insert stock purchase date]2003, in each case and at the Reset Rate thereafter, until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest (x) at the rate of -% through and including ___% through and including the Initial Remarketing Date or the applicable Subsequent Remarketing Date_________ __, as the case may be2002, and at the Reset Rate thereafter, and, (y) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all payments after _______, 2004 [Insert stock purchase date], in each case until the principal hereof shall have become due and payable, compounded quarterly. The interest rate will be reset during on the Initial Remarketing Period or any Subsequent Remarketing Periodthird Business Day preceding ____________ __, as the case may be, 2003 to the Reset Rate (as determined by the Reset Agent); provided, however, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until the Capital Securities are successfully remarketed pursuant to the Purchase Contract Agreement; and provided, further, that if there has been a Last Failed Remarketing, the interest rate will be equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all interest payments after __________, 2004 [Insert stock purchase date]. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day period based on 30-day months. In the event that any date on which interest is payable on, or on which any action required under the Indenture is to be taken with respect to, this Debenture is not a Business Day, then payment of interest payable on such date will be made and the relevant action will be taken on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar month or calendar year, as applicable, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose name this Debenture is registered at the close of business on the regular record date for such interest installment, which, which in respect the case of (i) Debentures of which the Property Trustee is the Holder and the Capital Securities are in book-entry only form or (ii) a Global Debenture, Debenture shall be the close of business on the Business Day next preceding that such Interest Payment Date. Notwithstanding the foregoing sentence; provided, however, if (i) pursuant to the terms of the Indenture the Debentures are held by the Property Trustee and the Capital Securities are no longer in book-entry only form or (ii) the Debentures are not represented by a Global Debenture, the Company may select such regular record dates date for such interest installment will which shall be the close of business on the 15/th/ day (whether or not a more than one Business Day) Day but less than 60 Business Days prior to an Interest Payment Date. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Debentures not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange all as more fully provided in the Indenture. All payments with respect to The principal of (and premium, if any) and the Debentures interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the Person entitled thereto registered Holder at such address as shall appear in the Register or by wire transfer to an account appropriately designated by such Personthe Holder entitled thereto. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Property Trustee, the Purchase Contract Agent Trustee or the Collateral Agent, the payment of the principal of (and premium, if any) and interest on this Debenture will be made at such place and to such account as may be designated in writing by the Property Trustee or the Collateral AgentTrustee. So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time, and from time to time, during the term of this Debenture, to defer payments of interest by extending the interest payment period of such Debenture for a period not extending, in the aggregate, beyond the Stated Maturity Date, provided that any such period shall end on an Interest Payment Date (the "Deferral Period"), during which Deferral Period no interest shall be due and payable. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to the provisions of this Debenture, will bear interest thereon (i) at the rate of ___% -% through and including the Initial Remarketing Date or the applicable Subsequent Remarketing Date, as the case may be, and at the Reset Rate thereafter, and (ii) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Treasury Benchmark Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all interest payments after __________ __, 2004 [Insert stock purchase date]2003, and at the Reset Rate thereafter, compounded quarterly for each quarter of the Deferral Period ("Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and unpaid on this Debenture and Compounded Interest (together, "Deferred Interest") that shall be payable to the Holders of this Debenture in whose names this Debenture is are registered in the Register on the first record date immediately preceding after the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and further extensions thereof shall not extend beyond the Stated Maturity Date, provided that any such period shall end on an Interest Payment Date. Upon the termination of any Deferral Period and the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during any an Deferral Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of a Deferral Period. The Company shall give the Trustee written notice of the Company's election to begin a Deferral Period for this Debenture and any shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such Debenture or distributions on the Capital Securities are payable or (ii) the date the trustees of the Trust are required to give notice to the New York Stock Exchange or other applicable self- regulatory organization or to holders of the Capital Securities of the record date or the date such Distributions are payable, but in any event not less than five Business Days prior to such record date. The Company shall give or cause the Trustee to give notice at the Company's expense (a form of which shall be provided by the Company to the Trustee) of the Company's election to begin, shorten or extend a Deferral Period to the Holders by first class mail, postage prepaid. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Debenture are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. In Witness Whereof, the Company has caused this instrument to be executed. PRUDENTIAL FINANCIAL, INC. By: _________________________ Name: Title: CERTIFICATE OF AUTHENTICATION This is one of the Debentures of the series designated therein referred to in the within-mentioned Indenture. Dated: JPMORGAN CHASE BANK, as Trustee By: _________________________ Authorized Officer (FORM OF REVERSE OF DEBENTURE) This Debenture is one of a duly authorized series of the debentures of the Company (herein sometimes referred to as the "Securities"), specified in the Indenture hereinafter referred to, all issued or to be issued in one or more series under and pursuant to an Indenture dated as of ______, 2001 (the "Base Indenture"), duly executed and delivered between the Company and JPMorgan Chase Bank, as Trustee (the "Trustee") (such Base Indenture as supplemented by the First Supplemental Indenture, dated ______, 2001, the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Securities. By the terms of the Indenture, the Securities are issuable in series that may vary as to amount, date of maturity, rate of interest and in other respects as provided in the Indenture. This Debenture is one of the series designated on the face hereof (the "Debentures"), limited in aggregate principal amount as specified in said First Supplemental Indenture. The Debentures are not entitled to the benefit of any sinking fund and are not redeemable prior to maturity. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debentures may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of, among other things, adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities; provided, however, that, among other things, no such supplemental indenture shall (i) reduce the principal amount thereof, or change the rate or extend the time of payment of interest thereon (except in connection with a Deferral Period), or change any premium payable upon the redemption thereof, without the consent of the Holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of each Security then outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of any series at the time outstanding affected thereby, on behalf of all of the Holders of the Securities of such series, to waive a Default or Event of Default with respect to such series, and its consequences, except a Default or Event of Default in the payment of the principal of or premium, if any, or interest on any of the Securities of such series or a Default in respect of a provision that under Section 9.2 of the Base Indenture cannot be amended without the consent of each holder affected thereby. Any such consent or waiver by the registered Holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Debenture and of any Debenture issued in exchange for or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if

Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - This Debenture is a Global Debenture within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository Depositary or a nominee of the DepositoryDepositary. This Debenture is exchangeable for Debentures registered in the name of a person other than the Depository Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Debenture (other than a transfer of this Debenture as a whole by the Depository to a nominee of the Depository Depositary or by a nominee of the Depository Depositary to the Depository Depositary or another nominee of the DepositoryDepositary) may be registered except in limited circumstances. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for regis▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or ▇ payment, and any Debenture issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment 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.] No. ___________________ CUSIP No. ______________ 834182AM9 $_____________________ PRUDENTIAL FINANCIAL, INC▇▇▇▇ ▇▇. _____US834182AM97 SOLECTRON CORPORATION 7.25% SUBORDINATED DEBENTURE DUE 2006 PRUDENTIAL FINANCIAL, INC.SOLECTRON CORPORATION, a New Jersey Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________, or registered assigns, the principal sum of United States dollars ______ dollars ($______________) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE OR IS A PLEDGED DEBENTURE UNDER THE PURCHASE CONTRACT AGREEMENT, INSERT -- or such other principal amount reflected in the Schedule of Increases or Decreases in [Global Debenture Certificate] [Pledged Debenture Certificate] attached hereto] on ________November 15, 2006 (such date is hereinafter referred to as the "Stated Maturity DateMaturity"), and to pay interest on said principal sum from ____________December 27, 20042001, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly in arrears (subject to deferral as set forth herein) on _________February 15, _________May 15, _________, August 15 and _________ November 15 of each year, commencing on _________February 15, 2002, (i) initially at the rate of ___7.25% per annum (the "Interest Rate") through and including the Initial Remarketing Date or the applicable Subsequent Remarketing DateAugust 15, as the case may be2004, and at the Reset Rate thereafter andthereafter, (ii) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all interest payments after _______, 2004 [Insert stock purchase date], in each case until the principal hereof shall have become due and payable, and on is paid or made available for payment; provided that any overdue principal and premium, if any, and installment of interest which is overdue shall bear interest (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest (x) at the rate of ___% Interest Rate through and including the Initial Remarketing Date or the applicable Subsequent Remarketing DateAugust 15, as the case may be2004, and at the Reset Rate thereafter, andfrom the dates such amounts are due until they are paid or made available for payment, (y) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from such interest shall be payable on demand; and after the Stock Purchase Date and effective for all payments after _______, 2004 [Insert stock purchase date], in each case until the principal hereof shall have become due and payable, compounded quarterly. The interest rate will be reset during the Initial Remarketing Period or any Subsequent Remarketing Period, as the case may be, to the Reset Rate (as determined by the Reset Agent); provided, howeverfurther, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until (i) the Capital Securities Debentures are successfully remarketed pursuant to the Purchase Contract Agreement; Agreement and provided, further, that the Remarketing Agreement or (ii) if there has been a the Last Failed RemarketingRemarketing shall have occurred, the interest rate will be equal to the sum principal of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective Debentures is paid or made available for all interest payments after __________, 2004 [Insert stock purchase date]payment. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full 90-day quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day period based on 30-day monthsperiod. In the event that any date on which interest is payable on, or on which any action required under the Indenture is to be taken with respect to, this Debenture is not a Business Day, then payment of interest payable on such date will be made and the relevant action will be taken on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar month or calendar year, as applicable, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose name this Debenture is registered at the close of business on the regular record date Regular Record Date for such interest installment, which, in respect of (i) which as long as any Debentures of which the Property Trustee is the Holder and the Capital Securities are in book-entry only form or (ii) represented by a Global Debenture, Debenture shall be the close of business on the Business Day next preceding that such Interest Payment Date. Notwithstanding the foregoing sentence; provided, however, if (i) pursuant to the terms of the Indenture the Debentures are held by the Property Trustee and the Capital Securities are no longer in book-entry only form or (ii) the Debentures are not represented by a Global Debenture, the record dates Company may select such Regular Record Date for such interest installment will which shall be the close of business on the 15/th/ day (whether or not a more than one Business Day) Day but less than 60 Business Days prior to an Interest Payment Date. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date Regular Record Date and may be paid to the Person in whose name this Debenture is registered at the close of business on a special record date Special Record Date to be fixed by the Trustee for the payment of such defaulted interestDefaulted Interest, notice whereof shall be given to the registered Holders of this series of Debentures not less than 10 days prior to such special record dateSpecial Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange all as more fully provided in the Indenture. All payments with respect to The principal of and the Debentures interest on this Debenture shall be payable at the office Office or agency Agency of the Trustee Company maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the Person entitled thereto registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled thereto. The indebtedness evidenced by this Debenture is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness of the Company, and this Debenture is issued subject to such Personprovisions of the Indenture with respect thereto. Notwithstanding the foregoing, so long as the Each Holder of this Debenture is Debenture, by accepting the Property Trusteesame, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Notwithstanding any provision in the Indenture to the contrary, if, at the time of a successful remarketing of the Debentures pursuant to the terms of Section 5.2 of the Purchase Contract Agent Agreement, the Company receives or has received ratings by Standard & Poor's and Moody's Investors Service on its senior unsecured debt of at least BBB- ▇▇▇ ▇aa3, respectively, each with an outlook of stable or better, which are in effect on the date of such successful remarketing (an "Investment Grade Event"), then, on and after such Investment Grade Event, the subordination provisions of the Debentures, including, without limitation, Article 15 of the Subordinated Indenture, will no longer be applicable and the Debentures will automatically become general, unsecured obligations of the Company ranking equally in right of payment with all the Company's existing and future unsubordinated indebtedness. At all times during which any Debenture is Outstanding, a pro rata portion of the Holders' rights to payments under each Outstanding Debenture shall not be subject to the provisions of Article 15 of the Subordinated Indenture and the subordination provisions of the Subordinated Indenture generally such that the aggregate amount of all such Outstanding Debentures not so subject equals the value of the Collateral Agentas such is constituted from time to time. Each Holder, by its acceptance of a Debenture, consents and agrees to the terms of the Interest Pledge Agreement (including, without limitation, the payment provisions providing for foreclosure and release of the principal of (and premium, if anyCollateral) and interest on this Debenture will be made at such place and to such account as the same may be designated in effect or may be amended from time to time in writing by the Property Trustee or parties thereto (provided that no amendment that would materially adversely affect the Collateral Agent. So long as no Event rights of Default has occurred and is continuing, the Company shall have Holders may be affected without the right at any timeconsent of each Holder affected thereby), and from time to time, during authorizes and directs the term of this Debenture, to defer payments of interest by extending the interest payment period of such Debenture for a period not extending, in the aggregate, beyond the Stated Maturity Date, provided that any such period shall end on an Interest Payment Date (the "Deferral Period"), during which Deferral Period no interest shall be due and payable. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to the provisions of this Debenture, will bear interest thereon (i) at the rate of ___% through and including the Initial Remarketing Date or the applicable Subsequent Remarketing Date, as the case may be, and at the Reset Rate thereafter, and (ii) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Treasury Benchmark Rate Trustee and the Applicable Spread, accruing from Agent to enter into the Interest Pledge Agreement and after the Stock Purchase Date to perform its respective obligations and effective for all interest payments after __________, 2004 [Insert stock purchase date], compounded quarterly for each quarter of the Deferral Period ("Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and unpaid on this Debenture and Compounded Interest (together, "Deferred Interest") that shall be payable to the Holders of this Debenture exercise its respective rights thereunder in whose names this Debenture is registered in the Register on the record date immediately preceding the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and further extensions thereof shall not extend beyond the Stated Maturity Date, provided that any such period shall end on an Interest Payment Date. Upon the termination of any Deferral Period and the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during any Deferral Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of a Deferral Period. The Company shall give the Trustee written notice of the Company's election to begin a Deferral Period for this Debenture and any shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such Debenture or distributions on the Capital Securities are payable or (ii) the date the trustees of the Trust are required to give notice to the New York Stock Exchange or other applicable self- regulatory organization or to holders of the Capital Securities of the record date or the date such Distributions are payable, but in any event not less than five Business Days prior to such record date. The Company shall give or cause the Trustee to give notice at the Company's expense (a form of which shall be provided by the Company to the Trustee) of the Company's election to begin, shorten or extend a Deferral Period to the Holders by first class mail, postage prepaidaccordance therewith. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Debenture are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. In Witness Whereof, the Company has caused this instrument to be executed. PRUDENTIAL FINANCIAL, INC. By: _________________________ Name: Title: CERTIFICATE OF AUTHENTICATION This is one of the Debentures of the series designated therein referred to in the within-mentioned Indenture. Dated: JPMORGAN CHASE BANK, as Trustee By: _________________________ Authorized Officer (FORM OF REVERSE OF DEBENTURE) This Debenture is one of a duly authorized series of the debentures of the Company (herein sometimes referred to as the "Securities"), specified in the Indenture hereinafter referred to, all issued or to be issued in one or more series under and pursuant to an Indenture dated as of ______, 2001 (the "Base Indenture"), duly executed and delivered between the Company and JPMorgan Chase Bank, as Trustee (the "Trustee") (such Base Indenture as supplemented by the First Supplemental Indenture, dated ______, 2001, the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Securities. By the terms of the Indenture, the Securities are issuable in series that may vary as to amount, date of maturity, rate of interest and in other respects as provided in the Indenture. This Debenture is one of the series designated on the face hereof (the "Debentures"), limited in aggregate principal amount as specified in said First Supplemental Indenture. The Debentures are not entitled to the benefit of any sinking fund and are not redeemable prior to maturity. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debentures may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of, among other things, adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities; provided, however, that, among other things, no such supplemental indenture shall (i) reduce the principal amount thereof, or change the rate or extend the time of payment of interest thereon (except in connection with a Deferral Period), or change any premium payable upon the redemption thereof, without the consent of the Holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of each Security then outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of any series at the time outstanding affected thereby, on behalf of all of the Holders of the Securities of such series, to waive a Default or Event of Default with respect to such series, and its consequences, except a Default or Event of Default in the payment of the principal of or premium, if any, or interest on any of the Securities of such series or a Default in respect of a provision that under Section 9.2 of the Base Indenture cannot be amended without the consent of each holder affected thereby. Any such consent or waiver by the registered Holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Debenture and of any Debenture issued in exchange for or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if .