Prudential Financial, Inc.
751 Broad Street, Newark NJ 07102

April 15, 2002

Dear Fellow Shareholder:

On behalf of your Board of Directors, you are cordially invited to attend the Annual Meeting of shareholders of Prudential Financial, Inc. Your Company's Annual Meeting will be held on June 11, 2002 at the Meadowlands Exposition Center, 355 Plaza Drive, Secaucus, New Jersey 07094 at 2:00 p.m.

At the meeting, shareholders will vote on two proposals: the election of five Directors and the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent auditors for 2002. Your Board of Directors recommends a vote "for" both proposals.

Your vote is important.    We urge you to participate in Prudential Financial's Annual Meeting, whether or not you plan to attend, by signing, dating and promptly mailing your enclosed proxy card. You may also vote by telephone or the Internet should you prefer. Regardless of the size of your investment your vote is important, so please act at your earliest convenience. Finally, if you do plan to attend the meeting you will need an admission ticket. Please refer to the instructions set forth in the Notice of Meeting which follows this letter or those attached to your proxy card.

We appreciate your participation, support and interest in your Company.

Sincerely,

Arthur F. Ryan
Chairman and Chief Executive Officer

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