The Board of Directors of Prudential Financial, Inc. ("Prudential Financial" or the "Company") is furnishing this proxy statement and soliciting the accompanying form of proxy in connection with the Annual Meeting of shareholders to be held on June 11, 2002 (the "Annual Meeting") at 2:00 p.m. at the Meadowlands Exposition Center, 355 Plaza Drive, Secaucus, New Jersey 07094 and at any adjournment or postponement thereof. The Notice of Meeting, this proxy statement, the enclosed proxy card and the enclosed Annual Report for 2001 were first sent to shareholders on or about April 17, 2002.