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

Date:	June 11, 2002
Time:	2:00 p.m.
Place:	Meadowlands Exposition Center 355 Plaza Drive Secaucus, NJ 07094

At the 2002 Annual Meeting, shareholders will act upon the following matters:

1.

Election of five Class I Directors, each to serve for a term of three years;

2.

Ratification of appointment of PricewaterhouseCoopers LLP as independent auditors for the year ending December 31, 2002; and

3.

Transaction of such other business as may properly come before the meeting.

Information about the matters to be acted upon at the Annual Meeting is contained in the accompanying proxy statement.

Shareholders of record at the close of business on April 15, 2002 will be entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponements thereof.

Shareholders will need an admission ticket to attend the Annual Meeting. If you are a Holder of Record, an admission ticket is attached to your proxy card for this purpose. If you received shares of common stock in our demutualization and such shares are held through EquiServe (or if subsequently you have been issued a certificate for your shares), you are a Holder of Record of those shares. If your shares are not registered in your own name, you need to bring proof of your share ownership to the meeting to receive an admission ticket. Please bring either a copy of your account statement or a letter from your broker, bank or other institution reflecting your share ownership as of April 15, 2002. Additionally, if you plan on attending the Annual Meeting, please check the appropriate box on the proxy card. Please note that no cameras or recording devices will be permitted at the meeting. For your safety, we reserve the right to inspect all packages prior to admission to the Annual Meeting.

By Order of the Board of Directors,

Susan L. Blount
Vice President & Secretary

April 15, 2002

Your vote is important! Please take a moment to complete, sign, date and mail your proxy in the accompanying envelope. If you prefer, you may also vote by telephone or the Internet. Please see the instructions attached to your proxy card. Your prompt cooperation will save your Company additional solicitation costs.

---