PRUDENTIAL SUPPLEMENTAL RETIREMENT PLAN

Exhibit 10.13

September 19, 1997


PRUDENTIAL SUPPLEMENTAL
RETIREMENT PLAN

(effective as of January 1, 1996,
except as otherwise provided herein)


The Prudential Supplemental Retirement Plan (the "Plan") has been
established by The Prudential Insurance Company of America, effective January 1,
1996, for the purpose of providing unfunded supplemental retirement benefits for
certain eligible employees (and their beneficiaries) that cannot be provided by
the Retirement System (as defined below) because of limits imposed by the Code.
The Plan provides Participants (and their beneficiaries) with one or more of the
following categories of benefits: (1) Excluded Compensation Benefits; (2) Excess
Benefits; (3) Deferred Compensation Benefits; (4) Early Retirement Benefits; (5)
Death Benefits; and (6) ad hoc cost of living adjustments.

The portion of the Plan that provides Excess Benefits is intended to be,
and shall be administered as, an excess benefit plan within the meaning of
section 3(36) of ERISA. The remainder of the Plan is intended to be, and shall
be administered as, an unfunded plan maintained for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees within the meaning of Title I of ERISA.

The Plan is a restatement of that portion of the Prior Programs that
relates to benefits under the Retirement System. That portion of the Prior
Programs that relates to benefits under the Canadian Retirement Plan is not
affected by this restatement. Amounts accrued, but not yet paid under the Prior
Programs on December 31, 1995, that are related to benefits under the Retirement
System shall be paid under this Plan; provided that Participants who incurred a
Termination of Employment prior to January 1, 1996 shall receive benefits in
accordance with the terms of the Prior Programs in effect at such Termination of
Employment.

1

Article I

DEFINITIONS
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The following terms shall have the meanings hereinafter set forth. Other
terms that are capitalized in the Plan shall be defined in the same manner as
they are defined in the Retirement System.

1.1 "Board of Directors" means the Board of Directors of the Company.

1.2 "Canadian Retirement Plan" means The Prudential Insurance Company of
America and Participating Affiliated Companies 1976 Retirement System for
Canadian Employees, a defined benefit retirement plan maintained by the Company.

1.3 "Code" means the Internal Revenue Code of 1986, as amended.

1.4 "Committee" means the committee described in the claims and appeals
section of the Retirement System.

1.5 "Company" means The Prudential Insurance Company of America.

1.6 "Controlled Group" means the Company and (i) each corporation which is
a member of a controlled group of corporations (within the meaning of Section
414(b) of the Code) which includes the Company, (ii) each trade or business
(whether or not incorporated) which is under common control with the Company
(within the meaning of Section 414(c) of the Code, (iii) each organization
included in the same affiliated service group (within the meaning of Section
414(c) of the Code) as the Company, and (iv) each other entity required to be
aggregated with the Company pursuant to regulations promulgated under Section
414(o) of the Code. Any such entity shall be treated as part of the Controlled
Group only for the period while it is a member of the controlled group or
considered to be in a common control group.

1.7 "Death Benefits" means benefits that are payable upon the death of a
Participant in accordance with Article VII of the Plan.

1.8 "Deferred Compensation Benefits" means benefits accrued by
Participants in accordance with Article IV of the Plan.

1.9 "Deferred Compensation Plan" means the 1983 Deferred Compensation
Plan, the 1984 Deferred Compensation Plan, the 1985 Deferred Compensation Plan
and each subsequent calendar year Deferred Compensation Plan, including the
Deferred Compensation Plan established effective January 1, 1992 for 1992 and
subsequent calendar years maintained by the Company for the purpose of (i)
providing deferred compensation for a select group of management or highly
compensated employees within the meaning of Title I of ERISA, and (ii)
permitting such employees to defer a portion or all of certain specified bonuses
to a specified date or occurrence.

1.10 "Early Retirement Benefits" means benefits accrued by Participants in
accordance with Article V of the Plan.

1.11 "Employer" means the Company and each Participating Affiliated Company
in the Retirement System.

2

1.12 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

1.13 "Excess Benefits" means benefits accrued by Participants in accordance
with Article III of the Plan.

1.14 "Excluded Compensation Benefits" means benefits accrued by
Participants in accordance with Article II of the Plan.

1.15 "Participant" means an individual who is accruing benefits under
Article II, Article III, Article IV, or Article V. An individual shall be a
Participant only with respect to those benefits for which the individual
satisfies applicable eligibility requirements. A Participant also includes an
individual who has previously accrued benefits under the terms of (i) one or
more of the Prior Programs as they relate to benefits under the Retirement
System, or (ii) the Plan, but in each case has not yet received all such accrued
benefits.

1.16 "Plan" means this Prudential Supplemental Retirement Plan as amended
from time to time.

1.17 "Prior Programs" means the Excess Benefit Retirement Income Program,
the Supplemental Retirement Income Program, and the Spouse Income Program, as
maintained by the Company and in effect from time to time prior to 1996.

1.18 "Retirement System" means The Retirement System for United States
Employees and Special Agents, and after 1996 means The Retirement System for
United States Employees and Special Agents Plan Document, a component of the
Retirement System for United States Employees and Special Agents, a defined
benefit retirement plan maintained by the Company.

1.19 " Termination of Employment" means the voluntary or involuntary
termination of employment with the Controlled Group for any reason, including
death.

3

ARTICLE II

EXCLUDED COMPENSATION BENEFITS
------------------------------

2.1 Eligibility. Effective January 1, 1989, each participant in the
-----------
Retirement System whose retirement benefits under the Retirement System do not
accrue or are reduced by reason of Code section 401(a)(17) (as reflected in the
applicable provisions of the Retirement System) is a Participant eligible to
accrue Excluded Compensation Benefits under this Article.

2.2 Amount. The amount of a Participant's Excluded Compensation Benefits
------
shall be an amount equal to the excess, if any, of (a) over (b) below:

(a) such Participant's hypothetical accrued retirement benefits under the
Retirement System (expressed as a benefit at Normal Retirement Date),
determined without regard to: (1) the limit on compensation imposed by
section 401(a)(17) of the Code (as reflected in the applicable
provisions of the Retirement System), and (2) the limits on benefits
imposed by section 415(b) and (e) of the Code (as reflected in the
applicable provisions of the Retirement System); and

(b) such Participant's hypothetical accrued retirement benefits under the
Retirement System (expressed as a benefit at Normal Retirement Date),
determined without regard to the limits on benefits imposed by section
415(b) and (e) of the Code (as reflected the applicable provisions of
the Retirement System).

2.3 Adjustments for Early Retirement and Early Commencement. In the
--------------------------------------------------------
event the payment of Excluded Compensation Benefits commences prior to the
Participant's Normal Retirement Date, the amount of a Participant's Excluded
Compensation Benefits as calculated in Section 2.2 above shall be adjusted to
reflect the early benefit commencement date in accordance with the applicable
actuarial equivalence or early retirement factors set forth in the Retirement
System.

4

ARTICLE III

EXCESS BENEFITS
---------------

3.1 Eligibility. Each participant in the Retirement System whose
-----------
retirement benefits under the Retirement System do not accrue or are reduced for
any month by reason of Code section 415 (as reflected in the applicable
provisions of the Retirement System) is a Participant eligible to accrue Excess
Benefits under this Article.

3.2 Amount. The amount of a Participant's Excess Benefits shall be an
------
amount equal to the excess, if any, of (a) over (b) below:

(a) such Participant's hypothetical accrued retirement benefits under the
Retirement System (expressed as a benefit at Normal Retirement Date),
determined without regard to the limits on benefits imposed by section
415(b) and (e) of the Code (as reflected in the applicable provisions
of the Retirement System); and

(b) such Participant's accrued retirement benefits under the Retirement
System.

3.3 Adjustments for Early Retirement and Early Commencement. In the
-------------------------------------------------------
event the payment of Excess Benefits commences prior to the Participant's Normal
Retirement Date, the amount of a Participant's Excess Benefits as calculated in
Section 3.2 above shall be adjusted to reflect the early benefit commencement
date in accordance with the applicable actuarial equivalence or early retirement
factors set forth in the Retirement System.

5

ARTICLE IV

DEFERRED COMPENSATION BENEFITS
------------------------------

4.1 Eligibility. Each participant in the Retirement System who defers
-----------
payment of a portion of compensation from the Employer pursuant to (i) a
Deferred Compensation Plan, or (ii) effective January 1, 1989, the Prudential
Supplemental Employee Savings Plan (or one of its predecessor plans, the
Non-Qualified Deferred Compensation Plan) that would, but for the deferral of
payment, constitute pensionable Earnings under the Retirement System (including
any such compensation that would have constituted Earnings but would have
exceeded the limit on compensation imposed by section 401(a)(17) of the Code) is
eligible to accrue Deferred Compensation Benefits under this Article.

4.2 Amount. The amount of a Participant's Deferred Compensation Benefits
------
shall be an amount equal to the excess, if any, of (a) over (b) below:

(a) such Participant's hypothetical accrued retirement benefits under the
Retirement System (expressed as a benefit at Normal Retirement Date),
determined by including as pensionable Earnings the amount of the
deferred compensation under the Deferred Compensation Plan and the
Prudential Supplemental Employee Savings Plan that would, but for the
deferral of payment, constitute pensionable Earnings under the
Retirement System (including such compensation that would have
constituted Earnings had it not exceeded the limit on compensation
imposed by section 401(a)(17) of the Code and determined without
regard to the limits on benefits imposed by Code section 415(b) and
(e)); and

(b) such Participant's accrued retirement benefits under the Retirement
System, and such Participant's accrued benefits under Articles II and
III of this Plan.

4.3 Adjustments for Early Retirement and Early Commencement. In the event
-------------------------------------------------------
the payment of Deferred Compensation Benefits commences prior to the
Participant's Normal Retirement Date, the amount of a Participant's Deferred
Compensation Benefits as calculated in Section 4.2 above shall be adjusted to
reflect the early benefit commencement date in accordance with the applicable
actuarial equivalence or early retirement factors set forth in the Retirement
System.

6

ARTICLE V

EARLY RETIREMENT BENEFITS
-------------------------

5.1 Eligibility. Each participant in the Retirement System (i) who retires
-----------
directly from Employer service as an office employee on or after the first day
of the month coinciding with or next following such Participant's fifty-ninth
(59th) birthday, (ii) who could complete twenty-five (25) years of Continuous
Service for the Employer before the first day of the month coinciding with or
next following such Participant's sixty-fifth (65th) birthday, and (iii) whose
last three consecutive years of Continuous Service were at a rank no lower than
that of departmental vice president, managing director or the equivalent of such
rank, is a Participant eligible to accrue Early Retirement Benefits under this
Article.

5.2 Amount. The amount of a Participant's Early Retirement Benefits, in the
------
case of a Participant who retires before his or her Normal Retirement Date,
shall be an amount equal to the excess, if any, of (a) over (b) below:

(a) such Participant's accrued retirement benefits under the Retirement
System, and accrued benefits under Articles II, III, and IV of this
Plan (expressed as a benefit at Normal Retirement Date), multiplied by
the applicable adjustment factor in paragraphs (1), (2) or (3) set
forth below:

(1) if the Participant retires on or after the first day of the month
following the date he or she has both completed twenty-five (25)
years of Continuous Service with the Employer and attained age
sixty (60), the adjustment factor used in determining such
benefits shall be equal to 1.00;

(2) if the Participant retires on or after the first day of the month
following the date he or she attains age sixty (60) and before he
or she has completed twenty-five (25) years of Continuous Service
with the Employer, the adjustment factor used in determining such
benefits shall be equal to 1.00, reduced by 5/9 of 1.00% for each
full month by which the Participant's retirement date precedes
the first day of the month following the date such Participant
would have completed twenty-five (25) years of Continuous Service
with the Employer; or

(3) if the Participant retires on or after the first day of the month
following the date he or she attains age fifty-nine (59) and
prior to the first day of the month following the date he or she
attains age sixty (60), the adjustment factor used in determining
such benefits shall be equal to 1.00,

(i) reduced by 5/9 of 1.00% for each full month by which the
Participant's retirement date precedes the first day of the
month following the date such Participant would have
completed twenty-five (25) years of Continuous Service with
the Employer, but excluding any full months by which the
Participant's retirement date precedes the first day of the
month following attainment of age sixty (60), and

(ii) further reduced for each remaining full month, if any, by
which the Participant's retirement date precedes the first
day of the month following attainment of age sixty (60) by
one-twelfth of the excess of: (A) the adjustment factor set
forth in subparagraph (i) above, over (B) the adjustment
factor applicable at age fifty-nine (59) under the
Retirement System.

7

(b) such Participant's accrued early retirement benefits under Article XI
of the Retirement System (as in existence on January 1, 1994 or any
successor provision), and such Participant's accrued benefits under
Articles II, III and IV of this Plan (as adjusted to reflect the early
commencement of benefits).


8

ARTICLE VI

PAYMENT OF BENEFITS
-------------------
6.1 Payment of Benefits. If a Participant has accrued any benefits
-------------------
described in Articles II through V of the Plan and is vested under the
Retirement System as a result of: (i) attaining Normal Retirement Age under the
Retirement System or (ii) having completed five (5) years of Vesting Service,
such Participant shall, subject to Section 6.3 below, begin receiving Plan
payments on the date monthly benefits commence under the Retirement System and
payments shall continue monthly thereafter, as long as payments to the
Participant or the Participant's beneficiary are made for that same month under
the Retirement System.

6.2 Form of Benefit. Subject to Section 6.3 below, benefits payable under
---------------
the Plan shall be paid to the Participant (and his or her beneficiary) in the
same form of benefit as the benefit payable to such Participant (and
beneficiary) under the Retirement System; provided, however, that:
-----------------

(a) the variable annuity option described in the Retirement System is
not available with respect to payments under the Plan, and

(b) the level income option described in the Retirement System will be
applied so that payments under the Plan are adjusted, if
necessary, so that the sum of the Participant's benefits under the
Retirement System, Primary Insurance Benefits related to Active
Service with the Company expected to become payable under Title II
of the Federal Social Security Act, and benefits under the Plan
are as nearly uniform as practical each month both before and
after the earliest date the Participant could receive payment of
such Primary Insurance Benefits.

6.3 Single Sum. (a) Effective January 1, 1990, in lieu of receiving
----------
benefits at the time and in the form set forth in Sections 6.1 and 6.2, a
Participant who meets the requirements set forth in paragraph (d) below may
elect to receive Plan benefits in a single sum payment pursuant to this Section
6.3 without regard to the form of retirement benefit payable to the Participant
under the Retirement System. Such election must be in writing and shall be
irrevocable.

(b) The single sum shall be paid to the Participant on such
Participant's retirement date under the Retirement System (or as soon as
practicable thereafter). Effective for any election received by the Committee on
or after March 1, 1995, the single sum shall be paid to the Participant on the
later of (i) such Participant's retirement date under the Retirement System or
(ii) the one-year anniversary of the date the Committee, or its designee,
receives such Participant's election of the single sum benefit (or as soon as
practicable thereafter). Such single sum benefit shall be in lieu of all
benefits otherwise payable to the Participant (and his or her beneficiary) under
the Plan and no death benefit (other than the death benefit described in Section
7.3) shall be payable under the Plan to the Participant's beneficiary.

(c) The amount of the single sum payment is the consideration that
would be required on the Participant's retirement date under the Retirement
System, or if later, on the date of payment, pursuant to the interest and
mortality assumptions specified by the Committee, as applicable on the actual
date of the single sum payment, to purchase all benefits otherwise payable to
the Participant under Articles II through V of the Plan in the form of a single
life annuity with a fifteen (15) year period certain for an unmarried
Participant or a fifty percent (50%) joint and survivor annuity for a married
Participant.

(d) A Participant may receive the single sum payment provided under
this Section 6.3 if and only if such Participant (i) makes the election to
receive the single sum (and the

9

Committee, or its designee, receives such election) prior to the date he or she
terminates employment with the Controlled Group, (ii) is eligible to retire
(including early retirement) under the Retirement System at the time of
termination of employment with the Controlled Group, (iii) has presented the
Committee, or its designee, with evidence of good health, within six (6) months
prior to the date of payment of the Participant's single sum, that is
satisfactory to the Committee and in accordance with the rules adopted for such
purpose and in effect at the time the evidence is submitted, and (iv) survives
until the expected payment date (such date being, as applicable, the later of:
(A) the Participant's retirement date under the Retirement System and (B) the
one-year anniversary of the date the Committee receives the Participant's single
sum election, if any).

(e) If a Participant who has elected the single sum payment fails to
provide satisfactory evidence of good health, does not survive until the
expected payment date, or is otherwise not eligible to receive the single sum
payment, Plan benefits shall be paid to the Participant (and/or the beneficiary,
as the case may be), as if the Participant had not elected the single sum
payment under this Section 6.3; provided, however, that in the event payments
-----------------
have already commenced to the Participant under the Retirement System but the
Participant has not yet received Plan benefits because the single sum could not
be paid until the one-year anniversary date of the single sum election (the
"waiting period"), the Participant (or the beneficiary, as the case may be)
shall receive the amount of Plan benefits that would have been paid to the
Participant during the waiting period if Plan benefits had been paid pursuant to
Sections 6.1 and 6.2 above.

10

ARTICLE VII

DEATH BENEFITS
--------------

7.1 Pre-Retirement Survivor Annuity Coverage for Married Participants.
-----------------------------------------------------------------

(a) Surviving Spouse Eligibility. The surviving spouse of each
----------------------------
Participant who dies prior to the commencement of the payment of
benefits under the Plan pursuant to Article VI above, who is
entitled to receive qualified pre-retirement survivor annuity
benefits under the Retirement System, is entitled to receive pre-
retirement spouse annuity benefits under this Section 7.1(a).

(1) Amount. The amount of a surviving spouse's monthly pre-
------
retirement spouse annuity benefits shall be equal to fifty
percent (50%) of the monthly benefits that would have been
payable to the Participant under the Plan if such Participant
had:

(i) elected to commence receiving benefits on the day before
the Participant's death, if death occurs after the date
the Participant attained the earliest possible Early
Retirement Date under the terms of the Retirement System;
or

(ii) experienced a Termination of Employment on the
Participant's date of death, survived to the Participant's
earliest possible Early Retirement Date under the terms of
the Retirement System, and died on the following day.

(2) Payment of Benefits. Benefit payments to a surviving spouse
-------------------
will be paid in the same manner and at the same time that pre-
retirement survivor annuity benefits for married participants
are paid under the Retirement System.

(b) Beneficiary Eligibility. If a married Participant who dies prior to
-----------------------
the commencement of the payment of benefits under the Plan pursuant
to Article VI above elects under the Retirement System payment of
pre-retirement death benefits in the form of subsidized or
unsubsidized pre-retirement period certain coverage for a
beneficiary rather than in the form of pre-retirement survivor
annuity coverage for a surviving spouse, and the beneficiary is
entitled to receive such benefits under the Retirement System, such
beneficiary is entitled to receive pre-retirement period certain
coverage under this Section 7.1(b).

(1) Amount. The amount of a beneficiary's monthly pre-retirement
------
period certain coverage shall be the same amount that would
have been payable to the beneficiary under the Plan under a
subsidized or unsubsidized post-retirement period certain
optional form of benefit if the Participant had elected to
commence receiving benefits in such form on the date of the
Participant's death.

(2) Payment of Benefits. Benefit payments to a beneficiary will be
-------------------
paid in the same manner and at the same time that pre-
retirement period certain coverage amounts are paid under the
Retirement System.



7.2 Pre-Retirement Period Certain Coverage for Unmarried Participants. If a
-----------------------------------------------------------------
Participant elects, or is deemed to have elected, subsidized or unsubsidized
pre-retirement period certain coverage for unmarried participants under the
Retirement System, that same election shall apply with respect to benefits
accrued under the Plan. The amount of a beneficiary's monthly pre-retirement
period certain coverage for unmarried Participants shall be the same amount that
would have been payable to the beneficiary under the Plan under a subsidized or
unsubsidized post-retirement period certain optional form of benefit if the
Participant had elected to commence receiving benefits in such form on the date
of the Participant's death. Benefit payments to a beneficiary will be paid in
the same manner, and at the same time, that pre-retirement period certain
coverage for unmarried participants amounts are paid under the Retirement
System.

7.3 Additional Death Benefit. If a Participant: (i) who is in service with
------------------------
an Employer prior to 1970, (ii) who is eligible to receive Early Retirement
Benefits, and (iii) dies on or after the first day of the month following such
Participant's attainment of age sixty-five (65) and (A) while in Employer
service or (B) after having retired directly from Employer service, a single sum
death benefit shall be payable as of the date of such Participant's death (in
addition to any other death benefits payable under the Plan). The single sum
death benefit payable under this paragraph shall be equal to the amount of one
year's payments of the portion of such Early Retirement Benefits accrued prior
to 1970 payable in the form of a single life annuity (without regards to the
manner in which Early Retirement Benefits are actually paid to a Participant).
The single sum death benefit shall be payable as of the date of such
Participant's death to a beneficiary or beneficiaries designated by the
Participant, if any, or otherwise to the Participant's estate. By proper written
request to the Company, in accordance with established rules, a Participant may
designate one or more beneficiaries, and may change any beneficiary previously
designated.

12

ARTICLE VIII

AD HOC COST OF LIVING ADJUSTMENTS
---------------------------------

8.1 September 1, 1996 Cost of Living Adjustment. (a) Subject to paragraph
-------------------------------------------
(b) below, the cost of living adjustment granted on September 1, 1996 to certain
Participants (as defined in the Retirement System), spouses, and beneficiaries
shall be provided under this Plan to the extent such cost of living adjustment
cannot be paid under the Retirement System by reason of Code section 401(a)(17)
or 415 (as reflected in the applicable provisions of the Retirement System).
Such cost of living adjustment shall be provided in the same form and at the
same time as the cost of living adjustment provided under the Retirement System.

(b) In the event a Participant who is eligible for the cost of living
adjustment granted on September 1, 1996 under the Retirement System elects to
receive a single sum distribution under Section 6.3 of this Plan, such
Participant shall not receive a cost of living adjustment under this Section
8.1. Likewise, in the event a spouse or beneficiary who is eligible for the cost
of living adjustment granted on September 1, 1996 under the Retirement System is
the spouse or beneficiary of a Participant who elected to receive a single sum
distribution under Section 6.3 of this Plan, such spouse or beneficiary shall
not receive a cost of living adjustment under this Section 8.1.


13

ARTICLE IX

ADMINISTRATION OF THE PLAN
--------------------------
9.1 Administration of the Plan. (a) The Plan shall be administered by the
--------------------------
Committee. The Committee shall maintain such procedures and records as will
enable the Committee to determine the Participants and their beneficiaries who
are entitled to receive benefits under the Plan and the amounts thereof.

(b) The head of the Human Resources Department of the Company may, in
his or her sole discretion, exercise the authority of the Committee and act as
the Committee in administering the Plan.

9.2 General Powers of Administration. (a) The Committee shall have the
--------------------------------
exclusive right, power and authority to interpret, in its sole discretion, any
and all of the provisions of the Plan; and to consider and decide conclusively
any questions (whether of fact or otherwise) arising in connection with the
administration of the Plan or any claim for benefits arising under the Plan. Any
decision or action of the Committee shall be conclusive and binding.

(b) Provisions set forth in the Retirement System with respect to claims
and appeals procedures, and immunities of the Committee (as defined in the
Retirement System) shall also be applicable with respect to the Plan.


14

ARTICLE X

AMENDMENT AND TERMINATION
-------------------------

10.1 Change or Termination of the Plan. (a) The Company reserves the right
---------------------------------
to amend or terminate the Plan in any respect and at any time and may do so
pursuant to a written resolution of the Compensation Committee of the Board of
Directors. Prior to August 12, 1997, such amendment or termination may include,
without limitation, discontinuing payments to Participants (and beneficiaries)
who have, prior to the time of amendment or termination, received such payments;
provided, however, that no amendment or termination of the Plan may adversely
affect (i) the rights of any spouse who, before the effective date of such
amendment or termination, has commenced receiving pre-retirement spouse annuity
benefits under Section 7.1 or (ii) the accrued benefit of any Participant, or
beneficiary to benefits that are bested pursuant to Section 10.1(c) below.

Effective August 12, 1997, no amendment or termination of the Plan shall have
the effect of reducing a Participant's accrued benefit under the Plan or vesting
status under the Plan as in effect immediately prior to the adoption of such
amendment or termination of the Plan (or, if later, the effective date of such
amendment or termination of the plan); provided, however, that the Company
reserves the right to amend or change any optional forms of benefit provided
under the Plan in any respect and at any time.

(b) The head of the Human Resources Department of the Company may adopt
minor amendments to the Plan without approval by the Compensation Committee of
the Board of Directors that (i) are necessary or advisable for purposes of
compliance with applicable laws and regulations, (ii) relate to administrative
practices, or (iii) have an insubstantial financial effect on Plan benefits and
expenses.

(c) Each Participant in service on or after January 1, 1994 (or
beneficiary of such Participant) shall be fully vested in benefits accrued prior
to January 1, 1994 under the Plan or under one or more of the Prior Programs.

15

ARTICLE XI

GENERAL PROVISIONS
------------------

11.1 Participant's Rights Unsecured and Unfunded. The Plan at all times
-------------------------------------------
shall be entirely unfunded. No assets of the Company or any other Participating
Affiliated Company shall be segregated or earmarked to represent the liability
for accrued benefits under the Plan. The right of a Participant (or his or her
beneficiary) to receive a payment hereunder shall be an unsecured claim against
the general assets of the Company. All payments under the Plan shall be made
from the general assets of the Company.

11.2 Transfer of Obligations. Effective December 10, 1996, by written
-----------------------
action of the Chief Financial Officer of the Company as memorialized in an
officer's certificate, the Company may transfer and thereby be released from its
primary liability for all or part of its payment obligations under the Plan,
provided that the transferee is an affiliate of the Company, the Company and the
transferee enter into a written agreement with respect to the transfer and
assumption of liabilities, and the rights of the employees to receive their
benefits under the Plan are not impaired as a result of the transfer and
assumption of liabilities under and in accordance with the transfer and
assumption agreement.

11.3 No Guarantee of Benefits. Nothing contained in the Plan shall
------------------------
constitute a guaranty by the Employer or any other person or entity that the
assets of the Company will be sufficient to pay any benefit hereunder.

11.4 No Enlargement of Employee Rights. Participation in the Plan shall
---------------------------------
not be construed to give any Participant the right to be retained in the service
of any Employer.

11.5 Non-Alienation Provision. No interest of any person or entity in, or
------------------------
right to receive a benefit or distribution under, the Plan shall be subject in
any manner to sale, transfer, assignment, pledge, attachment, garnishment, or
other alienation or encumbrance of any kind; nor may such interest or right to
receive a distribution be taken, either voluntarily or involuntarily for the
satisfaction of the debts of, or other obligations or claims against, such
person or entity, including claims for alimony, support, separate maintenance
and claims in bankruptcy proceedings.

11.6 Applicable Law. The Plan shall be construed and administered under
--------------
the laws of the State of New Jersey, except to the extent that such laws are
preempted by ERISA.

11.7 Taxes. To the extent required by law, amounts accrued under the Plan
-----
shall be subject to federal and state income, federal social security and
federal or state unemployment taxes during the year the services giving rise to
such amounts were performed (or, if later, when the amounts are both
determinable and not subject to a substantial risk of forfeiture). The Company,
the Employer or the Participating Subsidiary (as applicable) shall withhold from
any payments made pursuant to the Plan such amounts as may be required by
federal, state or local law, and the Company, the Employer or the Participating
Subsidiary (as applicable) further reserves the right: (a) to limit or reduce
the amounts intended to be deferred under the terms of the Plan as may be
necessary or appropriate in order to ensure that any required tax withholdings
can be deducted; and/or (b) to require the Participant to pay any taxes owed on
such amounts through personal check or payroll deduction.

11.8 Excess Payments. If the compensation, years of service, age, or any
---------------
other relevant fact relating to any person is found to have been misstated, the
Plan benefit payable by the Company to a Participant or Beneficiary shall be the
Plan benefit which would have been
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provided on the basis of the correct information. Any excess payments due to
such misstatement, or due to any other mistake of fact or law, shall be refunded
to the Company or withheld by it from any further amounts otherwise payable
under the Plan.

11.9 No Impact on Other Benefits. Amounts accrued or paid under the Plan
---------------------------
shall not be included in a Participant's compensation for purposes of
calculating benefits under any other plan, program or arrangement sponsored by
the Employer or Participating Subsidiary, unless such plan, program or
arrangement expressly provides that amounts accrued or paid under the Plan shall
be included.

11.10 Data. Each Participant or beneficiary shall furnish the Committee
----
with all proofs of dates of birth and death and proofs of continued existence
necessary for the administration of the Plan, and the Company shall not be
liable for the fulfillment of any Plan benefits in any way dependent upon such
information unless and until the same shall have been received by the Committee,
or its designee, in a form satisfactory to it.

11.11 Incapacity of Recipient. If a Participant or other beneficiary
-----------------------
entitled to a distribution under the Plan is living under guardianship or
conservatorship, distributions payable under the terms of the Plan to such
Participant or Beneficiary shall be paid to his or her appointed guardian or
conservator and such payment shall be a complete discharge of any liability of
the Company under the Plan.

11.12 Usage of Terms and Headings. Words in the masculine gender shall
---------------------------
include the feminine and the singular shall include the plural, and vice versa,
unless qualified by the context. Any headings are included for ease of reference
only, and are not to be construed to alter the terms of the Plan.


IN WITNESS WHEREOF, The Prudential Insurance Company of America has caused
this restatement to be executed as of September ___, 1997, effective January 1,
1996, except as otherwise provided herein.

THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA



By:___________________________
Michele S. Darling
Executive Vice President



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