PRUDENTIAL SUPPLEMENTAL EMPLOYEE SAVINGS PLAN

Exhibit 10.14
PRUDENTIAL SUPPLEMENTAL
EMPLOYEE SAVINGS PLAN


(effective as of January 1, 2001)


The Prudential Supplemental Employee Savings Plan (the "Plan") has been
established by The Prudential Insurance Company of America, effective January 1,
2001 (the "Effective Date"), for the purpose of providing unfunded benefits for
certain eligible employees (and their beneficiaries) that are in excess of the
limits on contributions to the Prudential Employee Savings Plan ("PESP") imposed
by either Sections 401(a)(17) and 415(c)(1)(A) of the Internal Revenue Code of
1986, as amended (the "Code").

The portion of the Plan that provides unfunded benefits in excess of the
limits imposed by Section 415(c)(1)(A) of the Code (the "Code Contribution
Limit," as hereafter defined) is intended to be, and shall be administered as,
an "excess benefit plan" within the meaning of Section 3(36) of the Employee
Retirement Income Security Act of 1974, as amended ("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.

This Plan is an amendment and restatement of The Prudential Insurance
Company of America Defined Contribution Excess Program, The Prudential Insurance
Company of America Non-Qualified Deferred Compensation Plan, and The Prudential
Insurance Company of America Supplemental Savings Program (also known as The
Prudential Insurance Company of America Supplemental Executive Savings Plan),
each as maintained by The Prudential Insurance Company of America prior to the
Effective Date (collectively, the "Prior Programs"). Amounts credited, but not
yet paid under the Prior Programs prior to the Effective Date shall be paid,
administered, and continue to accrue interest pursuant to the terms of this
Plan.

ARTICLE I

DEFINITIONS
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The following terms shall have the meanings hereinafter set forth. Other
terms that are capitalized in this Plan and that are not defined below shall be
defined in the same manner as they are defined in PESP.

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1.1 "Account" means the recordkeeping account maintained for a Participant
under the Plan to credit a Participant with the amounts that he or she may
become entitled under the terms of Article III of the Plan. For internal
recordkeeping purposes only, each Participant's Account may be subdivided into
various subaccounts by the Company, in its discretion.

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

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

1.4 "Code Compensation Limit" means the requirement, set forth under Code
Section 401(a)(17), that the annual compensation of each employee taken into
account under a qualified profit sharing or retirement plan and trust for any
year cannot exceed $150,000 annually, adjusted for inflation.

1.5 "Code Contribution Limit" means the requirement, set forth under Code
Section 415(c)(1)(A), that contributions made on behalf of any participant under
a qualified defined contribution plan and trust for any year cannot exceed
$30,000 annually, adjusted for inflation.

1.6 "Committee" means the Administrative Committee described in PESP,
unless otherwise exercised or designated under the provisions of Section 6.1 (b)
of the Plan.

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

1.8 "Compensation" means "Earnings" as defined in PESP, except that
Compensation shall be computed without regard to the limits imposed by the Code
Compensation Limit.

1.9 "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(m) 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.

1.10 "Earnings" shall have the meaning set forth in PESP.

1.11 "Effective Date" means January 1, 2001.

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1.12 "Eligible Employee" means an Employee who meets the eligibility
requirements of Section 2.1 of the Plan.

1.13 "Employee" means an individual employed by any Employer (including,
for these purposes, any individual who is not a common law employee of such
Employer) who is also a participant, as of any relevant date, in PESP.

1.14 "Employer" means the Company or an Affiliate participating in PESP.

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

1.16 "401(a)(17) Deferral" means the amount credited to a Participant's
Account under the Plan pursuant to Section 3.4 herein, including amounts
credited under the Prior Program called The Prudential Insurance Company of
America Non-Qualified Deferred Compensation Plan and interest thereon.

1.17 "401(a)(17) Matching Contribution" means the amount credited to a
Participant's Account under the Plan pursuant to Section 3.5 herein, including
contributions credited under the Prior Program called The Prudential Insurance
Company of America Supplemental Savings Program and interest thereon.

1.18 "415 Crossover Matching Contribution" means the amount credited to a
Participant's Account under the Plan pursuant to Section 3.3 herein, including
contributions credited under the Prior Program called The Prudential Insurance
Company of America Defined Contribution Excess Program and interest thereon.

1.19 "415 Deferral" means the amount credited to a Participant's Account
under the Plan pursuant to Section 3.1 herein, including contributions credited
under the Prior Program called The Prudential Insurance Company of America
Non-Qualified Deferred Compensation Plan and interest thereon.

1.20 "415 Matching Contribution" means the amount credited to a
Participant's Account under the Plan pursuant to Section 3.2 herein, including
contributions credited under the Prior Program called The Prudential Insurance
Company of America Defined Contribution Excess Program and interest thereon.

1.21 "Participant" means an Eligible Employee described in Article II who
is receiving credits to his or her Account under the Plan pursuant to Article
III. A Participant also includes an Eligible Employee who has previously
received credits under the Plan or one of the Prior Programs, but in each case
has not received full payment of his or her Account under the Plan or such Prior
Programs.

1.22 "PESP" means the Prudential Employee Savings Plan, as established and
effective as of January 1, 1994 and most recently amended and restated effective
as of

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January 1, 2001, as the same may be in effect from time to time, including any
successor plan.

1.23 "Plan" means this Prudential Supplemental Employee Savings Plan, as
amended from time to time.

1.24 "Prior Programs" means The Prudential Insurance Company of America
Defined Contribution Excess Program, The Prudential Insurance Company of America
Non-Qualified Deferred Compensation Plan, and The Prudential Insurance Company
of America Supplemental Savings Program (also known as The Prudential Insurance
Company of America Supplemental Executive Savings Plan) as in effect from time
to time prior to the Effective Date.

1.25 "Termination of Employment" means an individual's voluntary or
involuntary termination of employment with the Controlled Group for any reason,
including death. An individual who is receiving short-term disability benefits
under the Prudential Welfare Benefits Plan shall be deemed to have incurred a
Termination of Employment on the date such benefits are exhausted, unless such
individual has returned to work within the Controlled Group.

ARTICLE II

ELIGIBILITY AND PARTICIPATION
-----------------------------

2.1 Eligibility.
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(a) Prior Programs: Each Employee whose (i) After-Tax or Before-Tax
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Contributions (and any related Company Matching Contributions that may be
allocated on his or her behalf to PESP) could not be made by reason of the
limits on contributions contained in PESP for the purpose of satisfying the Code
Contribution Limit and/or (ii) Compensation for purposes of determining the
amount of After-Tax or Before-Tax Contributions (and any related Company
Matching Contributions that may be allocated on his or her behalf to PESP) was
limited by reason of the Code Compensation Limit shall be deemed to be an
"Eligible Employee" for purposes of participating in the Prior Programs.

(b) Eligibility Requirements Effective for Plan Year 2001 and Beyond:
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Each Employee whose

(i) (A) Before-Tax or Company Matching Contributions to PESP cannot
be made by reason of the limits on contributions contained in
PESP for the purpose of satisfying the Code Contribution Limit
and/or (B) Compensation for purposes of determining the amount of
Before-Tax or Company Matching Contributions that may be
allocated on his or

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her behalf to PESP is limited by reason of the Code Compensation
Limit; and

(ii) as of the time that either the Code Compensation Limit or Code
Contribution Limit is reached, is either deferring Earnings under
PESP or has either (A) been precluded from continuing to defer
Earnings in any Plan Year under PESP due to the operation of the
limitation on contributions of elective deferrals under Section
402(g) of the Code and/or the Code nondiscrimination test on
contributions of elective deferrals under Code Section 401(k)(3)
or (B) been precluded from receiving Company Matching
Contribution under PESP in any Plan Year because of the operation
of the nondiscrimination test on Company Matching Contributions
under Code Section 401(m)(2);

shall be deemed to be an "Eligible Employee" for purposes of participating in
the Plan.

2.2 Election to Participate in the Plan.
-----------------------------------

(a) General. Each Eligible Employee (and each individual participating in
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PESP who could become an Eligible Employee during the following Plan Year
because of increases in Compensation or the application of the Code Contribution
Limit) may elect to participate in the Plan during the following Plan Year, but
only if such election is made in writing and received by the Committee, or its
designee, prior to the beginning of the following Plan Year.

(b) "Late" Elections. Notwithstanding the provisions of Section 2.2(a)
---------------
above, each individual who (i) becomes eligible to participate in PESP or
otherwise becomes an Eligible Employee for the first time after the beginning of
a Plan Year, or (ii) who again becomes an Eligible Employee after a period of
ineligibility for any reason (but not within the same Plan Year), may elect to
participate in the Plan during the remainder of such Plan Year, but only if such
election is made in writing and received by the Committee, or its designee, no
later than 30 days after the date he or she first becomes an Eligible Employee.

(c) Election is Irrevocable. An election made under this Section 2.2 may
-----------------------
not be revoked by the Participant once a Plan Year has commenced (or if the
election is made under Section 2.2(b), once the election form is received by the
Committee or its designee within such 30 day period) and shall remain in force
until the last day of the Plan Year (or, if earlier, the Participant's
Termination of Employment in such Plan Year).

(d) Annual Elections Required; Form of Election. A new election to
-------------------------------------------
participate must be filed for each Plan Year, in a form and manner specified by
the Committee or its designee.

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2.3 Date Participation Commences. Effective for Plan Years beginning on or
----------------------------
after January 1, 2001, each Eligible Employee who has elected to participate
shall become a Participant and commence participation under Sections 3.1 through
3.5 of the Plan during the first payroll period during a Plan Year at the
earliest to occur of (a) the Eligible Employee's Compensation first exceeds the
limit imposed by the Code Compensation Limit or (b) the inability of the
Eligible Employee's Before-Tax or Company Matching Contributions to PESP to be
made by reason of the limits on contributions contained in PESP for the purpose
of satisfying the Code Contribution Limit; provided, however, that in either
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case such Eligible Employee must have filed a valid payroll deduction election
under PESP related to such Plan Year in order for any amounts to be credited to
an Eligible Employee under the Plan. Once an Eligible Employee commences
participation in the Plan by reason of the Code Contribution Limit or the Code
Compensation Limit in a particular Plan Year, such Participant shall have his
benefits calculated under the Plan only by reference to such particular Limit
for such year.


ARTICLE III

CONTRIBUTIONS
-------------

3.1 415 Deferral. Each Participant's Compensation for a Plan Year shall be
------------
reduced on a pre-tax basis by the amount of 415 Deferral credited to such
Participant under the Plan for the Plan Year, determined as follows:

(a) (a) Prior Programs. The amount of 415 Deferral credited to a
--------------
Participant's Account under the Prior Programs was equal to a percentage of the
Participant's Earnings (up to three percent (3%)) that would have been allocated
to PESP but for the application of the Code Contribution Limit for such Plan
Year.

(b) 415 Deferral Requirements Effective Plan Year 2001. Effective for
--------------------------------------------------
Plan Years beginning on or after January 1, 2001, the amount of 415 Deferral
that may be credited to a Participant's Account will be equal to a percentage of
the Participant's Earnings that would have been allocated to PESP on the
Participant's behalf as Before-Tax Contributions but for the application of the
Code Contribution Limit for such Plan Year. Such percentage (up to four percent
(4%)) of Earnings shall be selected at the direction of the Participant (in a
form specified by the Committee or its designee).

3.2 415 Matching Contribution. The amount of 415 Matching Contribution
-------------------------
that shall be credited to a Participant's Account for any Plan Year shall be
equal to the amount of 415 Deferral, if any, credited to his or her Account for
the same Plan Year under Section 3.1 herein; provided, however, that if a
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Participant's Earnings are not reduced by 415 Deferral during the last month of
the Plan Year due to the Employer's failure to timely commence payroll
deductions, such Participant shall still be credited

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with 415 Matching Contribution in the amount that would have been credited if
such 415 Deferral had been timely deducted from the Participant's paycheck.

3.3 415 Crossover Matching Contributions. Each Participant shall have
------------------------------------
credited to his or her Account for a Plan Year an amount, if any, equal to the
excess of (a) over (b) below:

(a) The amount of Company Matching Contributions that would have been
allocated to the PESP Company Matching Contribution Account of the
Participant for the Plan Year if such Company Matching Contributions
had been computed without regard to the limits imposed by the Code
Contribution Limit; less

(b) The amount of the Company Matching Contributions actually allocated to
the PESP Company Matching Account of the Participant for the Plan
Year;

provided, however, that in the event contributions cannot be made by the
- -------- -------
Participant to PESP because of the Code Contribution Limit in a particular Plan
Year, no 415 Crossover Matching Contributions shall be credited to the
Participant's Account in respect of such contributions for a Plan Year under
this Section 3.3 (and may only be credited to the extent permitted under Section
3.2 above).

3.4 401(a)(17) Deferral. Each Participant's Compensation for a Plan Year
-------------------
shall be reduced on a pre-tax basis by the amount of the 401(a)(17) Deferral
credited to such Participant under the Plan for the Plan Year, determined as
follows:

(a) Prior Programs. The amount of 401(a)(17) Deferral credited to a
--------------
Participant's Account for any Plan Year under the Prior Programs was equal to a
percentage of the Participant's Earnings (up to three percent (3%)) that would
have been allocated to PESP but for the application of the Code Compensation
Limit for such Plan Year.

(b) 401(a)(17) Deferral Requirements Effective Plan Year 2001. Effective
---------------------------------------------------------
for Plan Years beginning on or after January 1, 2001, the amount of 401(a)(17)
Deferral that may be credited to a Participant's Account will be equal to a
percentage of the Participant's Earnings that would have been allocated to PESP
on the Participant's behalf as Before-Tax Contributions but for the application
of the Code Compensation Limit for such Plan Year. Such percentage (up to four
percent (4%) of Earnings shall be selected at the direction of the Participant
(in a form specified by the Committee or its designee).

3.5 401(a)(17) Matching Contribution. The amount of 401(a)(17) Matching
--------------------------------
Contribution that shall be credited to a Participant's Account for any Plan Year
shall be equal to the amount of 401(a)(17) Deferral, if any, credited to his or
her Account for the same Plan Year under Section 3.4 herein; provided, however,
-------- -------
that if a Participant's Earnings are not reduced by 401(a)(17) Deferral during
the last month of the Plan Year

7

due to the Employer's failure to timely commence payroll deductions, such
Participant shall still be credited with 401(a)(17) Matching Contribution in the
amount that would have been credited if such 401(a)(17) Deferral had been timely
deducted from the Participant's paycheck.

3.6 Vesting. A Participant shall be fully vested in all amounts credited
-------
to his or her Account under the Plan (including, but not limited to, amounts
credited to his or her Account under the terms of the Prior Plans).

3.7 No Impact on Other Benefits. Amounts credited to a Participant's
---------------------------
Account under this Article III shall not be included in a Participant's
Compensation for purposes of calculating benefits under any other program, plan
or arrangement sponsored by an Employer, unless such program, plan or
arrangement expressly provides that such amount credited to a Participant under
this Plan shall be included.


ARTICLE IV

VALUATION AND INTEREST ON CONTRIBUTIONS
---------------------------------------

4.1 Crediting of Contributions. 415 Deferral, 415 Matching Contribution,
--------------------------
415 Crossover Matching Contributions, 401(a)(17) Deferral, and 401(a)(17)
Matching Contribution shall be credited to a Participant's Account as soon as
practicable after the end of each payroll period, and at the same time such
amount would have been contributed to the Participant's respective PESP
Accounts.

4.2 Interest. Amounts credited to a Participant's Account shall begin to
--------
accrue interest on the date such amounts are credited under the Plan and
continue to accrue interest until the date such amounts are distributed to the
Participant. Interest shall be computed at a rate equal to the interest rate
credited to The Prudential Fixed Rate Fund under PESP. The Company reserves the
right to change the interest rate for future periods at any time by amendment to
the Plan.

4.3 Valuation. A Participant's Account under the Plan shall be valued
---------
(including the crediting of interest under section 4.2 herein) daily.


ARTICLE V

PAYMENT OF PLAN BENEFITS
------------------------

5.1 General Provision. Except as provided in Section 5.2 herein, a
-----------------
Participant's Account shall be paid to such Participant in a lump sum within
sixty (60) days following his or her Termination of Employment, or as soon as
practicable thereafter; provided that, upon the death of a Participant, such
-------- ----
Account shall to the extent

8

remaining unpaid, be paid to such Participant's Beneficiary as designated or
otherwise determined under PESP in a lump sum within sixty (60) days following
the Participant's death, or as soon as practicable thereafter.

5.2 5.2 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 the appointed guardian or
conservator and such payment shall be a complete discharge of any liability of
the Company or any other Employer under the Plan.


ARTICLE VI

ADMINISTRATION OF THE PLAN
--------------------------

6.1 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 a benefit
under the Plan and the amounts thereof.

(b) The Executive Vice President of Human Resources of the Company may, in
his or her sole discretion, (i) exercise the authority of the Committee and act
as the Committee in administering the Plan, or (ii) designate either the Vice
President - Total Compensation, or the Vice President - Employee Benefits of the
Company to exercise the authority of the Committee and act as the Committee in
administering the Plan on his or her behalf.

6.2 General Powers of Administration.
--------------------------------

(a) The Committee or its designee 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 ultimate claim for benefits arising under the Plan. The Appeals
Committee (as defined under PESP) shall be responsible for the claims and
appeals procedures under this Plan, subject to the ultimate review of the
Committee or its designee. Any decision or action of the Committee shall be
conclusive, final and binding.

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

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6.3 Beneficiary Designation. Any designation by a Participant of a
-----------------------
beneficiary under PESP, or determination of a beneficiary under PESP, shall also
apply for purposes of this Plan.


ARTICLE VII

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

7.1 Amendment and Termination.
-------------------------

(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; provided, however, that (i) no
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amendment or termination of the Plan shall directly or indirectly reduce the
amount credited to any Participant's Account under the Plan as of the adoption
of such amendment or termination of the Plan (or, if later, the effective date
of such amendment or termination of the Plan) and (ii) with respect to any
acceleration of payments from the Plan to Participants (or their beneficiaries)
that may be provided for by the Compensation Committee of the Board of Directors
in accordance with the provisions of Section 7.2, no such acceleration of
payments shall be deemed a direct or indirect reduction of amounts credited to
any Participant's Account for these purposes.

(b) The Executive Vice President of Human Resources 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.

7.2 Effect of Termination. Upon termination of the Plan, distribution of
---------------------
each Participant's Account under the Plan shall be made to the Participant (or
his or her beneficiary) in the manner and at the time described in Article [V]
of the Plan unless the resolution of the Compensation Committee of the Board of
Directors specifies another time and manner of distribution. No additional
contributions shall be credited under the Plan, but interest shall continue to
be credited hereunder until the full amount has been distributed to the
Participant (or his or her beneficiary).

ARTICLE VIII

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


8.1 Participant's Rights Unsecured and Unfunded. This Plan is both an
-------------------------------------------
"excess benefit Plan" (as defined under ERISA Section 3(36)) and an unfunded
plan maintained primarily to provide deferred compensation benefits for a select
group of

10

management or highly-compensated employees within the meaning of Sections 201,
301 and 401 of ERISA, and therefore is exempt from the provisions of Parts 2,3
and 4 of Title I of ERISA. Accordingly, no assets of the Company shall be
segregated or earmarked to represent the liability for accrued benefits under
the Plan. Amounts referenced in Participant Account statements are only
recordkeeping devices reflecting such liability for accrued benefits. 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 funds of the Company. The
Company is not required to set aside money or any other property to fund its
obligations under the Plan, and all amounts that may be set aside by the Company
prior to the distribution of Account balances under the terms of the Plan remain
the property of the Company.

Notwithstanding the foregoing, nothing in this Section 8.1 shall preclude
the Company, in its sole discretion, after the Effective Date from establishing
a "rabbi trust" or other vehicle in connection with the operation of this Plan,
provided that no such action shall cause the Plan to fail to be an unfunded plan
designed to satisfy the requirements of ERISA Section 3(36) or provide deferred
compensation benefits for a select group of management or highly-compensated
employees for purposes within the meaning of Title I of ERISA.


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

8.3 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.

8.4 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.

8.5 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.

8.6 Taxes. To the extent required by law, amounts accrued under the Plan
-----
shall be subject to federal social security and unemployment taxes during the
year the services giving rise to such amounts were performed (or, if later, when
the amounts are

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both determinable and not subject to a substantial risk of forfeiture). The
Company shall withhold from any payments made pursuant to the Plan such amounts
as may be required by federal, state or local law.

8.7 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 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.

8.8 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
in form satisfactory to it.

8.9 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 undersigned, pursuant to the authorization granted
to her by the Compensation Committee of the Board of Directors on January 9,
2001, hereby establishes the Prudential Supplemental Employee Savings Plan,
effective as of January 1, 2001.


---------------------------
Michele S. Darling
Executive Vice President, Human Resources
The Prudential Insurance Company
of America

Date: ______________


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