PRUDENTIAL SEVERANCE PLAN FOR SENIOR EXECUTIVES

Published on


Exhibit 10.15

PRUDENTIAL SEVERANCE PLAN FOR SENIOR EXECUTIVES
(Effective as of June 16, 2000, and
Amended and Restated as of December 18, 2000)

The Prudential Severance Plan for Senior Executives (the "Plan") was
established by The Prudential Insurance Company of America (the "Company"),
effective as of June 16, 2000, and is hereby amended and restated as of December
18, 2000. The Plan is intended to be, and shall be administered as, an employee
welfare benefit plan as defined in Section 3(1) of the Employee Retirement
Income Security Act of 1974, as amended.

Section 1 - Purpose
-------------------

1.1 Except as otherwise provided in the Plan, this Plan does not provide
severance pay to any terminated Employee as a matter of right, and neither the
Company nor any Affiliated Company otherwise provides severance pay to
terminated Employees as a matter of right.

1.2 Except as otherwise provided in the Plan, whether or not severance pay,
if any, is to be paid to a terminated Employee is a matter solely within the
discretion of the Company.

1.3 The purpose of this Plan is to define those circumstances under which
the Company may pay severance to Eligible Employees.

Section 2 - Definitions
-----------------------

2.1 "Affiliated Company" means any 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, any 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), any organization included in the same affiliated
service group (within the meaning of Section 414(m) of the Code) as the Company,
and any 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 an Affiliated Company only for the period while it is a member of
the controlled group or considered to be in such common control group.

2.2 "Appeals Committee" means the committee that has been appointed
pursuant to Section 2.2 of the Prudential Severance Plan, which shall review and
make decisions on all appeals on denied claims for benefits pursuant to Section
5.3(b) of the Plan.

2.3 "Base Pay" means Base Pay as defined in Section 2704(b) of the
Prudential Retirement Plan, as of the date of the Eligible Employee's Eligible
Termination.

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

2.5 "Cause" means the following (as determined by the Company it its sole
discretion): dishonesty, fraud or misrepresentation; inability to obtain or
retain appropriate licenses; violation of any rule or regulation of any
regulatory agency or self-regulatory agency; violation of any policy or rule of
the Company or any Affiliated Company; commission of a crime; or any act or
omission detrimental to the conduct of the business of the Company or any
Affiliated Company.

2.6 "Claims Committee" means the committee that has been appointed by the
Compensation Committee of the Board pursuant to Section 5.1 of the Prudential
Severance Plan, which shall review and make decisions on all claims pursuant to
Section 5.3(a) of the Plan.

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

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

(a) 2.9 "Eligible Compensation" means the sum of the following for the
Eligible Employee as of the date of the Eligible Termination:

(i) Base Pay;

(ii) the total of the most recent three years' annual incentive
payments, if any, made to the Eligible Employee under The Prudential Annual
Incentive Plan, as amended (or the equivalent thereof as determined by the
Company in its sole discretion), divided by three; provided, however, that if
the Eligible Employee has been eligible for only one or two such payments during
such recent three-year period, the total of such payments shall be divided by
one or two, respectively, instead of three; and provided further, however, that
if, in any of such years being considered, the Eligible Employee has been
eligible to be considered for the payment of such an amount and such amount is
determined to be zero under such plan, such zero amount will be counted for the
purpose of this calculation; and

(iii) the amount, if any, that would be payable to the Eligible
Employee at plan under the Prudential Long-Term Performance Unit Plan that is
payable immediately after the date of the Eligible Employee's Eligible
Termination.

2.10 "Eligible Employee" means an Employee of a Participating Company who
at the time he or she incurs an Eligible Termination is an Employee performing
services in the United States for a Participating Company.

2.11 "Eligible Termination" means an Employee's involuntary termination of
employment with a Participating Company due to (i) the closing of an office or
business

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location, (ii) a reduction in force, (iii) a downsizing, (iv) the restructuring,
reorganization or reengineering of a business group, unit or department, or (v)
a job elimination; provided, however, that a termination of employment with a
Participating Company for any of the following reasons shall not constitute an
Eligible Termination:

(A) transfer of any Employee to any (1) Affiliated Company, or (2) entity
which is controlled by the Company through the ownership of a majority of its
voting stock (or other equivalent ownership interest), either directly or
indirectly through one or more intermediaries;

(B) voluntary termination of employment, unless the termination results
from:

(1) the Employee's participation in a voluntary separation program of
a business group, unit or department; or

(2) the Employee's rejection of an offer of a new job with the
Company, an Affiliated Company or an entity which is controlled
by the Company through the ownership of a majority of its voting
stock (or other equivalent ownership interest), either directly
or indirectly through one or more intermediaries, under
circumstances where his or her current job is no longer available
(such as, the job was eliminated, the job or its scope was
changed significantly, or the business location of the job has
changed), where (a) the new position has base salary plus annual
bonus at par (or the equivalent thereof) of less than 80% of the
base salary plus annual bonus at par (or the equivalent thereof)
of the current job, or (b) the commuting distance from the center
of the Employee's town of residence to the center of the town of
the new job's location is more than 49 miles, as determined by
the Company in its sole discretion;

(C) voluntary retirement;

(D) death;

(E) Cause;

(F) inability to perform the basic requirements of his or her position with
or without reasonable accommodation due to physical or mental incapacity and
after the Employee's short-term disability benefits have expired under the terms
of The Prudential Welfare Benefits Plan; or

(G) failure to return from an approved leave of absence.

Eligible Termination also shall not include an Employee's termination of
employment with a Participating Company as a result of a court decree,
outsourcing, sale (whether in whole or in part, of stock or assets), merger or
other combination, spin-off, reorganization, or liquidation, dissolution or
other winding up involving any Participating Company if such Employee receives a
job offer from any employer that is involved in such outsourcing, sale, merger
or other combination, spin-off, reorganization, or liquidation, dissolution or
other winding up.

2.12 "Employee" means any individual who is compensated by the Company or
an Affiliated Company for services actually rendered as a regular full-time or
regular

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part-time (but not a temporary) common law employee and who, at the time of the
Eligible Termination, has attained one of the following levels or grades at the
Company (or the equivalent of such level or grade as determined by the Company
in its sole discretion): a level 82 or a grade 5, a level 84 or a grade 4, or a
level 86 or a grade 3 or 2; provided, however, that:

(i) any such employee (A) who is a sales employee covered by the terms of
a collective bargaining agreement, (B) who is a non-management sales
force employee employed in Individual Financial Services Retail
and/or Prudential Property and Casualty Insurance Company and/or its
affiliates (or in any successor organizations thereto) and who (I) is
in training, pre-production, or (II) has been appointed to sell
Company products, (C) who is a marketing assistant employed in
Individual Financial Services Retail and/or Prudential Property and
Casualty Insurance Company and/or its affiliates (or in any successor
organizations thereto), or (D) whose level or grade at the Company or
at an Affiliated Company is more senior than level 86 or grade 2 at
the Company (or its equivalent as determined by the Company in its
sole discretion);

(ii) any individual who performs services for the Company or an Affiliated
Company but is not treated by the Company or the Affiliated Company,
as the case may be, at the time of performance of services as an
employee for federal tax purposes (regardless of any subsequent
recharacterization); and

(iii) any statutory employee of the Company or an Affiliated Company under
Code Section 3121(d)(3);

shall not be an Employee (or eligible for benefits) under the Plan.

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

2.14 "Participating Company" means (a) the Company, (b) any U.S. Affiliated
Company that (i) participates in The Prudential Retirement Plan, or (ii) adopts
the Plan by action of its own board of directors (or if the Affiliated Company
does not have a board of directors, by other appropriate action), with the
consent of the Company, and (c) The WMF Group, Ltd. or its successor that is a
U.S. Affiliated Company.

2.15 "Plan" means this Prudential Severance Plan for Senior Executives, as
from time to time amended.

2.16 "Prudential Retirement Plan" means The Prudential Retirement Plan
Document, a component of The Prudential Merged Retirement Plan, as amended, but
not including the Prudential Securities Incorporated Cash Balance Pension Plan
Document, a component of The Prudential Merged Retirement Plan.

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2.17 "Agreement and General Release" means a written document that includes
a release of rights and claims from an Eligible Employee in a form that is
satisfactory to, and approved by, the Company.

2.18 "Severance Pay" means the amount, if any, payable under Section 4 of
the Plan to an Eligible Employee.

2.19 "Week of Eligible Compensation" means one fifty-second (1/52) of the
Eligible Employee's Eligible Compensation.


Section 3 - Grant of Severance Pay
----------------------------------

3.1 As to each Eligible Employee who has an Eligible Termination, Severance
Pay will be granted to such Eligible Employee in an amount determined in
accordance with Section 4.1 or Section 4.2 of the Plan, as the case may be.

3.2 As to each Eligible Employee who has an Eligible Termination, the
determination of whether Severance Pay in addition to that provided under
Section 4.2(i) of the Plan will be granted to any Eligible Employee (or category
or group of Eligible Employees as defined by the Company) shall be made in the
sole discretion of the Company; provided, however, that as to an Eligible
Employee who is a level 82 or a grade 5, or a level 84 or a grade 4 at the
Company (or the equivalent of each such level or grade as determined by the
Company in its sole discretion) at the time of the Eligible Termination, in the
event that the Compensation Committee of the Board has reserved this discretion
to itself by means of a written resolution in accordance with the requirements
of the Company's by-laws and the Plan, such determination shall be made in the
sole discretion of the Compensation Committee of the Board; and provided
further, however, that as to an Eligible Employee who is a level 86 or a grade 3
or 2 at the Company (or the equivalent of such level or grade as determined by
the Company in its sole discretion) at the time of the Eligible Termination, in
the event that the Board has reserved this discretion to itself by means of a
written resolution, such determination shall be made in the sole discretion of
the Board.

3.3 Agreement and General Release. Any Severance Pay payable to an Eligible
-----------------------------
Employee under the Plan shall be conditioned upon the Eligible Employee signing
an Agreement and General Release and not exercising his or her right of
revocation under the Agreement and General Release. Any grant of Severance Pay
shall be null and void upon an Eligible Employee's failure to sign, or
subsequent revocation of, such Agreement and General Release. Any breach by an
Eligible Employee of an Agreement and General Release upon which any grant of
Severance Pay has been conditioned shall give the Company the right to terminate
any payment otherwise due and/or to the return of such Severance Pay, in
addition to any other remedy the Company may have.

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Section 4 - Determination of Amount of Severance Pay
----------------------------------------------------

4.1 Amount of Severance Pay from Schedule. Except as otherwise provided in
-------------------------------------
Section 4.2 and/or Section 4.3 of the Plan, as to each Eligible Employee who has
an Eligible Termination, Severance Pay will be granted to such Eligible Employee
in an amount equal to the product of the Eligible Employee's Week of Eligible
Compensation and the number of weeks determined in accordance with the schedule
in Appendix A of the Plan (with the result rounded up to the next higher $100
increment, unless the result is already a multiple of $100).

4.2 Minimum Amount of Severance Pay. Except as otherwise provided in
-------------------------------
Section 4.3 of the Plan, if the total amount of Severance Pay determined under
Section 4.2(i) and Section 4.2(ii) of the Plan exceeds the amount of Severance
Pay otherwise determined under Section 4.1 of the Plan, such greater amount
shall be payable to the Eligible Employee.

(i) Under the Schedule. As to each Eligible Employee who has an Eligible
------------------
Termination, Severance Pay will be granted to such Eligible Employee in an
amount equal to the product of the Eligible Employee's Week of Eligible
Compensation and the number of weeks determined in accordance with the following
schedule (with the result rounded up to the next higher $100 increment, unless
the result is already a multiple of $100):

----------------------------------- ---------------------------------
LEVEL OR GRADE AT THE COMPANY
(OR ITS EQUIVALENT) NUMBER OF WEEKS
----------------------------------- ---------------------------------
Level 82 or Grade 5 52
----------------------------------- ---------------------------------
Level 84 or Grade 4 52
----------------------------------- ---------------------------------
Level 86 or Grade 3 or 2 52
----------------------------------- ---------------------------------

(ii) Discretionary Amount. As to each Eligible Employee who has an Eligible
--------------------
Termination, the Company shall determine, in its sole discretion, the amount of
Severance Pay, if any, in addition to that provided under Section 4.2(i) of the
Plan that shall be granted to an Eligible Employee, subject to the following
limitation: such additional Severance Pay shall not exceed the product of the
Eligible Employee's Week of Eligible Compensation and 26; provided, however,
that as to an Eligible Employee who is a level 82 or a grade 5, or a level 84 or
a grade 4 at the Company (or the equivalent of each such level or grade as
determined by the Company in its sole discretion) at the time of the Eligible
Termination, in the event that the Compensation Committee of the Board has
reserved this discretion to itself by means of a written resolution in
accordance with the requirements of the Company's by-laws and the Plan, such
determination shall be made in the sole discretion of the Compensation Committee
of the Board; and provided further, however, that as to an Eligible Employee who
is a

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level 86 or a grade 3 or 2 at the Company (or the equivalent of such level
or grade as determined by the Company in its sole discretion) at the time of the
Eligible Termination, in the event that the Board has reserved this discretion
to itself by means of a written resolution, such determination shall be made in
the sole discretion of the Board.

4.3 Offsets and Maximum Amount of Severance Pay. Any Severance Pay payable
-------------------------------------------
under Section 4.1 or Section 4.2 of the Plan, as the case may be, shall be
reduced by the following (with the result rounded up to the next higher $100
increment, unless the result is already a multiple of $100):

(i) as to any Eligible Employee who has attained eligibility for an
Additional Retirement Benefit under Article XXVII of the
Prudential Retirement Plan, the Base Amount of such Additional
Retirement Benefit as defined in Section 2704(a) under the
Prudential Retirement Plan;

(ii) any severance payment under the Prudential Severance Plan and/or
the Prudential Severance Plan for Executives;

(iii) as to any Eligible Employee who is employed in the Alternative
Dispute Resolution area of the Policyowner Relations Division of
Operations and Systems and has received a completion bonus, the
amount of such completion bonus; and

(iv) any separation or other similar benefits of any kind from the
Company or any Affiliated Company or any plan or program
sponsored by the Company or any Affiliated Company (including,
but not limited to, any separation provisions under an
employment agreement and/or an offer letter);

for the same or a previous termination of employment, as determined by the
Company in its sole discretion; provided, however, that any such reduction will
not be made more than once under the Plan and under any other separation or
other similar benefits of any kind from the Company or any Affiliated Company or
any plan or program sponsored by the Company or any Affiliated Company
(including, but not limited to, the Prudential Severance Plan, the Prudential
Severance Plan for Executives and any separation provisions under an employment
agreement and/or an offer letter), as determined by the Company in its sole
discretion.

Notwithstanding anything to the contrary in the Plan, in no event, however, may
the Severance Pay granted to any Eligible Employee under the Plan (and under any
other plan or program of the Company and/or a Participating Company that
provides severance benefits, including, but not limited to, the Prudential
Severance Plan and/or the Prudential Severance Plan for Executives, as
determined by the Company in its sole discretion) for a given Eligible
Termination exceed the maximum permitted for employee welfare benefit

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plans such as the Plan under Section 2510.3-2(b)(1)(ii) of Title 29 of the Code
of Federal Regulations (or any successor thereto).

4.4 Reductions of Severance Pay. Any Severance Pay which the Company may
---------------------------
grant to an Eligible Employee may, in the sole discretion of the Company, be
reduced by any amounts owed by the Eligible Employee to the Company or the
Participating Company. The Eligible Employee's right to receive such Severance
Pay is conditioned upon his or her agreement to execute any documents deemed
necessary or appropriate by the Company to reduce the Severance Pay by any such
amounts owed.

4.5 Repayment of Severance Pay upon Rehire. If an Eligible Employee who has
--------------------------------------
incurred an Eligible Termination and been granted Severance Pay is rehired by
any Participating Company or Affiliated Company, the payment of Severance Pay
shall terminate immediately on the date of such rehire, and the Company may, in
its sole discretion, require the Eligible Employee to return any or all amounts
of Severance Pay that have been paid to the Eligible Employee.

4.6 Form of Payment of Severance Pay, and Taxes. Payment of any Severance
-------------------------------------------
Pay will be made in a lump sum as soon as practicable after the date of the
Eligible Employee's Eligible Termination, but not sooner than after receipt by
the Company of a fully executed Agreement and General Release and the exhaustion
of any revocation period thereunder. The Participating Company shall withhold
from any payments made pursuant to the Plan such amounts as may be required by
federal, state or local law.

Section 5 - Interpretation and Administration
---------------------------------------------

5.1 The Company and/or the Claims Committee, as the case may be, shall
maintain such procedures and records as each deems necessary or appropriate. The
plan year for keeping the records of the Plan shall be the calendar year.
Notwithstanding anything in the Plan to the contrary, whenever the Company takes
any action under the Plan, it shall do so as an exercise of a settlor function
and shall not be acting as a fiduciary.

5.2 The Claims Committee, which shall be the Plan administrator, shall have
the exclusive right, power and authority to interpret, in its sole discretion,
any and all 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 Severance Pay arising under the
Plan. Any decision or action of the Company or the Claims Committee, as the case
may be, shall be conclusive and binding.

5.3 (a) Claims. All inquiries and claims respecting the Plan shall be in
------
writing directed to the Claims Committee at such address as may be specified
from time to time. In accordance with Section 5.4 of the Plan, the Claims
Committee may appoint itself, one or more of its number, or any employee in the
Human Resources Department

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of the Company to hear claims for benefits. In the case of a claim respecting
benefits paid or payable to an Eligible Employee, a written determination
granting or denying the claim shall be furnished to the claimant within 90 days
of the date on which the claim is filed. If special circumstances, including,
but not limited to, the advisability of a hearing, require a longer period, the
claimant will be notified in writing, prior to the expiration of the 90-day
period, of the reasons for an extension of time; provided, however, that no
extensions will be permitted beyond 90 days after expiration of the initial 90-
day period. A denial or partial denial of a claim shall be dated and signed by
the Claims Committee and shall clearly set forth the following information:

(i) the specific reason or reasons for the denial;

(ii) specific reference to pertinent Plan provisions on which the denial
is based;

(iii) a description of any additional material or information necessary for
the claimant to perfect the claim and an explanation of why such material or
information is necessary; and

(iv) an explanation of the review procedure set forth in Section 5.3(b) of
the Plan.

If no written determination is furnished to the claimant, then the claim shall
be deemed denied and the review procedure described in Section 5.3(b) of the
Plan will become available to the claimant.

(b) Appeals. A claimant may obtain review of an adverse benefit
-------
determination by filing a written notice of appeal with the Appeals Committee
within sixty (60) days after the determination date or, if later, within sixty
(60) days after the receipt of a written notice denying the claim. Thereupon the
Appeals Committee shall appoint one or more persons in accordance with Section
5.4 of the Plan who shall conduct a full and fair review, which shall include
the appellant's right:

(i) to be represented by a spokesman;

(ii) to present a written statement of facts and of the appellant's
interpretation of any pertinent document, statute or regulation; and

(iii) to receive a prompt written decision clearly setting forth findings
of fact and the specific reasons for the decision written in a manner calculated
to be understood by the appellant and containing specific references to
pertinent Plan provisions on which the decision is based.

A decision shall be rendered no more than sixty (60) days after receipt of the
request for review, except that such period may be extended for an additional
sixty (60) days if the person or persons reviewing the appeal determine that
special circumstances, including, but not limited to, the advisability of a
hearing, require such extension. The Appeals Committee may appoint itself, one
or more of its number, or any other person or persons whether or not connected
with the Company to review an appeal, in accordance with Section 5.4 of the
Plan.

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(c) Claimants must follow the claims procedures described in Sections
5.3(a) and 5.3(b) of the Plan before taking action in any other forum regarding
a claim for benefits under the Plan. Any suit or legal action initiated by a
claimant under the Plan must be brought by the claimant no later than one year
following a final decision on the claim for benefits by the Claims Committee
(including the decision on any appeal of the claim by the Appeals Committee).
This one-year statute of limitations on suits for benefits shall apply in any
forum where a claimant initiates such suit or legal action.

5.4 The Company pursuant to action by the Executive Vice President of Human
Resources of the Company (or successor thereto), the Claims Committee and the
Appeals Committee shall each have the power to delegate their respective
responsibilities under the Plan to one or more of its members or officers, as
the case may be, or to employees or to other individuals or organizations, as
the case may be, by notifying them as to the duties and responsibilities
delegated. Each person to whom responsibilities are so delegated shall serve at
the pleasure of the entity or person making the delegation and, if an Employee,
without payment of additional compensation for such services. Any such person
may resign by delivering a written resignation to the entity or person that made
the delegation. Vacancies created by resignation, death or other cause may be
filled by the entity or person that made the delegation or the assigned
responsibility may be reassumed or redelegated by such entity or person.

Section 6 - Amendment and Termination
-------------------------------------

6.1 The Company shall have the right to amend or terminate the Plan in any
respect and at any time without notice, and may do so pursuant to a written
resolution of the Compensation Committee of the Board.

6.2 The Executive Vice President of Human Resources of the Company (or
successor thereto) or the Company's delegate or delegates appointed by such
officer in accordance with Section 5.4 of the Plan may adopt minor amendments to
the Plan without approval of the Compensation Committee of the Board 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.

Section 7 - General Provisions
------------------------------

7.1 Eligible Employee's Rights Unsecured and Unfunded. The Plan at all
-------------------------------------------------
times shall be entirely unfunded. No assets of any Participating Company shall
be segregated or earmarked to represent the liability for benefits under the
Plan. The right of an Eligible Employee to receive a payment hereunder shall be
an unsecured claim against the general assets of the Participating Company that
was the employer of such Eligible Employee. All payments under the Plan shall be
made from the general assets of the Participating Company that was the most
recent employer of the Eligible Employee.

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

7.3 No Enlargement of Employee Rights. The existence of this Plan or any
---------------------------------
payment of Severance Pay under the Plan shall not be deemed to constitute a
contract of employment between the Company or an Affiliated Company and any
Eligible Employee, nor shall it constitute a right to remain in the employ of
the Company or an Affiliated Company. Employment with the Company or an
Affiliated Company is employment-at-will and either party may terminate the
Employee's employment at any time, for any reason, with or without cause or
notice.

7.4 Non-Alienation Provision. Except as set forth in Section 4.4 of the
------------------------
Plan, and subject to the provisions of applicable law, 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.

7.5 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.

7.6 Excess Payments. If compensation, years of service or any other
---------------
relevant fact relating to any person is found to have been misstated, the Plan
benefit payable by the Participating Company to an Eligible Employee shall be
the Plan benefit that 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 Participating Company or
withheld by it from any further amounts otherwise payable under the Plan.

7.7 Impact on Other Benefits. Amounts paid under the Plan shall not be
------------------------
included in an Eligible Employee's compensation for purposes of calculating
benefits under any other plan, program or arrangement sponsored by the Company
or a Participating Company, unless such plan, program or arrangement expressly
provides that amounts paid under the Plan shall be included.

7.8 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.

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7.9 Supersession. The Plan, along with the Prudential Severance Plan,
------------
supersedes all statements, practices or policies, if any, with respect to
providing severance benefits to any Employee whose employment terminates on or
after June 16, 2000.

7.10 Effective Date. The Plan shall be effective as to Eligible
--------------
Terminations that occur on or after June 16, 2000, and the Plan as amended and
restated shall be effective as to Eligible Terminations that occur on or after
December 18, 2000.

IN WITNESS WHEREOF, The Prudential Insurance Company of America has caused
this Plan to be executed and adopted as of the date first above written.

THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA



Dated: December , 2000 By ______________________________________
Michele S. Darling
Executive Vice President, Human Resources

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Appendix A - Schedule under Section 4.1 of the Prudential Severance Plan for
----------------------------------------------------------------------------
Senior Executives
-----------------

--------------------------------------------- ----------------------------
YEARS OF SERVICE* NUMBER OF WEEKS
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1 OR LESS 6
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2 6
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3 9
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4 12
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5 15
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6 18
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7 21
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8 24
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9 27
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10 30
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11 33
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12 36
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13 39
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14 42
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15 45
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16 48
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17 51
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18 54
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19 57
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20 60
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21 63
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22 66
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23 69
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24 72
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25 75
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26 OR MORE 78
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*Service is based on adjusted service date as defined in Section 402(e) of the
Prudential Retirement Plan, and rounded up to the next full year of service.

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DRAFT 11/7/00 (5:00 PM)

SevPlanForSrExec2000Restatement11-7-00

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