AMENDED AND RESTATED CERT OF INCORPORATION

Exhibit 3.1

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

OF

PRUDENTIAL FINANCIAL, INC.




First: The name of the Corporation is Prudential Financial, Inc.
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(hereinafter the "Corporation").

Second: The address of the current registered office of the
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Corporation in the State of New Jersey is 751 Broad Street, in the City of
Newark, County of Essex, 07102. The name of its current registered agent at that
address is Susan L. Blount.

Third: The purpose of the Corporation is to engage in any lawful act
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or activity within the purposes for which corporations may be organized under
the New Jersey Business Corporation Act (the "BCA").

Fourth: The total number of shares of all classes which the
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Corporation has authority to issue is 1,520,000,000 of which 1,510,000,000 shall
be designated as "common stock", having a par value of one cent ($.01), and
10,000,000 shall be designated as "Preferred Stock", having a par value of one
cent ($.01). The Corporation shall have the authority to issue shares of common
stock in two classes (references herein to "common stock" refer to the shares of
both classes to the extent issued). One class of common stock shall be
designated as "Common Stock" and shall initially consist of 1,500,000,000
authorized shares, each having a par value of one cent ($.01). The second class
of common stock shall be designated as "Class B Stock" and shall initially
consist of 10,000,000 authorized shares, each having a par value of one cent
($.01). The designations and the preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the shares of each class of stock are as
follows:

(a) Preferred Stock. The board of directors of the Corporation (the
---------------
"Board of Directors") is expressly authorized to provide for the issuance of all
or any shares of the Preferred Stock in one or more classes or series, and to
fix for each such class or series such voting powers, full or limited, or no
voting powers, and such distinctive designations, preferences and relative,
participating, optional or other special rights and such qualifications,
limitations or restrictions thereof,

as shall be stated and expressed in the resolution or resolutions adopted by the
Board of Directors providing for the issuance of such class or series and as may
be permitted by the BCA, including, without limitation, the authority to provide
that any such class or series may be (i) subject to redemption or purchase at
such time or times and at such price or prices; (ii) entitled to receive
dividends (which may be cumulative or non-cumulative) at such rates, on such
conditions, and at such times, and payable in preference to, or in such relation
to, the dividends payable on any other class or classes or any other series;
(iii) entitled to such rights upon the liquidation of, or upon any distribution
of the assets of, the Corporation; (iv) entitled to the benefit of a sinking or
retirement fund to be applied to the purchase or redemption of shares of the
class or series and, if so entitled, the amount of such fund and the manner of
its application, including the price or prices at which the shares may be
redeemed or purchased through the application of such fund; (v) subject to terms
dependent upon facts ascertainable outside the resolution or resolutions
providing for the issuance of such class or series adopted by the Board of
Directors, provided that the manner in which such facts shall operate upon the
voting powers, designations, preferences, rights and qualifications, limitations
or restrictions of such class or series is clearly and expressly set forth in
the resolution(s) providing for the issuance of such class or series by the
Board of Directors; or (vi) convertible into, or exchangeable for, shares of any
other class or classes of stock, or of any other series of the same or any other
class or classes of stock, of the Corporation at such price or prices or at such
rates of exchange and with such adjustments; all as may be stated in such
resolution or resolutions; provided, however, unless holders of a majority of
the outstanding shares of Class B Stock approve, the Board of Directors shall
not have the authority to issue any shares of Preferred Stock that are
convertible into or exchangeable for shares of Class B Stock or that have
dividend, liquidation or other preferences with respect to the Class B Stock but
not the Common Stock or disproportionately with respect to the Class B Stock as
compared to the Common Stock. The Board of Directors shall have the authority to
change the designation or number of shares, or the relative rights, preferences
and limitations of the shares, of any theretofore established class or series no
shares of which have been issued.

(b) common stock. Subject to Section (c) of this Article FOURTH, the
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common stock of the Corporation shall possess all such rights and privileges as
are afforded to capital stock by law, including, but not limited to, the
following rights and privileges:

1. Reclassification; Definitions.

When the filing of this Amended and Restated Certificate of
Incorporation becomes effective, each share of "Common Stock" outstanding
immediately prior thereto shall thereupon automatically be reclassified as one
share of Common Stock (and outstanding certificates that had theretofore





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represented shares of "Common Stock" shall thereupon represent an equivalent
number of shares of Common Stock despite the absence of any indication thereon
to that effect). Capitalized terms used below in this Section (b) of Article
FOURTH have the meanings set forth adjacent to such terms or in Sections (b)6
and (b)8 below.

2. Dividends.

(i) Dividends. Subject to all of the rights of the Preferred Stock as
expressly provided herein, by law or by the Board of Directors pursuant to
this Article FOURTH, the holders of the Common Stock shall be entitled to
receive dividends on their shares of Common Stock if, as and when declared
by the Board of Directors with respect to such class out of legally
available funds for the payment of dividends under the BCA, provided the
aggregate amounts declared as dividends on Common Stock on any day may not
exceed the Available Dividend Amount for the Financial Services Businesses
on that day. Subject to all of the rights of the Preferred Stock as
expressly provided herein, by law or by the Board of Directors pursuant to
this Article FOURTH, the holders of the Class B Stock shall be entitled to
receive dividends on their shares of Class B Stock if, as and when declared
by the Board of Directors with respect to such class out of legally
available funds for the payment of dividends under the BCA that, in
aggregate amount per annum, are at least equal to the lesser of (a) the
product of (x) the number of outstanding shares of Class B Stock on the
applicable record date and (y) subject to any adjustment required by
Section (b)8 or (b)9(i) of this Article FOURTH, $9.625 per share per annum
(the "Target Dividend Amount") or (b) the amount of the CB Distributable
Cash Flow, in each case of (a) or (b), for the period as to which the
dividend is declared or payable, provided, in any event, the aggregate
amount declared as dividends on Class B Stock on any day may not exceed the
Available Dividend Amount for the Closed Block Business on that day. For
the avoidance of doubt notwithstanding the foregoing formulation, the Board
of Directors is not required to declare or pay dividends on the Class B
Stock in circumstances where dividends could be paid pursuant to the
foregoing sentence and the right of holders of Class B Stock to dividends
is non-cumulative; provided, however, that in the event dividends are not
declared and paid on the Class B Stock with respect to an annual or
quarterly period in the amount of at least the lower of the CB
Distributable Cash Flow or the Target Dividend Amount, cash dividends shall
not be declared and paid, or set apart for payment, on the Common Stock
with respect to such annual or quarterly period.

(ii) Discrimination Between or Among Classes of common stock. Subject
to Section (b)2(i) of this Article FOURTH and subject to





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all of the rights of the Preferred Stock as expressly provided herein, by
law or by the Board of Directors pursuant to this Article FOURTH, the
Corporation shall have the authority to declare and pay dividends on both,
one or neither class of common stock in equal or unequal amounts,
notwithstanding the performance of either Business, the amount of assets
available for dividends on either class of common stock, the amount of
prior dividends paid on either class of common stock or any other factor,
without any prior claim of the shareholders of either class to such
declaration or payment.

3. Exchange of Class B Stock.

(i) Exchange of Class B Stock for Common Stock.

(a) The Corporation may, at any time (including, without
limitation, in anticipation of a merger, consolidation or other
business combination of the Corporation with another corporation or
person or other transaction referred to in Section (b)8 of this
Article FOURTH), issue, in exchange for all of the outstanding shares
of Class B Stock, a number of shares of Common Stock (rounded, if
necessary, to the next greatest whole number of shares) having an
aggregate value equal to 120% of the aggregate Fair Market Value of
the outstanding shares of Class B Stock.

(b) In the event (1) a Disposition of the Closed Block Business
(other than an Exempt Disposition) has occurred, or (2) a Change of
Control of the Corporation has occurred, the Corporation shall issue,
in exchange for all of the outstanding shares of Class B Stock, a
number of shares of Common Stock (rounded up, if necessary, to the
next greatest whole number) having an aggregate value equal to 120% of
the aggregate Fair Market Value of the Class B Stock.

(c) In the event a Cash/Private Transaction has occurred (whether
or not it constitutes a Change of Control of the Corporation), the
Corporation shall exchange all the outstanding shares of Class B Stock
in accordance with Section (b)8(iii) of this Article FOURTH.




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(ii) General Exchange Provisions.

(a) If the Corporation has determined to, or is required to,
complete an exchange described in Section (b)3(i) of this Article
FOURTH:

(1) the Corporation shall issue a public announcement by press
release of its intention or requirement to effect such exchange;
with respect to exchanges pursuant to Sections (b)3(i)(b) and
(b)3(i)(c) of this Article FOURTH, such announcement shall be
made (regardless of any prior announcement relating to the
Disposition, Change of Control or Cash/Private Transaction) no
later than the date of occurrence of the Disposition, Change of
Control or Cash/Private Transaction, respectively;

(2) the Corporation shall send a notice to the holders of Class B
Stock as soon as practicable after the foregoing public
announcement, indicating the Corporation's determination to
effect such exchange and specifying the Board of Directors'
proposed appraiser to determine the Fair Market Value of the
Class B Stock in accordance with Section (b)4(iii) of this
Article FOURTH, and such proposed appraiser (or a second or third
proposed appraiser) shall be chosen pursuant to said Section
(b)4(iii) of this Article FOURTH;

(3) with respect to:

(i) Section (b)3(i)(a) of this Article FOURTH, the Fair
Market Value of the Class B Stock shall be determined as of
the completion date of the appraisal of the Fair Market
Value of the Class B Stock, and the value of the Common
Stock shall be the average Market Value of the Common Stock
during the 20 consecutive Trading Day period ending on the
5th Trading Day prior to the exchange date;

(ii) Section (b)3(i)(b)(1) of this Article FOURTH, the Fair
Market Value of the Class B Stock shall be determined as of
the Business Day immediately preceding the date of the
consummation of such Disposition, and the value of the
Common Stock shall be the average Market Value of the Common
Stock during the 20






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consecutive Trading Day period ending on the 5th Trading Day
prior to the exchange date;

(iii) Section (b)3(i)(b)(2) of this Article FOURTH, the Fair
Market Value of the Class B Stock shall be determined as of
the date of occurrence of the Change of Control, and the
value of the Common Stock shall be the average Market Value
of the Common Stock during the 20 consecutive Trading Day
period ending on the 5th Trading Day prior to the exchange
date; and

(iv) Section (b)3(i)(c) of this Article FOURTH, the Fair
Market Value of the Class B Stock shall be determined as of
the date a majority of the outstanding shares of Common
Stock are converted, exchanged or purchased in a
Cash/Private Transaction, and the value of the Common Stock
for purposes of determining the number of shares of Common
Stock to be exchanged for cash and/or securities obtainable
upon exchange of the Class B Stock shall be the average
Market Value of the Common Stock during the 20 consecutive
Trading Day period ending on the 5th Trading Day prior to
the date a majority of the outstanding shares of Common
Stock are so converted, exchanged or purchased;

(4) the exchange date shall be no later than 10 Business Days after
the completion date of the appraisal of the Fair Market Value of
the Class B Stock;

(5) upon determination of the identity of the appraiser pursuant to
Section (b)4(iii) of this Article FOURTH, the Corporation shall
issue a second public announcement by press release specifying
the intended exchange date and intended period for determination
of the average Market Value of the Common Stock;

(6) upon completion of the appraisal of the Fair Market Value of the
Class B Stock and determination of the Market Value of the Common
Stock, the Corporation shall issue a second notice to the holders
of the Class B Stock, which will contain: (x) the date of
exchange, (y) the number of shares of Common Stock





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to be issued in exchange for each outstanding share of Class B
Stock (accompanied by a statement setting forth the calculation
thereof), and (z) the place or places where certificates for such
shares of Class B Stock, properly endorsed or assigned for
transfer (unless the Corporation waives such requirement), should
be surrendered for delivery of the Common Stock to be issued or
delivered by the Corporation in such exchange;

(7) the exchange shall be completed within 90 days of the public
announcement referred to in clause (1) above; and

(8) notwithstanding that a Cash/Private Transaction pursuant to
Section (b)8(iii) of this Article FOURTH is also a Change of
Control, it shall be treated as a Cash/Private Transaction
pursuant to the foregoing.

(b) Neither the failure to mail any notice required by this
Section (b)3(ii) of Article FOURTH to any particular holder of Class B
Stock nor any defect therein would affect the sufficiency thereof with
respect to any other holder of Class B Stock or the validity of any
exchange contemplated hereby.

(c) No holder of shares of Class B Stock being exchanged shall
be entitled to receive any shares of Common Stock in such exchange
until such holder surrenders certificates for its shares of Class B
Stock, properly endorsed or assigned for transfer, at such place as
the Corporation shall specify (unless the Corporation waives such
requirement). As soon as practicable after the Corporation's receipt
of certificates for such shares of Class B Stock, the Corporation
shall deliver to the person for whose account such shares were so
surrendered, or to the nominee or nominees of such person, any shares
of Common Stock issued to such holder in the exchange.

(d) From and after the date of any exchange of Class B Stock
for Common Stock completed pursuant to Section (b)3(i) of this Article
FOURTH, all rights of a holder of shares of Class B Stock being
exchanged shall cease except for the right, upon surrender of the
certificates theretofore representing such shares, to receive any
shares of Common Stock (and, if such holder was a holder of record as
of the close of business on the record date for a dividend not yet
paid, the right to receive such dividend). A holder of shares of Class
B Stock being exchanged shall not be entitled to receive any dividend
or other distribution with respect to shares of





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Common Stock until after certificates theretofore representing the
shares being exchanged are surrendered as contemplated above. Upon
such surrender, the Corporation shall pay to the holder the amount of
any dividends or other distributions (without interest) which
theretofore became payable with respect to a record date occurring
after the exchange, but which were not paid by reason of the
foregoing, with respect to the number of whole shares of Common Stock
represented by the certificate or certificates issued upon such
surrender. From and after the date set for any exchange, the
Corporation shall, however, be entitled to treat the certificates for
shares of Class B Stock being exchanged that were not yet surrendered
for exchange as evidencing the ownership of the number of whole shares
of Common Stock for which the shares of such Class B Stock should have
been exchanged, notwithstanding the failure to surrender such
certificates.

(e) The Corporation may, subject to applicable law, establish
such other rules, requirements and procedures to facilitate any
exchange contemplated by Section (b)3(ii) of this Article FOURTH
(including longer time periods and alternative procedures for
determining the Fair Market Value of the Class B Stock or the Market
Value of Common Stock) as the Board of Directors may determine to be
appropriate under the circumstances.

(f) The issuance of certificates for shares of Common Stock upon
exchange of the Class B Stock shall be made without charge to the
holders thereof for any issuance tax in respect thereof, provided that
the Corporation shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and
delivery of any certificate in a name other than that of the holder of
the Class B Stock which is being exchanged.

(g) The Corporation shall take all action required to have
available sufficient authorized shares of Common Stock to permit
exchange of all outstanding shares of Class B Stock.

(h) Notwithstanding the time requirement of Section
(b)3(ii)(a)(7), no exchange will be completed prior to the expiration
of all required waiting periods under applicable law, the receipt of
all required regulatory approvals and the making of all notifications
to governmental entities required for such exchange. Prior to any
exchange, the Corporation and the holder(s) of shares of Class B Stock
involved in the exchange shall make reasonable efforts to cause the
expiration of all required waiting periods and to



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obtain all regulatory approvals and make all notifications required to
be obtained or made by the Corporation and such holder(s),
respectively, for purposes of such exchange. The waiting periods,
approvals and notifications that are subject to this clause (h) shall
be limited to those required solely for such exchange.

4. Voting Rights.

(i) At every meeting of shareholders, the holders of Common Stock
and the holders of Class B Stock shall vote together as a single class on
all matters as to which common shareholders generally are entitled to vote,
unless a separate vote is required by applicable law or as specified in
Section (b)4(ii) of this Article FOURTH. On all such matters for which no
separate vote is required, holders of Common Stock and holders of Class B
Stock shall be entitled to, subject to any adjustment required by Section
(b)8 of this Article FOURTH, one vote per share of common stock held.

(ii) Notwithstanding Section (b)4(i) of this Article FOURTH, the Class
B Stock shall be entitled to vote as a class with respect to: (x) any
proposal by the Board of Directors of the Corporation to issue (1) shares
of Class B Stock in excess of an aggregate of 2 million outstanding shares
(other than issuances pursuant to a stock split or stock dividend paid
ratably to all holders of Class B Stock), (2) any shares of Preferred Stock
which are exchangeable for or convertible into Class B Stock, or (3) any
debt securities, rights, warrants or other securities which are convertible
into, exchangeable for or provide a right to acquire shares of Class B
Stock; or (y) the approval of the actuarial or other competent firm for
purposes of determining "Fair Market Value" as defined in Section (b)6 of
this Article FOURTH.

(iii) With respect to the approval of the actuarial or other competent
firm selected by the Board of Directors for purposes of determining "Fair
Market Value" as defined in Section (b)6 of this Article FOURTH, the
following procedures shall apply: (1) the Board of Directors shall provide
written notice of its designee to holders of Class B Stock whose shares are
to be exchanged or converted pursuant to Section (b)3, (b)8(iii) or (b)9 of
this Article FOURTH, requesting approval at a meeting or by written consent
on a date not less than 10 nor more than 15 days following the date of such
notice; (2) in the event such holders of shares of Class B Stock disapprove
such first designee, the Board of Directors shall select and provide
written notice of a second designee and, if necessary, a third designee in
such manner; (3) in the event such holders of the Class B Stock disapprove
each of the first, second and third designee, the Board of Directors may
elect to proceed to complete the




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exchange or conversion for which such determination of "Fair Market Value"
is required using the third designee for such purpose irrespective of
disapproval by such holders of the Class B Stock. Following completion of
such conversion or exchange on the basis of the third designee's
determination of "Fair Market Value", the amount of the "Fair Market Value"
shall, at the request of holders of a majority of the Class B Common Stock
being exchanged or converted, be subject to arbitration under the rules and
auspices of the American Arbitration Association, with any upward or
downward adjustment to the determined "Fair Market Value" to be settled by
cash payment.

(iv) For purposes of any class vote of the Class B Stock (including
any required by law), approval of holders of a majority of the outstanding
shares of Class B Stock shall be required; provided, however, Section (b)7
of Article FOURTH shall not be amended without the consent of holders of
80% of the outstanding shares of Class B Stock.

5. Liquidation Rights.

In the event of any voluntary or involuntary liquidation, dissolution
or winding-up of the Corporation, holders of Common Stock and holders of Class B
Stock shall be entitled to receive in respect of shares of Common Stock and
shares of Class B Stock their proportionate interests in the net assets of the
Corporation, if any, remaining for distribution to shareholders after payment of
or provision for all liabilities, including contingent liabilities, of the
Corporation and payment of the liquidation preference payable to any holders of
the Corporation's Preferred Stock, if any such Preferred Stock are outstanding.
Each share of each class of common stock will be entitled to a share of net
liquidation proceeds in proportion to the respective liquidation units assigned
to such share as provided in the following sentence. Each share of Common Stock
shall have one liquidation unit and each share of Class B Stock shall have a
number of liquidation units (including a fraction of one liquidation unit) equal
to the quotient (rounded to the nearest five decimal places) of (i) the issuance
price per share of the Class B Stock divided by (ii) the average Market Value of
one share of Common Stock during the 20 consecutive Trading Day period ending on
(and including) the Trading Day immediately preceding the 60th day after the
Effective Date. Neither the merger nor consolidation of the Corporation with any
other entity, nor a sale, transfer or lease of all or any part of the assets of
the Corporation, would, alone, be deemed a liquidation, dissolution or
winding-up for purposes of this Section (b)5 of Article FOURTH.

6. Additional Definitions.

As used in this Article FOURTH, the following terms shall have the
following meanings (with terms defined in singular having comparable




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meaning when used in the plural and vice versa), unless the context otherwise
requires:

"Available Dividend Amount for the Financial Services Businesses", on
any day on which dividends are declared on shares of Common Stock, is
the amount determined under generally accepted accounting principles,
consistently applied, or any greater amount determined in a manner
permitted under the BCA, that would, immediately prior to the payment
of such dividends, be legally available for the payment of dividends
on shares of Common Stock in respect of the Financial Services
Businesses under the BCA if the Financial Services Businesses and the
Closed Block Business were each a separate New Jersey corporation
organized under the BCA.

"Available Dividend Amount for the Closed Block Business", on any day
on which dividends are declared on shares of Class B Stock, is the
amount determined under generally accepted accounting principles,
consistently applied, or any greater amount determined in a manner
permitted under the BCA, that would, immediately prior to the payment
of such dividends, be legally available for the payment of dividends
on shares of Class B Stock in respect of the Closed Block Business
under the BCA if the Financial Services Businesses and Closed Block
Business were each a separate New Jersey corporation organized under
the BCA.

"Business" means the Financial Services Businesses or the Closed Block
Business.

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in The City of
New York generally are authorized or obligated by law or executive
order to close.

"CB Distributable Cash Flow" means for any quarterly or annual period,
the sum (measured as of the last day of the applicable period) of (i)
to the extent that Prudential Insurance is able to distribute as a
dividend such amount to Prudential Holdings under New Jersey law (for
the avoidance of doubt, including the BCA and the New Jersey Life and
Health Insurance Code) but without giving effect, directly or
indirectly, to the "earned surplus" requirement of Section
17:27A-4c.(3) (or any successor provision thereto), the excess of (a)
the Surplus and Related Assets of Prudential Insurance applicable to
the Closed Block Business over (b) the "Required Surplus" of
Prudential Insurance applicable to






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the Closed Block Business and (ii) if a positive amount, the excess of
(c) the amount held in the Debt Service Coverage Account - Subaccount
for Closed Block Business established pursuant to the terms of the IHC
Debt Securities over (d) the aggregate amount of remaining payments of
principal and interest required to repay the IHC Debt Securities
pursuant to their terms (without any prepayment prior to maturity).
For purposes of the foregoing, "Required Surplus" means the amount of
surplus applicable to the Closed Block Business within Prudential
Insurance that would be required to maintain the quotient (expressed
as percentage) of (e) the "Total Adjusted Capital" applicable to the
Closed Block Business within Prudential Insurance (including any
applicable dividend reserves) divided by (f) the "Company Action Level
RBC" applicable to the Closed Block Business within Prudential
Insurance, equal to 100%, where "Total Adjusted Capital" and "Company
Action Level RBC" are as defined in the regulations promulgated under
the New Jersey Dynamic Capital and Surplus Act of 1993 as such are in
effect on the Effective Date and without taking in to account any
subsequent amendments to such act and regulations.

"Change of Control" means the occurrence of any of the following
events (except as expressly provided in clause (ii), whether or not
approved by the Board of Directors):

(i) (a) any Person (for purpose of this definition of
"Change of Control", as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, including any group
acting for the purpose of acquiring, holding or disposing of
securities within the meaning of Rule 13d-5(b)(1) under the
Securities Exchange Act of 1934, but excluding the Corporation,
any subsidiary of the Corporation, any employee benefit plan or
employee stock plan of the Corporation or any subsidiary or any
person organized, appointed, established or holding capital stock
of the Corporation or a subsidiary pursuant to such a plan, or
any person organized by or on behalf of the Corporation to effect
a reorganization or recapitalization of the Corporation that does
not contemplate a change in the ultimate beneficial ownership of
50% or more of the voting power of the then outstanding equity
interests of the Corporation) is or becomes the "beneficial
owner" (as defined in Rules 13d-3 and 13d-5 under the Securities
Exchange Act of 1934), directly or indirectly, of more than 50%
of the total voting power of the then outstanding equity
interests of the Corporation; or



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(b) the Corporation merges with, or consolidates with,
another Person or the Corporation sells, assigns, conveys,
transfers, leases or otherwise disposes of all or substantially
all of the assets of the Corporation to any Person;

other than, in the case of either clause (i)(a) or (i)(b), any
such transaction where immediately after such transaction the
Person or Persons that "beneficially owned" (as defined in Rules
13d-3 and 13d-5 under the Securities Exchange Act of 1934)
immediately prior to such transaction, directly or indirectly,
the then outstanding voting equity interests of the Corporation
"beneficially own" (as so determined), directly or indirectly,
more than 50% of the total voting power of the then outstanding
equity interests of the surviving or transferee Person; or

(ii) During any year or any period of two consecutive years,
individuals who at the beginning of such period constituted the
Board of Directors (together with any new directors whose
election by such Board of Directors or whose nomination for
election by the shareholders of the Corporation was approved by a
vote of a majority of the directors of the Corporation then still
in office who were either directors at the beginning of such
period or whose election or nomination for election was
previously so approved) cease for any reason, other than pursuant
to a proposal or request that the Board of Directors be changed
as to which the holder of the Class B Stock seeking the
conversion has participated or assisted or is participating or
assisting, to constitute a majority of the Board of Directors
then in office; provided, however, for purposes of the foregoing
determination, an individual who retires from the Board of
Directors and whose resignation is approved by the individuals
who at the beginning of such period constituted the Board of
Directors (together with any directors referred to in the
preceding parenthetical phrase) shall not be considered an
individual who was a member of the Board of Directors at the
beginning of such period or who ceased to be a director during
such period if the number of directors is reduced following such
resignation.

"Closed Block Business" means (a) the Regulatory Closed Block
established pursuant to Article IX of the Plan of Reorganization,
together with such Surplus and Related Assets and indebtedness and
other liabilities of the Corporation and its subsidiaries, and





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together with corresponding adjustments in accordance with generally
accepted accounting principles, that the Board of Directors has, as of
the Effective Date, allocated to the Closed Block Business, (b) any
assets or liabilities acquired or incurred by the Corporation or any
of its subsidiaries after the Effective Date in the ordinary course of
business and attributable to the Closed Block Business, (c) any assets
or liabilities allocated to the Closed Block Business in accordance
with policies established from time to time by the Board of Directors,
and (d) the rights and obligations of the Closed Block Business under
any inter-Business debt or other transaction deemed to be owed to or
by the Closed Block Business (as such rights and obligations are
defined in accordance with policies established from time to time by
the Board of Directors); provided, however, that the Corporation or
any of its subsidiaries may re-allocate assets from one Business to
the other Business in return for other assets or services rendered by
that other Business in accordance with policies established by the
Board of Directors from time to time. The Closed Block Business
excludes any expenses and liabilities from litigation affecting Closed
Block policies, which expenses and liabilities shall be part of, and
borne by, the Financial Services Businesses. In the event that
interest expense on the IHC Debt Securities is not deductible for
federal income tax purposes, the additional tax expense will be borne
by the Financial Services Businesses and shall be excluded from the
Closed Block Business.

"Disposition" means a sale, transfer, assignment, reinsurance
transaction or other disposition (whether by merger, consolidation,
sale or otherwise) of all or substantially all of the Closed Block
Business to one or more persons or entities, in one transaction or a
series of related transactions, other than an Exempt Disposition. A
"Disposition" of the Closed Block Business shall not include a sale,
transfer, assignment, reinsurance transaction or other disposition
(whether by merger, consolidation, sale or otherwise) which results in
the reduction of no more than 50% of the Surplus and Related Assets
held outside the Regulatory Closed Block immediately prior to such
transaction, provided the proceeds of such transaction are for the
benefit of the Closed Block Business.

"Effective Date" means the date as of which this Amended and Restated
Certificate of Incorporation becomes effective under New Jersey law,
which shall be the same date as the "Effective Date" as defined under
the Plan of Reorganization.




14

"Exempt Disposition" means any of the following:

(a) a Disposition in connection with the liquidation,
dissolution or winding up of the Corporation and the
distribution of assets to shareholders; or

(b) a cash dividend, out of the Closed Block Business' assets,
to holders of Class B Stock.

"Fair Market Value" means the fair market value of all of the
outstanding shares of Class B Stock as determined by appraisal by a
nationally recognized actuarial or other competent firm independent of
and selected by the Board of Directors and approved by holders of the
outstanding shares of Class B Stock in the manner specified in Section
(b)4(iii) of this Article FOURTH. Fair Market Value shall be the
present value of expected future cash flows to holders of the Class B
Stock, reduced by any payables to the Financial Services Businesses.
Future cash flows shall be projected consistent with the policy, as
described in the Plan of Reorganization, for Prudential Insurance's
Board of Directors to declare policyholder dividends based on actual
experience in the Regulatory Closed Block. Following the repayment in
full of the IHC Debt Securities, these cash flows shall be the excess
of statutory surplus applicable to the Closed Block Business over
Required Surplus (as defined in the definition of "CB Distributable
Cash Flow") for each period that would be distributable as a dividend
under New Jersey law if the Closed Block Business were a separate
insurer. These cash flows will be discounted at an equity rate of
return, to be estimated as a risk-free rate plus an equity risk
premium. The risk-free rate shall be an appropriate ten-year U.S.
Treasury rate reported by the Federal Reserve Bank of New York. The
equity risk premium will be eight and one quarter percent initially,
declining evenly to four percent over the following 21 years and
remaining constant thereafter.

"Financial Services Businesses" means (a) all of the businesses,
assets and liabilities of the Corporation and its subsidiaries, other
than the businesses, assets and liabilities that are part of the
Closed Block Business, and (b) the rights and obligations of the
Financial Services Businesses under any inter-Business debt or other
transaction deemed to be owed to or by the Financial Services
Businesses (as such rights and obligations are defined in accordance
with policies established from time to time by the Board of
Directors); provided, however, that the Corporation or any of its
subsidiaries may re-allocate assets from one Business to


15

the other Business in return for other assets or services rendered by
that other Business in accordance with policies established by the
Board of Directors from time to time.

"IHC Debt Securities" means debt securities issued by Prudential
Holdings as described in the Plan of Reorganization.

"Market Value" of a share of Common Stock (or any other security) on
any Trading Day means the average of the high and low reported sales
prices regular way of a share of such security on such Trading Day or,
in case no such reported sale takes place on such Trading Day, the
average of the reported closing bid and asked prices regular way of
the security on such Trading Day, in either case as reported on the
New York Stock Exchange ("NYSE") Composite Tape or, if the security is
not listed or admitted to trading on the NYSE on such Trading Day, on
the principal national securities exchange on which the security is
listed or admitted to trading or, if not listed or admitted to trading
on any national securities exchange on such Trading Day, on The Nasdaq
National Market System of the Nasdaq Stock Market ("Nasdaq NMS") or,
if the security is not listed or admitted to trading on any national
securities exchange or quoted on the Nasdaq NMS on such Trading Day,
the average of the closing bid and asked prices of a share of such
security in the over-the-counter market on such Trading Day as
furnished by any NYSE member firm selected from time to time by the
Corporation or, if such closing bid and asked prices are not made
available by any such NYSE member firm on such Trading Day, the fair
market value of a share of such security as the Board of Directors
shall determine in good faith (which determination shall be conclusive
and binding on all shareholders); provided, that, for purposes of
determining the average Market Value of a share of Common Stock (or
any other security) for any period, (a) the "Market Value" on any day
prior to any "ex-dividend" date or any similar date occurring during
such period for any dividend or distribution (other than any dividend
or distribution contemplated by clause (b)(ii) of this sentence) paid
or to be paid with respect to the Common Stock (or any other security)
shall be reduced by the fair value of the per security amount of such
dividend or distribution as determined by the Board of Directors and
(b) the "Market Value" of a share of Common Stock (or any other
security) on any day prior to (i) the effective date of any
subdivision (by stock split or otherwise) or combination (by reverse
stock split or otherwise) of outstanding shares of Common Stock (or
any other security) occurring during




16

such period or (ii) any "ex-dividend" date or any similar date
occurring during such period for any dividend or distribution with
respect to the Common Stock (or any other security) to be made in
shares of Common Stock (or such other security) shall be appropriately
adjusted, as determined by the Board of Directors, to reflect such
subdivision, combination, dividend or distribution.

"Plan of Reorganization" refers to the Plan of Reorganization of
Prudential Insurance under Chapter 17C of Title 17 of the New Jersey
Revised Statutes, dated as of December 15, 2000, as amended and
restated and as it may be further amended through the date of this
Amended and Restated Certificate of Incorporation and hereafter.

"Prudential Holdings" means Prudential Holdings, LLC, a limited
liability company formed under the New Jersey Limited Liability
Company Act and a wholly owned direct subsidiary of the Corporation
and the direct parent of Prudential Insurance, or a successor entity.

"Prudential Insurance" means The Prudential Insurance Company of
America, a New Jersey mutual life insurance company that will become,
upon consummation of the Plan of Reorganization, a New Jersey stock
life insurance company, or a successor company.

"Regulatory Closed Block" means the "closed block" established
pursuant to Article IX of the Plan of Reorganization.

"SEC" means the United States Securities and Exchange Commission, or
any successor agency.

"Surplus and Related Assets" means those assets segregated outside the
Regulatory Closed Block held to meet capital requirements related to
the Closed Block Business within Prudential Insurance as well as those
assets that represent the difference between assets of the Regulatory
Closed Block and the sum of the liabilities of the Regulatory Closed
Block and the applicable statutory interest maintenance reserve, as
designated by the Corporation.

"Trading Day" means, with respect to the Common Stock or any other
security, each weekday on which the Common Stock or such other
security is traded on the principal national securities exchange on
which it is listed or admitted to trading or on the Nasdaq NMS or, if
such security is not listed or admitted to trading




17

on a national securities exchange or quoted on the Nasdaq NMS, traded
in the principal over-the-counter market in which it trades.

7. Amendment of Class B Stock.

The Board of Directors is expressly authorized to amend
(including any amendment effectuated by merger) the voting powers,
designations, preferences and relative, participating, optional or other
special rights and qualifications of the Class B Stock specified herein
without (except as otherwise required by law) the vote of (i) the holders
of Common Stock, irrespective of the effect that any such amendment may
have on the relative rights and preferences of the Common Stock, or (ii)
except to the extent the rights of the holders of Class B Stock would be
adversely affected thereby, the holders of Class B Stock.

8. Stock Splits, Reclassification, Business Combinations, etc.

(i) In the event of any stock split or reverse stock split of
the outstanding shares of Common Stock or any dividend paid with
respect to the Common Stock in additional shares of Common Stock, any
outstanding shares of Class B Stock shall be proportionately
subdivided or combined, or a dividend in additional shares of Class B
Stock shall be paid, and the Target Dividend Amount shall be
proportionately adjusted; provided, however, that unless the
Corporation has available sufficient authorized shares of Class B
Stock to comply with this Section (b)8 of this Article FOURTH, the
Corporation shall not authorize or effect any stock split of Common
Stock or a dividend of Common Stock. In the event the number of votes
per share of Common Stock is modified (other than in a manner that is
dependent on the identity of the holder of shares of Common Stock),
the number of votes per share of Class B Stock shall be
proportionately modified.

(ii) In the event of any reclassification, recapitalization or
exchange of, or any tender offer or exchange offer for, the
outstanding shares of Common Stock, including by merger, consolidation
or other business combination, as a result of which shares of Common
Stock are exchanged for or converted into another security which is
both (i) registered under Section 12 of the Securities Exchange Act of
1934 and (ii) either (1) listed for trading on the New York Stock
Exchange or any national securities exchange registered under Section
6 of the Securities Exchange Act of 1934 that is the successor to such
exchange or (2) quoted in the National Association of Securities
Dealers Automation Quotation System, or any successor system (such
security that satisfies both (i) and (ii) being referred to as a
"Public Security"), then the Class B Stock shall remain outstanding
(unless otherwise exchanged or converted pursuant to





18

Section (b)3 or (b)9 of this Article FOURTH) and, in the event 50% or
more of the outstanding shares of Common Stock are so converted or
exchanged, holders of outstanding Class B Stock shall be entitled to
receive, in the event of any subsequent exchange or conversion
pursuant to Section (b)3 or (b)9 of this Article FOURTH, the
securities into which the Common Stock has been exchanged or converted
by virtue of such reclassification, recapitalization, merger,
consolidation, tender offer, exchange offer, or other business
combination (the "Successor Public Securities"). Following any such
conversion or exchange of 50% or more of the outstanding shares of
Common Stock, references to Common Stock shall be deemed to refer to
Successor Public Securities in the following Sections of paragraph (b)
of this Article FOURTH: 3(i)(a); 3(i)(b); 3(ii)(a)(3)(i), (ii) and
(iii); 3(ii)(a)(5) and (6); 3(ii)(c), (d), (e) and (f); 8(i);
9(ii)(c), (e) and (f); and 9(iv), (v), (vi), (vii) and (viii).

(iii) If, in the event of any reclassification, recapitalization
or exchange of, or any tender or exchange offer for, the outstanding
shares of Common Stock, including by merger, consolidation or other
business combination, and whether in one transaction or a series of
transactions, as a result of which a majority of the outstanding
shares of Common Stock are so converted into or exchanged or purchased
for either (i) cash or (ii) securities which are not Public
Securities, or a combination thereof (a "Cash/Private Transaction"),
the Class B Stock shall be entitled to receive cash and/or securities
of the type and in the proportion (the "Successor Cash/non-Public
Securities") that such holders of Class B Stock would have received if
an exchange of Class B Stock for Common Stock had occurred pursuant to
Section (b)3 of this Article FOURTH providing a number of shares of
Common Stock (rounded up, if necessary, to the next greatest whole
number) having an aggregate value equal to 120% of the aggregate Fair
Market Value of the Class B Stock immediately prior to the conversion,
exchange or purchase of a majority of the outstanding shares of Common
Stock and the holders of Class B Stock had participated as holders of
Common Stock in such conversion, exchange or purchase. Following any
such conversion, exchange or purchase of a majority of the outstanding
shares of Common Stock, references to Common Stock shall be deemed to
refer to Successor Cash/non-Public Securities in the following
Sections of paragraph (b) of this Article FOURTH: 3(i)(b); 3(ii)(c);
and 3(ii)(d), (e) and (f).

9. Conversion of Class B Stock at Holder's Election.

(i) Any holder of shares of Class B Stock may, by prior written
notice to the Corporation, request to convert all of such holder's
shares of Class B Stock into such number of shares of Common Stock
(rounded, if





19

necessary, to the next greatest whole number of shares)
having an aggregate value equal to 100% of the Fair Market Value of
the outstanding shares of Class B Stock

(1) commencing on January 1 of the fifteenth calendar year
following the year in which the Effective Date occurs or at any
time thereafter,

(2) at any time in the event the Class B Stock will no
longer be treated as equity of the Corporation for federal income
tax purposes, or

(3) at any time if the New Jersey Department of Banking and
Insurance amends, alters, changes or modifies the regulation of
the Regulatory Closed Block, the Closed Block Business, the Class
B Stock or the IHC Debt Securities in a manner that materially
adversely affects the CB Distributable Cash Flow;

provided, however, that in no event may a holder of Class B Stock
convert any shares of Class B Stock pursuant to this Section (b)9 of
Article FOURTH if such holder immediately upon such conversion,
together with its affiliates, would be the "beneficial owner" (as
defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of
1934) of in excess of 9.9% of the total outstanding voting power of
the Corporation's voting securities; provided, further, however, with
respect to clauses (2) and (3) preceding, if the Corporation delivers
a notice to the holders of the Class B Stock that the holders are
entitled to convert pursuant to such clause (2) or (3), the holder
must exercise the right of conversion within six months of such date
of notification; provided, further, that the six-month period
described in the preceding proviso shall be tolled and extended with
respect to any holder for so long as such holder is restricted from
converting any shares of Class B Stock due to the first proviso of
this sentence. In no event will the preceding sentence limit the right
of a holder of Class B Stock, in the absence of six month's prior
notice from the Corporation, to notify the Corporation that the
conditions specified in clauses (2) or (3) of this Section (b)9(i) of
this Article FOURTH have occurred and thereby exercise its conversion
right. In the event a holder of shares of Class B Stock requests to
convert shares pursuant to clause (2) in this Section (b)9(i) of this
Article FOURTH, the Corporation may irrevocably elect, instead of
effecting such conversion, to compensate such holder by increasing the
Target Dividend Amount to $12.6875 per share per annum retroactively
from the time of issuance of the Class B Stock, such compensation
being payable upon the Corporation's election by one or more special
dividends declared and paid with respect to the Class B Stock in
amount(s) sufficient to give effect to such retroactive increase.




20

(ii) Upon the Corporation's receiving notice from a holder of
Class B Stock requesting to convert its shares as described in Section
(b)9(i) of this Article FOURTH:

(a) the Corporation shall issue a public announcement by
press release as soon as practicable after its receipt of such
notice that it has received such request;

(b) the Corporation shall send a notice to the holders of
Class B Stock as soon as practicable after the foregoing public
announcement, indicating the Corporation's determination to
effect such conversion and specifying the Board of Directors'
proposed appraiser to determine the Fair Market Value of the
Class B Stock in accordance with Section (b)4(iii) of this
Article FOURTH, and such proposed appraiser (or a second or third
proposed appraiser) shall be chosen pursuant to said Section
(b)4(iii) of this Article FOURTH;

(c) the Fair Market Value of the Class B Stock shall be
determined as of the completion date of the appraisal of the Fair
Market Value of the Class B Stock, and the value of the Common
Stock shall be the average Market Value of the Common Stock
during the 20 consecutive Trading Day period ending on the 5th
Trading Day prior to the conversion date;

(d) the conversion date shall be no later than 10 Business
Days after the completion date of the appraisal of the Fair
Market Value of the Class B Stock;

(e) upon determination of the identity of the appraiser
pursuant to Section (b)4(iii) of this Article FOURTH, the
Corporation shall issue a second public announcement by press
release specifying the intended conversion date and the intended
period for determination of the average Market Value of the
Common Stock;

(f) upon completion of the appraisal of the Fair Market
Value of the Class B Stock and determination of the Market Value
of the Common Stock, the Corporation shall issue a second notice
to the holders of Class B Stock who had given notice of their
decision to convert their shares pursuant to Section (b)9(i) of
this Article FOURTH, which shall contain: (x) the date of
conversion, (y) the number of shares of Common Stock into which
each outstanding share of Class B Stock will be converted
(accompanied by a statement setting forth the calculation
thereof), and (z) the




21

place or places where certificates for such
shares of Class B Stock, properly endorsed or assigned for
transfer (unless the Corporation waives such requirement), should
be surrendered for delivery of the Common Stock to be issued or
delivered by the Corporation upon such conversion;

(g) the conversion shall be completed within 90 days of the
public announcement referred to in clause (a) above.

(iii) Neither the failure to mail any notice required by Section
(b)9(ii) of Article FOURTH to any particular holder of Class B Stock
nor any defect therein would affect the sufficiency thereof with
respect to any other holder of Class B Stock or the validity of any
such conversion.

(iv) No holder of shares of Class B Stock converting its shares
shall be entitled to receive any shares of Common Stock in such
conversion until such holder surrenders certificates for its shares of
Class B Stock, properly endorsed or assigned for transfer, at such
place as the Corporation shall specify (unless the Corporation waives
such requirement). As soon as practicable after the Corporation's
receipt of certificates for such shares of Class B Stock, the
Corporation shall deliver to the person for whose account such shares
were so surrendered, or to the nominee or nominees of such person, any
shares of Common Stock issued to such holder in the conversion.

(v) From and after the date set for any conversion completed
pursuant to this Section (b)9 of this Article FOURTH, all rights of a
holder of shares of Class B Stock converting its shares shall cease
except for the right, upon surrender of the certificates theretofore
representing such shares, to receive any shares of Common Stock (and,
if such holder was a holder of record as of the close of business on
the record date for a dividend not yet paid, the right to receive such
dividend). A holder of shares of Class B Stock converting its shares
shall not be entitled to receive any dividend or other distribution
with respect to shares of Common Stock until after certificates
theretofore representing the shares being converted are surrendered as
contemplated above. Upon such surrender, the Corporation shall pay to
the holder the amount of any dividends or other distributions (without
interest) which theretofore became payable with respect to a record
date occurring after the conversion, but which were not paid by reason
of the foregoing, with respect to the number of whole shares of Common
Stock represented by the certificate or certificates issued upon such
surrender. From and after the date set for any conversion, the
Corporation shall, however, be entitled to treat the certificates for
shares of Class B Stock being converted that


22

were not yet surrendered for conversion as evidencing the ownership of
the number of whole shares of Common Stock for which the shares of
such Class B Stock should have been converted, notwithstanding the
failure to surrender such certificates.

(vi) The Corporation may, subject to applicable law, establish
such other rules, requirements and procedures to facilitate any
conversion contemplated by this Section (b)9 of this Article FOURTH
(including longer time periods and alternative procedures for
determining the Fair Market Value of the Class B Stock or the Market
Value of the Common Stock) as the Board of Directors may determine to
be appropriate under the circumstances.

(vii) The issuance of certificates for shares of Common Stock
upon conversion of the Class B Stock shall be made without charge to
the holders thereof for any issuance tax in respect thereof, provided
that the Corporation shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and
delivery of any certificate in a name other than that of the holder of
the Class B Stock which is being converted.

(viii) The Corporation shall take all action required to have
available sufficient authorized shares of Common Stock to permit
conversion of all outstanding shares of Class B Stock.

(ix) Notwithstanding the time requirement of Section
(b)9(ii)(g), no conversion will be completed prior to the expiration
of all required waiting periods under applicable law, the receipt of
all required regulatory approvals and the making of all notifications
to governmental entities required for such conversion. Prior to any
conversion, the Corporation and the holder(s) of shares of Class B
Stock involved in the conversion shall make reasonable efforts to
cause the expiration of all required waiting periods and to obtain all
regulatory approvals and make all notifications required to be
obtained or made by the Corporation and such holder(s), respectively,
for purposes of such conversion. The waiting periods, approvals and
notifications that are subject to this clause (ix) shall be limited to
those required solely for such conversion.

(c) Following Issuance and Retirement of all Outstanding Shares
of Class B Stock.

(i) The terms of Section (b) of this Article FOURTH shall
apply only when there are shares of both classes of common stock
outstanding.




23

(ii) Following issuance and retirement of all outstanding shares
of Class B Stock, subject to all of the rights of the Preferred Stock
as expressly provided herein, by law or by the Board of Directors
pursuant to this Article FOURTH, the Common Stock of the Corporation
shall then possess all such rights and privileges as are afforded to
capital stock by law, including, but not limited to, the following
rights and privileges:

(a) Holders of Common Stock shall be entitled to dividends
declared by the Corporation's Board of Directors out of funds
legally available to pay dividends, subject to any preferential
dividend rights granted to the holders of any Preferred Stock.

(b) Each share of Common Stock shall give the owner of
record one vote on all matters submitted to a shareholder vote.

(c) In the event of a liquidation, dissolution or winding-up
of the Corporation, holders of Common Stock shall be entitled to
an equal share of any assets of the Corporation that remain after
paying all of the Corporation's liabilities and the liquidation
preference, if any, of any outstanding Preferred Stock.

Fifth: The following provisions are inserted for the management
-----
of the business and the conduct of the affairs of the Corporation, and
for further definition, limitation and regulation of the powers of the
Corporation and of its directors and shareholders:

(a) The business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors, except as otherwise
provided in the BCA or this Amended and Restated Certificate of Incorporation.

(b) The number of directors constituting the current Board of
Directors of the Corporation, which directors shall serve until their successors
are elected and qualified, is 21 and the names and addresses of persons serving
as such directors are as set forth below:

Name Address
- ------------------------------------

Arthur F. Ryan c/o Prudential Financial, Inc.
751 Broad Street
Newark, New Jersey 07102

Franklin E. Agnew "
Frederic K. Becker "
Gilbert F. Casellas "
James G. Cullen "



24

Carolyne K. Davis "
Allan D. Gilmour "
William H. Gray, III "
Jon F. Hanson "
Glen H. Hiner "
Constance J. Horner "
Gaynor N. Kelley "
Burton G. Malkiel "
Ida F.S. Schmertz "
Charles R. Sitter "
Donald L. Staheli "
Richard M. Thomson "
James A. Unruh "
P. Roy Vagelos "
Stanley C. Van Ness "
Paul A. Volcker "

The number of directors of the Corporation shall be as from time to time fixed
by, or in the manner provided in, the By-Laws of the Corporation.

(c) The election of directors need not be by written ballot unless the
By-Laws so provide. The directors shall be classified, with respect to the time
for which they severally hold office, into three classes, as nearly equal in
number as possible, as determined by the Board of Directors, one class to hold
office initially for a term expiring at the annual meeting of shareholders to be
held in 2001, another class to hold office initially for a term expiring at the
annual meeting of shareholders to be held in 2002, and another class to hold
office initially for a term expiring at the annual meeting of shareholders to be
held in 2003, with the members of each class to hold office until their
successors are elected and qualified. At each annual meeting of the shareholders
of the Corporation, the successors to the class of directors whose term expires
at that meeting shall be elected to the office for a term expiring at the annual
meeting of shareholders held in the third year of their election and until their
successors shall have been elected and qualified.

(d) Newly created directorships resulting from any increase in the number
of directors and any vacancies on the Board of Directors, however resulting,
shall be filled solely by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the Board of
Directors, or by a sole remaining director, unless otherwise required by law. If
the number of directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain the number of directors in each
class as nearly equal as possible, and any director elected in accordance with
the preceding sentence shall hold office until the next succeeding annual
meeting of



25

shareholders and until his or her successor shall have been elected and
qualified, provided that such successor shall be placed in the class in which
the new directorship was created or from which the vacancy occurred. No decrease
in the number of directors constituting the Board of Directors shall shorten the
term of any incumbent director.

(e) In the event that the holders of any class or series of Preferred Stock
of the Corporation shall be entitled, voting separately as a class or series, to
elect any directors of the Corporation, then the number of directors that may be
elected by such holders shall be in addition to the number fixed pursuant to the
By-Laws and, except as otherwise expressly provided in the terms of such class
or series, the terms of the directors elected by such holders shall expire at
the annual meeting of shareholders next succeeding their election without regard
to the classification of the remaining directors.

(f) No director shall be personally liable to the Corporation or any of its
shareholders for damages for breach of duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the Corporation or its
shareholders, (ii) for acts or omissions not in good faith or which involve a
knowing violation of law, or (iii) for any transaction from which the director
derived or received an improper personal benefit. Any repeal or modification of
this Article FIFTH by the shareholders of the Corporation shall not adversely
affect any right or protection of a director of the Corporation existing at the
time of such repeal or modification with respect to acts or omissions occurring
prior to such repeal or modification.

(g) In addition to the powers and authority herein prescribed or by statute
expressly conferred upon them, the Board of Directors is hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or
done by the Corporation, except as otherwise provided in the BCA or this Amended
and Restated Certificate of Incorporation.

Sixth: (a) Meetings of shareholders may be held within or without the State
-----
of New Jersey, as the By-Laws may provide or as may be fixed by the Board of
Directors pursuant to the authority granted in the By-Laws. The books of the
Corporation may be kept (subject to any provision contained in the BCA) within
or outside the State of New Jersey.

(b) Any action required or permitted to be taken by the shareholders of the
Corporation must be effected at a duly called annual or special meeting of
shareholders entitled to vote thereon and may not be effected by any consent in
writing by the shareholders, other than (i) a consent in writing adopted by all
shareholders entitled to vote thereon pursuant to Section 14A:5-6(1) of the BCA,
(ii) a consent in writing adopted by a majority of the holders of the Class B
Stock being exchanged or converted with respect to an approval sought by the



26

Board of Directors which is the subject of Section (b)(4)(iii) of Article FOURTH
pursuant to Section 14A:5-6(2) of the BCA or (iii) if authorized by the Board of
Directors when fixing the voting powers of a class or series of Preferred Stock
pursuant to Section (a) of Article FOURTH, a consent in writing adopted by a
majority (or such higher provision as may be authorized by the Board of
Directors) of the holders of such class or series with respect to a matter (if
any) for which such class or series has a separate class vote pursuant to
Sections 14A:5-6(1) or (2) of the BCA.

Seventh: The Corporation reserves the right to amend, alter, change or
-------
repeal any provision contained in this Amended and Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon shareholders herein are granted subject to this
reservation. Notwithstanding anything in the preceding sentence to the contrary,
Sections (b), (c), (d) and (f) of Article FIFTH, Section (b) of Article SIXTH,
this Article SEVENTH, Article EIGHTH and Article NINTH of this Amended and
Restated Certificate of Incorporation shall not be altered, amended, changed or
repealed and no provision inconsistent therewith shall be adopted without the
affirmative vote of at least 80% of the votes cast at a meeting of shareholders
by the holders of shares entitled to vote thereon; provided, however, that the
number of votes cast at such meeting of shareholders is at least 50% of the
total number of issued and outstanding shares entitled to vote thereon.

Eighth: (a) With respect to shares of common stock and any shares of
------
Preferred Stock voting together with the common stock as a class, the holders of
25% of the shares entitled to cast votes at a meeting of shareholders shall
constitute a quorum (the "Quorum") at all meetings of the shareholders for the
transaction of business; provided, however that in the event that the holders of
at least the percentage of shares of Common Stock entitled to cast votes at a
meeting of shareholders set forth in Column A below are present or represented
at a meeting of shareholders, the Quorum shall be increased to the percentage
listed in Column B below, effective for the next succeeding annual or special
meeting of shareholders:

Column A Column B
Quorum at subsequent
Shares Present meetings of shareholders
25% 25%
35% 30%
45% 40%
55% 50%

In no event will the Quorum diminish as a result of the
percentage of shareholders present or represented at a meeting of shareholders.



27

(b) With respect to shares of any class or series of Preferred Stock
not voting together as a class with the common stock, the holders of the number
of shares specified by the resolution or resolutions adopted by the Board of
Directors providing for the issuance of such class or series of Preferred Stock
shall constitute a quorum. With respect to shares of Class B Stock voting
separately (i.e., without the Common Stock) as a class, the holders of a
majority of the outstanding shares of Class B Stock shall constitute a quorum.

NINTH: The Board of Directors of the Corporation shall have the power
-----
to make, alter, amend and repeal the By-Laws (except so far as the By-Laws
adopted by the shareholders shall otherwise provide). To the extent not
inconsistent with this Amended and Restated Certificate of Incorporation, any
By-Laws made by the Board of Directors under the powers conferred hereby may be
altered, amended, or repealed by the Board of Directors or by the shareholders.
Notwithstanding the foregoing and anything contained in this Amended and
Restated Certificate of Incorporation to the contrary, Sections 3, 4 and 7 of
Article II, Sections 1, 2, 3 and 6 of Article III, Article VIII and Article IX
of the By-Laws shall not be altered, amended or repealed by the shareholders and
no provision inconsistent therewith shall be adopted without either (a) the
approval of the Board of Directors, or (b) the affirmative vote of at least 80%
of the votes cast at a meeting of shareholders by the holders of shares entitled
to vote thereon; provided, however, that the number of votes cast at such
meeting of shareholders is at least 50% of the total number of issued and
outstanding shares entitled to vote thereon.



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The effective date of this Amended and Restated Certificate of Incorporation
shall be December ____, 2001.

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated
Certificate Of Incorporation this 5th day of December, 2001.


PRUDENTIAL FINANCIAL, INC.

By:
--------------------------------
Name: Susan L. Blount
Title: Corporate Vice President and
Secretary


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