INTER-BUSINESS TRANSFER AND ALLOCATION POLICIES

Exhibit 4.6

PRUDENTIAL FINANCIAL, INC.
(the "Corporation")

Inter-Business Transfer and Allocation Policies relating to the Financial
Services Businesses and the Closed Block Business

The Corporation's Board of Directors has adopted the following policies
relating to its Financial Services Businesses and the Closed Block Business (in
each case as defined in the Corporation's Amended and Restated Certificate of
Incorporation, each a "Business" and collectively the "Businesses") to be
established upon the issuance and sale of the Corporation's Class B Stock, par
value $0.01 per share ("Class B Stock"), and the related indebtedness (the "IHC
Debt") of Prudential Holdings, LLC, a New Jersey limited liability company which
is a wholly-owned subsidiary of the Corporation. These policies shall be
effective upon issuance of the Class B Stock. The Board of Directors may modify,
rescind or add to these policies in its discretion, subject to its fiduciary
duty to the Corporation's shareholders and covenants substantially limiting such
discretion agreed, or to be agreed, with investors in the Class B Stock and the
Bond Insurer (as defined below) for, and/or the holders of, the IHC Debt.

Definitions

"Administrative Services Fee" means the administrative services fees paid by the
Closed Block Business within Prudential Insurance to the Financial Services
Businesses within Prudential Insurance, for services performed by the Financial
Services Businesses for the benefit of the Closed Block Business, based on the
charges set forth in the statement of Closed Block Business Administrative
Expense Charges attached as an exhibit to the Indenture.

"Bond Insurer" means Financial Security Assurance Inc., in its capacity as
insurer of the insured portion of the IHC Debt.

"Closed Block Assets" has the meaning set forth in Article I of the Plan of
Reorganization.

"Closed Block Memorandum" means the memorandum attached as Exhibit G to the Plan
of Reorganization, as amended from time to time.

"Closed Block Policies" has the meaning set forth in Article I of the Plan of
Reorganization.

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

"Effective Time" means 12:01 a.m., Eastern Standard Time or Eastern Daylight
Time, as the case may be, in Newark, New Jersey, on the Effective Date.

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"GAAP" means United States generally accepted accounting principles.

"Indenture" means the indenture, dated as of ____, 2001, between Prudential
Holdings, LLC, as issuer of the IHC Debt, and _______, as trustee for the
holders of the IHC Debt.

"Insurance and Indemnity Agreement" means the agreement, dated as of ____, 2001,
between Prudential Holdings, LLC and the Bond Insurer, governing the issuance of
the financial guaranty insurance policy with respect to the insured portion of
the IHC Debt.

"Plan of Reorganization" means the Plan of Reorganization of The Prudential
Insurance Company of America 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 from time to time.

"Pre-Closing Tax Attributes" means any items of income, deduction, gain, loss,
credit, tax cost or tax benefit determined under the Plan of Reorganization with
respect to any period prior to the Effective Date.

"Prudential Insurance" means the stock successor of The Prudential Insurance
Company of America.

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

"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 (the "Surplus Assets") 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 (the "Related Assets"), as
designated by the Corporation.

"Subscription Agreement" means the agreement, dated as of April 25, 2001,
between the Corporation and the subscribers to the Class B Stock, as named in
Schedule I to such agreement, setting forth terms and conditions related to the
issuance and sale of the Class B Stock.

"Tax Agreements" means agreements, dated as of ____, 2001, between the
Corporation and Prudential Holdings, LLC that establish arrangements for the
payments of the amounts due to and from Prudential Insurance and its
subsidiaries under the consolidated federal income tax sharing agreement of the
Corporation and its affiliates and providing for the allocation and payment of
certain income tax benefits and income tax liabilities attributed to Prudential
Holdings, LLC.

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Policies with Respect to Inter-Business Transactions and Transfers (Excluding
Taxation)

The transactions in subparagraphs (a) through (h) below will be permitted
between the Closed Block Business and the Financial Services Businesses. Any
such transfers (including lending) by the Closed Block Business may be out of
either Closed Block Assets, Surplus and Related Assets or assets of Prudential
Holdings, LLC's or the Corporation's Closed Block Business; provided that any
transfer (including lending) of Closed Block Assets to Prudential Insurance's
Financial Services Businesses remains subject to compliance with applicable
regulatory requirements and is subject to the terms of the Indenture.

(a) The Closed Block Business may lend to the Financial Services Businesses
(but the Closed Block Business within Prudential Insurance may not lend to the
Financial Services Businesses outside Prudential Insurance), and the Financial
Services Businesses (inside or outside Prudential Insurance) may lend to the
Closed Block Business, in either case (i) on terms no less favorable to the
Closed Block Business than the terms for a comparable loan among any other
portions of Prudential Insurance's general account; (ii) if Prudential Holdings,
LLC is the lender, from the Debt Service Coverage Account (as defined in the
Indenture) within Prudential Holdings, LLC subject to the limitations in the
Indenture; (iii) for cash management purposes only in the ordinary course of
business and on market terms pursuant to the internal short-term cash management
facility ("short-term cash management" means the management of daily positive or
negative cash balances for all participating segments, profit centers and legal
entities that are pooled in the Corporation's money market investment pool on a
daily basis); or (iv) as contemplated for the management of Prudential Holdings,
LLC's assets.

(b) Other transfers, exchanges, investments, purchases or sales of assets
between the Regulatory Closed Block and businesses outside of the Regulatory
Closed Block, including the Financial Services Businesses, are permitted if such
transactions (x) (i) benefit the Regulatory Closed Block, (ii) are consistent
with the Closed Block Memorandum, (iii) are executed at demonstrable fair market
values and (iv) do not exceed, in any calendar year, more than 10% of the
statutory statement value of the invested assets of the Regulatory Closed Block
as of the beginning of that year or (y) are pursuant to the Tax Agreements.

(c) Any lending pursuant to any inter-business loan that may be established
to reflect usage of the funds held in the DSCA - Subaccount FSB or the DSCA -
Subaccount FSB (Deposit) (each as defined in the Indenture) to pay Debt Service
(as defined in the Indenture) on the IHC Debt and any other amounts owed to the
Bond Insurer is permitted.

(d) In addition to the foregoing, the Financial Services Businesses in any
legal entity may lend to the Closed Block Business in the same or any other
legal entity on market terms on either a subordinated or non-subordinated basis,
as may be approved by

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the Corporation's Board of Directors and, if applicable, the Board of Directors
of Prudential Insurance.

(e) The Corporation's and Prudential Insurance's respective Boards of
Directors may designate: (i) that a capital contribution to Prudential Insurance
be for the benefit of the Closed Block Business within Prudential Insurance; or
(ii) that assets of the Financial Services Businesses within Prudential
Insurance be transferred to the Closed Block Business within Prudential
Insurance in the form of a loan on market terms that is subordinated to all
existing obligations of the Closed Block Business within Prudential Insurance.
In the absence of the specific designation referred to in clause (i), any
capital contribution to Prudential Insurance will be for the benefit of the
Financial Services Businesses.

(f) The respective Boards of Directors of the Corporation and Prudential
Insurance have discretion to transfer assets of the Financial Services
Businesses to the Regulatory Closed Block, or use such assets for the benefit of
Regulatory Closed Block policyholders, if they (as applicable) believe such
transfer or usage is in the best interests of the Financial Services Businesses,
and such transfers or usage may be made without requiring any repayment of the
amounts transferred to the Regulatory Closed Block or so used or the payment of
any other consideration from the Closed Block Business.

(g) Such other transactions on market terms as may be approved by the Board
of Directors of the Corporation and if applicable, the Board of Directors of
Prudential Insurance.

(h) Cash payments for Administrative Services Fees from the Closed Block
Business to the Financial Services Businesses will be based on the charges set
forth in the Indenture. Cash payments for expenses of the Regulatory Closed
Block that are paid from within the Regulatory Closed Block to the portion of
the Closed Block Business that is outside of the Regulatory Closed Block within
Prudential Insurance will be calculated on a formulaic basis consistent with the
Closed Block Memorandum as set forth in the Indenture.

Accounting Policies with Respect to the Allocation of Assets, Liabilities and
Expenses

(1) The Corporation will allocate all its assets, liabilities, equity and
earnings between the Financial Services Businesses and the Closed Block
Business, and the Corporation will account for them as if they were separate
legal entities, in accordance with GAAP.

(2) For financial reporting purposes, revenues, administrative, overhead,
and investment expenses, taxes other than federal income taxes and certain
commissions and commission-related expenses associated with the Closed Block
Business will be allocated between the Closed Block Business and the Financial
Services Businesses in accordance with GAAP. Interest expense and routine
maintenance and

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administrative costs generated by the IHC Debt will be considered directly
attributable to the Closed Block Business and will therefore be allocated in
their entirety to the Closed Block Business except as indicated below.

(3) Any transfers of funds between the Closed Block Business and the
Financial Services Businesses will typically be accounted for as either
reimbursement of expense, investment income, return of principal or a
subordinated loan, except as contemplated under "-- Polices with Respect to
Inter-Business Transactions and Transfers (Excluding Taxation)" above and "--
Policies with Respect to Inter-Business Transactions and Transfers Regarding
Taxation" below.

(4) The Closed Block Business will exclude any expenses and liabilities
from litigation affecting the Closed Block Policies, and these expenses and
liabilities will be part of, and borne by, the Financial Services Businesses.
The Financial Services Businesses will bear any expenses and liabilities from
litigation affecting the Closed Block Policies and the consequences of certain
adverse tax determinations related to the IHC Debt, as noted below. These
expenses will therefore be reflected in the Financial Services Businesses, and
not in the Closed Block Business. In connection with the sale of the Class B
Stock and the issuance of the IHC Debt, the Corporation has agreed to indemnify
the investors in the Class B Stock pursuant to the Subscription Agreement and
may agree to indemnify other persons with respect to certain matters, and such
indemnification will be borne by the Financial Services Businesses. For the nine
months ended September 30, 2001, a reserve of $160 million was recorded in the
Traditional Participating Products segment for death and other benefits due with
respect to policies for which no death claim has been received but where death
has occurred; upon demutualization this reserve will become a liability of the
Financial Services Businesses, and any subsequent reestimation of this reserve
(upward or downward) will be included in adjusted operating income of the
Financial Services Businesses.

(5) For financial reporting purposes, administrative expenses recorded by
the Closed Block Business, and the related income tax effect, will be based upon
actual expenses incurred under GAAP. Any difference between the cash amount
transferred from the Closed Block Business to the Financial Services Businesses
as described in paragraph (h) under "-- Policies with Respect to Inter-Business
Transactions and Transfers (Excluding Taxation)" above and actual expenses
incurred as recorded under GAAP will be recorded, on an after-tax basis at the
applicable current rate, as direct adjustments to the respective GAAP equity
balances of the Closed Block Business and the Financial Services Businesses
without the issuance of shares of either Business to the other Business.
Statutory expenses will be calculated based upon the actual cash payments.
Internal investment expenses recorded and paid by the Closed Block Business, and
the related income tax effect, will be based upon actual expenses incurred under
GAAP and in accordance with an investment management agreement between
Prudential Insurance and Prudential Investment Management, Inc. and other
agreements governing record keeping, bank fees, accounting and reporting, asset
allocation, investment policy and planning and analysis.

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Tax Allocations/Tax Treatment

For financial reporting purposes, the Closed Block Business within each
legal entity will be treated as if it were a consolidated subsidiary under the
consolidated federal income tax sharing agreement of the Corporation and its
affiliates. Accordingly, if the Closed Block Business within any legal entity
has taxable income, it will recognize its share of income tax as if it were a
consolidated subsidiary of the Corporation. If the Closed Block Business within
any legal entity has losses or credits, it will recognize a current income tax
benefit.

Policies with Respect to Inter-Business Transactions and Transfers Regarding
Taxation

If the Closed Block Business has taxable income attributable to tax periods
(or portions of periods) after the Effective Time, it will pay its share of
federal income tax in cash to the Financial Services Businesses. If the Closed
Block Business has losses or credits attributable to tax periods (or portions of
periods) after the Effective Time, it will receive its federal income tax
benefit in cash from the Financial Services Businesses. If any losses or credits
cannot be utilized in the consolidated federal income tax return of the
Corporation for the year in which such losses or credits arise, the Closed Block
Business will still receive the full benefit in cash, it being understood that
the Financial Services Businesses will be entitled to subsequently recover such
benefit for itself if the losses or credits are ultimately actually utilized in
computing estimated payments or in the consolidated federal income tax returns
of the Corporation, but the failure to recover such benefit will have no effect
on the Closed Block Business (and will not affect the Corporation's obligations
under the Tax Agreements, reflecting these policies).

Certain tax costs and benefits are determined under the Plan of
Reorganization with respect to the Regulatory Closed Block using statutory
accounting rules that may give rise to tax costs or tax benefits prior to the
time that those costs or benefits are actually realized for tax purposes. If at
any time the Closed Block Business is allocated any such tax cost or a tax
benefit under the Plan of Reorganization that is not realized at that same time
under the relevant tax rules but will be realized in the future, the Closed
Block Business will pay such tax cost or receive such tax benefit at that time,
but it shall be paid to or paid by the Financial Services Businesses. When such
tax cost or tax benefit is subsequently realized under the relevant tax rules,
the tax cost or tax benefit shall be allocated to the Financial Services
Businesses. The foregoing principles will be applied so as to prevent any item
of income, deduction, gain, loss, credit, tax cost or tax benefit being taken
into account more than once by the Closed Block Business (including the
Regulatory Closed Block) or the Financial Services Businesses. For this purpose,
Pre-Closing Tax Attributes shall be taken into account with any such Pre-Closing
Tax Attributes relating to the Regulatory Closed Block being attributed to the
Closed Block Business and all other Pre-Closing Tax Attributes being attributed
to the Financial Services Businesses.

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The Closed Block Business will also pay or receive its appropriate share of
tax and related interest resulting from adjustments attributable to the
settlement or other resolution of tax controversies or the filing of amended tax
returns to the extent that such amounts relate to controversies or amended
returns arising with respect to the Closed Block Business and attributable to
tax periods (or portions of periods) after the Effective Time, except to the
extent that such tax is directly attributable to the characterization of the IHC
Debt as other than debt for tax purposes, in which case the tax will be borne
solely by the Financial Services Businesses. If a change of law after the
Effective Time, including any change in the interpretation of any law, results
in the recharacterization of all or part of the IHC Debt as other than debt for
tax purposes or a significant reduction in the income tax benefit associated
with the interest expense on all or part of the IHC Debt, the Financial Services
Businesses will continue to pay the foregone income tax benefit to the Closed
Block Business for as long as the IHC Debt remains outstanding or any amounts
are owed to the Bond Insurer as if such recharacterization or reduction of
actual benefit has not occurred. The Financial Services Businesses will bear all
tax liabilities not properly attributable to the Closed Block Business. Any
settlement involving the Closed Block Business will be made in good faith and
with due regard to the merits of the position taken by the Closed Block
Business.

Charges for premium taxes, guaranty fund payments as well as state and
local income taxes and franchise taxes will be allocated between the Closed
Block Business and the Financial Services Businesses in the manner in which they
are allocated between the Regulatory Closed Block and other than the Regulatory
Closed Block within Prudential Insurance, in accordance with the Closed Block
Memorandum. For purposes of calculating the state and local income tax for the
Closed Block Business within Prudential Insurance, the actual Prudential
Insurance state and local income tax rates will be used. For purposes of
calculating the state and local income tax on the Closed Block Business outside
Prudential Insurance (including the state and local income tax benefits related
to the interest payable on the IHC Debt) a fixed rate of 1% will be used.



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