FORM OF PROPOSED CERTIFICATE 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
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act 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
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(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,
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the 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 represented

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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 all of the
rights of the Preferred Stock as expressly provided herein, by law or

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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 consecutive Trading

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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
obtain all regulatory approvals and make all notifications
required

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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 exchange or conversion for which such determination
of "Fair Market Value" is required using the third designee for
such purpose irrespective of

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


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"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, 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, 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 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


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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

(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;

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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
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

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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.

"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

14

(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 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

15


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 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

16

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 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

17

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 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

18

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 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

19

(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.

(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

20

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 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

21

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
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

22

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.

(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

23

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 __ and the names and addresses of
persons serving as such directors are as set forth below:


Name Address






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


24

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 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.

25

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 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

26

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.

(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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IN WITNESS WHEREOF, the undersigned has executed this Amended and
Restated Certificate of Incorporation this __ day of ________, 2001.


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[Name], [Title]



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