PLAN OF REORGANIZATION

EXHIBIT 2.1

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THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA

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PLAN OF REORGANIZATION

Under Chapter 17C of Title 17
of the
New Jersey Revised Statutes

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As Adopted as of December 15, 2000
(and subsequently amended and restated)

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TABLE OF CONTENTS
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ARTICLE I DEFINITIONS.......................................................1

ARTICLE II PURPOSE OF PLAN..................................................14

ARTICLE III THE REORGANIZATION...............................................15
Section 3.1 Membership Interests........................................15
Section 3.2 Effect of Reorganization on the Company, the Intermediate
Holding Company and the Holding Company.....................15
Section 3.3 Destacking and Other Financial Transactions.................17
Section 3.4 Exemption from Registration.................................19

ARTICLE IV POLICIES.........................................................19
Section 4.1 Policies....................................................19
Section 4.2 Duration of Membership Interests............................20
Section 4.3 Exclusions..................................................20

ARTICLE V DETERMINATION OF OWNERSHIP.......................................21
Section 5.1 Individual Policies.........................................21
Section 5.2 Structured Settlements......................................21
Section 5.3 Group Policies..............................................21
Section 5.4 Certain Group Policies and Contracts Issued to
Groups and Trusts Established by the Company................21
Section 5.5 Assignment..................................................22
Section 5.6 No Other Interest Considered................................23
Section 5.7 Determination by the Company................................23
Section 5.8 Mailing Address.............................................23
Section 5.9 Inquiries and Disputes......................................23

ARTICLE VI IN FORCE.........................................................23
Section 6.1 In Force Rules..............................................23
Section 6.2 Inquiries and Disputes......................................27

ARTICLE VII ALLOCATION OF POLICYHOLDER CONSIDERATION.........................27
Section 7.1 Allocation of Total Allocable Shares........................27
Section 7.2 Allocation of Aggregate Basic Variable Component............30
Section 7.3 Reinstated Policies.........................................30
Section 7.4 Policies Issued to ADR Claimants............................31
Section 7.5 Determination of Amount of Non-Stock Consideration..........31


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ARTICLE VIII FORMS OF CONSIDERATION; DISTRIBUTION.............................31
Section 8.1 Forms of Consideration......................................31
Section 8.2 "Policy Credits" Defined....................................33
Section 8.3 Distribution of Non-Stock Consideration.....................34
Section 8.4 Currency; Exchange Rate.....................................34
Section 8.5 Delivery of Consideration...................................35
Section 8.6 Distribution to Eligible Policyholders Comprising
Multiple Persons............................................35

ARTICLE IX CLOSED BLOCK; PROVISIONS FOR CERTAIN POLICIES WITH
NON-GUARANTEED ELEMENTS..........................................35
Section 9.1 Establishment and Purpose of the Closed Block...............35
Section 9.2 Operation of the Closed Block...............................36
Section 9.3 Guaranteed Benefits.........................................40
Section 9.4 Canadian Closed Block.......................................40
Section 9.5 Dividends on Certain Policies Not Included in Closed Block..41
Section 9.6 Modifications to Non-Guaranteed Elements in Certain Life
Insurance Policies, Annuities and Riders....................42

ARTICLE X APPROVAL BY COMMISSIONER.........................................42
Section 10.1 Application; Hearing........................................42
Section 10.2 Notice of Hearing...........................................42

ARTICLE XI APPROVAL BY POLICYHOLDERS........................................43
Section 11.1 Special Meeting.............................................43
Section 11.2 Notice of Special Meeting...................................44
Section 11.3 Efforts to Encourage Voting.................................44
Section 11.4 Certification of Vote.......................................44
Section 11.5 Inquiries and Disputes......................................45

ARTICLE XII TAX AND ERISA CONSIDERATIONS.....................................45
Section 12.1 Tax Rulings or Opinions.....................................45
Section 12.2 ERISA Considerations........................................46

ARTICLE XIII CONDITIONS TO EFFECTIVENESS OF PLAN..............................46
Section 13.1 Conditions to Effectiveness of Plan.........................46

ARTICLE XIV ADDITIONAL PROVISIONS............................................48
Section 14.1 Commission-Free Sales and Purchases Programs...............48
Section 14.2 Continuation of Corporate Existence; Board of Directors....49


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Section 14.3 Acquisition of Securities by Certain Officers, Directors
and Employees................................................49
Section 14.4 Compensation of Officers, Directors and Employees............51
Section 14.5 Restriction on Acquisition of Securities.....................51
Section 14.6 Notice to Former Policyholders...............................52
Section 14.7 Adjustment of Share Numbers..................................52
Section 14.8 No Preemptive Rights.........................................52
Section 14.9 Notices......................................................52
Section 14.10 Corrections to Plan; Amendment or Withdrawal of Plan;
Amendment to Certificates of Incorporation and By-laws.......53
Section 14.11 Costs and Expenses...........................................54
Section 14.12 Governing Law................................................54
Section 14.13 Interpretation...............................................54


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SCHEDULES

SCHEDULE 3.3(a) -- The Destacking Schedule
SCHEDULE 3.3(c)(i) -- The Class B Stock/IHC Debt Securities Schedule

EXHIBITS

EXHIBIT A -- Form of Amended and Restated Certificate of Incorporation of the
Holding Company
EXHIBIT B -- Form of Amended and Restated By-laws of the Holding Company
EXHIBIT C -- Form of Amended and Restated Charter of the Company
EXHIBIT D -- Form of Amended and Restated By-laws of the Company
EXHIBIT E -- ADR Memorandum
EXHIBIT F -- Allocation Principles and Methodology
EXHIBIT G -- Closed Block Memorandum
EXHIBIT H -- Canadian Closed Block Memorandum
EXHIBIT I -- Flexible Factor Requirements
EXHIBIT J -- Annuity Crediting Rate Requirements
EXHIBIT K -- Actuarial Certification of the Reasonableness and Appropriateness
of the Methodology and Underlying Assumptions used to Allocate
Consideration among Eligible Policyholders and Actuarial
Certification of the Reasonableness and Sufficiency of the Assets
Allocated to the Closed Block and the Canadian Closed Block
EXHIBIT L -- Commission-Free Sales and Purchases Program Memorandum


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THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA

PLAN OF REORGANIZATION

This Plan of Reorganization dated as of December 15, 2000 (the "Adoption
Date") (together with all Exhibits and Schedules, as originally adopted and as
it may from time to time hereafter be amended, supplemented or modified as
provided herein, this "Plan") was adopted on the Adoption Date by unanimous
written consent of the Board of Directors (the "Board") of The Prudential
Insurance Company of America, a New Jersey mutual life insurance company that
will become, upon the consummation of this Plan, a New Jersey stock life
insurance company (the "Company"). The Board subsequently adopted this amended
and restated Plan. This Plan provides for the conversion of the Company from a
mutual life insurance company into a stock life insurance company in accordance
with the requirements of Chapter 17C of Title 17 of the New Jersey Revised
Statutes ("Chapter 17C").

ARTICLE I
DEFINITIONS

The following terms have the following meanings for purposes of this Plan:

"Actuarial Contribution" means, with respect to a particular Eligible
Policy, the contribution that such Eligible Policy is estimated to have made to
the Company's surplus, plus the estimated contribution that such Eligible Policy
is expected to make to the Company's surplus in the future, in each case as
determined in accordance with the principles and methodology set forth in
Article VII and the Allocation Principles and Methodology attached hereto as
Exhibit F.

"Actuarial Contribution Date" means March 31, 2000.

"Additional Extraordinary Dividend" means one or more extraordinary
dividends (within the meaning of Section 17:27A-4 of the New Jersey Revised
Statutes) that the Company may, on or within 30 days after the Effective Date,
pay, subject to the prior written approval of the Commissioner, in the form of
cash, other assets or both, in accordance with Section 3.3(b), to the
Intermediate Holding Company or the Holding Company, or to the Intermediate
Holding Company and thereafter in whole or in part to the Holding Company,
having a fair market value not to exceed in the aggregate $2,500,000,000.

"Additional Fixed Component" means that element of the Fixed Component of
consideration, calculated pursuant to Section 7.1(b)(i)(B), allocable to certain
Eligible Policyholders as specified in Section 7.1(b)(i)(B).

"Additional Variable Component" means that element of the Variable
Component of consideration, calculated pursuant to Section 7.1(b)(ii)(B),
allocable to certain Eligible Policyholders as specified in Section
7.1(b)(ii)(B).

"Adoption Date" means December 15, 2000, the date as of which this Plan
was adopted by unanimous action of the Board. All amendments, supplements and
modifications to this Plan shall relate back to and be considered to take effect
as of the Adoption Date for purposes of this Plan.

"ADR" means the alternative dispute resolution process provided for in the
Stipulation of Settlement.

"ADR Claimant" means a Person who filed a claim in ADR.

"ADR Memorandum" means the memorandum attached hereto as Exhibit E.

"Aetna Company" means Aetna, Inc., a Connecticut corporation, or any of
its subsidiaries, as the context requires.

"Aggregate Basic Variable Component" means the portion of the Initial
Allocable Shares that remains after Allocable Shares are first allocated from
the Initial Allocable Shares to provide for the aggregate of all Basic Fixed
Components allocable in respect of all Eligible Policyholders as provided in
Section 7.1(b)(i)(A).

"Allocable Shares" means notional shares of Common Stock allocable among
Eligible Policyholders in the Reorganization.

"Allocation Factor" means the ratio of the Aggregate Basic Variable
Component to the sum of all positive Actuarial Contributions of all Eligible
Policies.

"Allocation Principles and Methodology" means the principles and
methodology set forth in the memorandum attached hereto as Exhibit F that govern
the allocation of the Aggregate Basic Variable Component among Eligible
Policyholders.

"Annuity Crediting Rate Requirements" means the rules set forth in Exhibit
J applicable to the interest rates credited on certain account values of Covered
Fixed Annuities and Covered Variable Annuities.

ARTICLE I: DEFINITIONS


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"Application" means the application for approval of, and for permission to
reorganize pursuant to, this Plan, that will be filed by the Company with the
Commissioner.

"Basic Fixed Component" means that component of consideration allocable to
each Eligible Policyholder as provided in Section 7.1(b)(i)(A). Such Basic Fixed
Component shall be equal to eight Allocable Shares. Each Eligible Policyholder
shall be allocated a single Basic Fixed Component (regardless of the number of
Eligible Policies owned by such Eligible Policyholder as of the Adoption Date,
including any Policies issued, reinstated or repurchased pursuant to the ADR
Memorandum).

"Basic Variable Component" means that component of consideration equal to
the portion, if any, of the Aggregate Basic Variable Component allocated in
respect of all Eligible Policies of an Eligible Policyholder.

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

"Canadian Closed Block" means the mechanism established pursuant to
Article IX for the purpose of providing, over time, for the reasonable dividend
expectations of the holders of certain participating intermediate monthly
premium life insurance policies, weekly premium life insurance policies and
related riders and supplementary benefits issued by the Company's Canadian
branch, as set forth in the Canadian Closed Block Memorandum, attached hereto as
Exhibit H.

"Chapter 17C" means Chapter 17C of Title 17 of the New Jersey Revised
Statutes.

"Class B Stock" means the Class B Stock, par value $0.01 per share, of the
Holding Company.

"Closed Block" means the mechanism established pursuant to Article IX for
the purpose of providing, over time, for the reasonable dividend expectations of
the holders of Closed Block Policies. The Closed Block shall consist of the
Closed Block Policies, the Closed Block Assets and the operating rules which
define certain specified cash flows credited to and charged against the Closed
Block, each as set forth in Article IX and the Closed Block Memorandum, attached
hereto as Exhibit G. References herein to the Closed Block shall not include the
Canadian Closed Block.

"Closed Block Assets" shall consist of (i) the Initial Closed Block
Assets, (ii) cash flows from such assets, (iii) assets resulting from the
reinvestment of such cash flows, (iv) cash flows from the Closed Block Policies
and (v) assets resulting from the investment of such cash flows. Closed Block
Assets shall include policy loans, accrued interest on any of the foregoing
assets and due premiums on the Closed Block Policies. Closed Block Assets shall
be adjusted to reflect Closed Block Policies

ARTICLE I: DEFINITIONS

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issued or reinstated on or after the Closed Block Funding Date, as set forth in
the Closed Block Memorandum. Closed Block Assets shall not include assets
included in the Canadian Closed Block.

"Closed Block Funding Date" means July 1, 2000.

"Closed Block Memorandum" means the memorandum attached hereto as Exhibit
G that sets forth the rules governing the establishment and operation of the
Closed Block.

"Closed Block Policies" means:

(i) participating individual life insurance policies, along with all
supplementary benefits and riders attached to all such policies, for
which the Company has an experienced-based dividend scale and for
which (a) dividends are due, paid or accrued during 2000 by action
of the Board, (b) no dividends are due during 2000 because recent
issuance of such policies results in no dividends for an initial
period, (c) no dividends are due during 2000 because such policies
are in extended term insurance status, but the policies otherwise
would satisfy the criteria of this subsection (i); or (d) no
dividends are due during 2000 because the policies were issued in
2001, but the policies otherwise would satisfy the criteria of this
subsection (i) if they had been in force during all or any part of
2000,

(ii) paid-up individual life insurance policies or riders which
arose from the death of the primary insured under a policy that
would have been a Closed Block Policy if it had been In Force on the
Closed Block Funding Date, and

(iii) Participating Individual Retirement Annuity Contracts for
which the Company has an experience-based dividend scale and for
which contracts dividends are due, paid or accrued during 2000 by
action of the Board.

Each policy, contract, supplementary benefit and rider described in
(i) through (iii) above shall be a Closed Block Policy only to the extent that
such policy, contract, supplementary benefit or rider (x) is In Force as of the
Closed Block Funding Date; (y) becomes In Force after the Closed Block Funding
Date pursuant to an application or other required form received by the Company
on or prior to the Effective Date, including any policy issued or repurchased by
an ADR Claimant pursuant to the ADR Memorandum; or (z) was In Force before the
Effective Date and reinstated on or after the Closed Block Funding Date pursuant
to the Company's normal administrative practices. "Closed Block Policies" does
not include, among other things, (a) Interest Sensitive Life Insurance Policies
or variable life insurance policies, (b) annuity contracts not described in
(iii) above, (c)

ARTICLE I: DEFINITIONS


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Supplementary Contracts, (d) group insurance policies or annuity contracts or
(e) insurance policies or annuity contracts issued by the Company's Canadian
branch.

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

"Commission-Free Sales and Purchases Program Memorandum" means the
memorandum attached hereto as Exhibit L that sets forth the rules governing the
commission-free sales and purchases program or programs provided for in Section
14.1.

"Commissioner" means the Commissioner of Banking and Insurance of the
State of New Jersey, or such governmental officer, body or authority as may
succeed such Commissioner.

"Common Stock" means the common stock, par value $0.01 per share, of the
Holding Company.

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

"Covered Fixed Annuity" means an individual fixed annuity In Force on the
Effective Date that is within the classes of annuities listed on Schedule J-1 to
the Annuity Crediting Rate Requirements attached hereto as Exhibit J, where the
issuing insurer has reserved the right to adjust the crediting rate
periodically.

"Covered Variable Annuity" means an individual variable annuity In Force
on the Effective Date that is within the classes of annuities listed on Schedule
J-2 to the Annuity Crediting Rate Requirements attached hereto as Exhibit J,
where the contract owner has the right to direct funds to be invested in the
general account of the issuing insurer and the issuing insurer has reserved the
right to adjust the crediting rate for such funds periodically.

"Designated Subsidiary" means the United States operations of any of the
following: (i) Pruco Life Insurance Company; (ii) Pruco Life Insurance Company
of New Jersey; or (iii) Prudential Select Life Insurance Company of America.

"Destacking" means the realignment of the ownership of certain
subsidiaries, assets and non-insurance liabilities of the Company described in
Section 3.3(a) and Schedule 3.3(a).

"Destacking Extraordinary Dividend" means one or more extraordinary
dividends (within the meaning of Section 17:27A-4 of the New Jersey Revised
Statutes) that may, on or within 30 days

ARTICLE I: DEFINITIONS


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after the Effective Date, be effected by the Company as a part of the Destacking
as described in Section 3.3(a) and Schedule 3.3(a).

"Effective Date" means the date on which the closing of the IPO occurs,
which shall be a date occurring after (i) the respective approvals of this Plan
by the Commissioner in accordance with Article X and the Qualified Voters in
accordance with Article XI and (ii) the satisfaction of the other conditions set
forth in Article XIII; provided, however, that in no event shall the Effective
Date be more than twelve months after the date on which the Commissioner has
approved this Plan, unless such period is extended by the Commissioner.

"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.

"Eligible Policy" means a Policy that is In Force or deemed, as provided
in Article VI, to be In Force as of the Adoption Date; provided, however, that
"Eligible Policy" shall not include: (i) a Structured Settlement that has a
Prudential Affiliate as its Owner; (ii) a Policy with respect to which the
Company or a Prudential Affiliate is the owner of record and also the beneficial
owner; or (iii) except as provided in the ADR Memorandum, a Policy purchased or
reinstated by a Project Participant on or after February 10, 1998.
Notwithstanding the foregoing sentence, each of the following shall be
considered an Eligible Policy, provided that it is In Force or deemed, as
provided in Article VI, to be In Force as of the Adoption Date: (i) a Policy
held by or on behalf of any employee benefit plan sponsored by the Company or
any Prudential Affiliate; (ii) a Policy that is an IRA (as defined herein) with
respect to which the Company or a Prudential Affiliate serves as custodian; and
(iii) a certificate or other evidence of interest in a group insurance policy or
annuity contract deemed for purposes of this Plan to be a separate Policy
pursuant to Section 5.4.

"Eligible Policyholder" means a Policyholder who is, or is deemed for
purposes of this Plan to be, the Owner on or as of the Adoption Date of one or
more Eligible Policies.

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

"ERISA Exemption" means the exemption from Section 406(a) of ERISA and
Section 4975 of the Code with respect to the receipt of consideration pursuant
to this Plan by Eligible Policyholders that are employee benefit plans or IRAs
(as defined herein) subject to the provisions of such sections, for which the
Company shall have applied to the United States Department of Labor.

"ERISA Opinion" means the opinion of nationally recognized independent
ERISA counsel engaged by the Company, dated as of the Effective Date and
substantially to the effect that there is no reason to anticipate that the ERISA
Exemption will not be granted in substantially the form

ARTICLE I: DEFINITIONS


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requested, which opinion the Company will obtain and rely upon if the ERISA
Exemption is not received on or before the Effective Date.

"Exchange" means the issuance by the Company to the Holding Company of 100
shares of common stock of the Company in exchange for the shares of Common Stock
to be distributed to Eligible Policyholders in accordance with this Plan.

"Fair and Equitable" has the meaning ascribed to it in Chapter 17C, which
is that any action undertaken with respect to this Plan provides for full and
proper consideration of the aggregate Membership Interests and corresponding
values of Eligible Policyholders, in no manner discriminates improperly among
Eligible Policyholders and appropriately protects the interests of Eligible
Policyholders before and subsequent to the Reorganization.

"Fixed Component" means that component of consideration allocable to each
Eligible Policyholder (regardless of the number of Eligible Policies owned by
such Eligible Policyholder on the Adoption Date) as provided in Section
7.1(b)(i). Such Fixed Component shall be equal to the sum of (x) the Basic Fixed
Component and (y) the Additional Fixed Component, if any.

"Flexible Factor Policy" means any individual life insurance policy In
Force on the Effective Date that is within the classes of policies listed on
Schedule I-1 to the Flexible Factor Requirements attached hereto as Exhibit I,
whether participating or nonparticipating, and associated riders, where the
issuing insurer has reserved the right to modify (upward or downward) premiums,
charges (expenses or cost of insurance) or credits (interest on contract funds
or dividends) on the basis of future anticipated or emerging experience.

"Flexible Factor Requirements" means the rules set forth in Exhibit I
applicable to modifications of Flexible Factors under Flexible Factor Policies.

"Flexible Factors" means, with respect to Flexible Factor Policies,
current cost of insurance rates, current interest rates, current expense charges
and, for indeterminate premium policies, current premiums, that in each case may
be redetermined from time to time by the issuing insurer on the basis of
projected future experience. Flexible Factors also means, solely for purposes of
the Plan, (1) annual dividends paid with respect to life insurance policies
marketed under the name "Life Builder," which are listed by policy form number
on Schedule I-1 to the Flexible Factor Requirements attached hereto as Exhibit I
and (2) termination dividends paid with respect to life insurance policies
issued by Prudential and marketed under the names "Life Builder," "Appreciable
Life" and "Variable Appreciable Life," which are listed by policy form number on
Schedule I-1 to the Flexible Factor Requirements attached hereto as Exhibit I.


ARTICLE I: DEFINITIONS


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"Formation Shares" means those shares of Common Stock that the Holding
Company shall have issued to the Company in connection with the formation of the
Holding Company, in exchange for a nominal capital contribution by the Company
to the Holding Company, by which exchange the Holding Company shall have become
a wholly owned subsidiary of the Company.

"401(k) Plan" means the Prudential Employee Savings Plan, the profit
sharing plan sponsored by the Company that is qualified under Section 401(a) of
the Code and which also provides for elective deferrals of contributions by plan
participants as described under Section 401(k) of the Code.

"FSP" means an annuity contract marketed by the Company under the name
"Financial Security Program."

"Funding Agreement" means an insurance agreement providing for deposits
with and payments by the insurer, pursuant to which the deposit, interest and
payment structures may vary.

"Great-West" means The Great-West Life Assurance Company, an insurance
company organized under the laws of Canada, which acquired London Life effective
November 13, 1997, and any successor thereto.

"Guaranteed Investment Contract" means any unallocated group annuity
contract, guaranteed interest contract or other similar instrument by whatever
name in which the Company or a Designated Subsidiary agrees to guarantee a fixed
or variable rate of interest for a specified period of time or a future payment
that is payable at a predetermined date (subject in some contracts to earlier
withdrawals upon the occurrence of contractually-specified events) on monies
that are deposited with the insurer and under which payment is not contingent on
the continuance of human life.

"Hearing" means the public hearing on this Plan that is required to be
held pursuant to Chapter 17C.

"Holding Company" means a New Jersey stock business corporation to be
named Prudential Financial, Inc.

"IHC Debt Securities" has the meaning set forth in Section 3.3(c)(i).

"iMoneyNet Taxable Retail Average" means The Money Fund Report Average(TM)
Taxable Retail 30-day (compound) Yield, which is a composite index of average
returns of certain categories of mutual funds that invest in high quality
short-term (maturities of less than 13 months) money market securities that is
published by iMoneyNet, Inc., and shall include any substantially similar

ARTICLE I: DEFINITIONS


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index published by iMoneyNet, Inc., or published by any corporate successor of
iMoneyNet, Inc., or published by any assignee of the right to publish such
index, in the event that iMoneyNet, Inc. (or such corporate successor or
assignee) changes the name of such index.

"In Force" means, with respect to a Policy, that such Policy is in force
or deemed to be in force for purposes of this Plan, in each case as determined
by the rules set forth in Article VI.

"Initial Allocable Shares" means the 600 million shares of Common Stock
representing the aggregate number of shares allocable for the sum of all Basic
Fixed Components and the Aggregate Basic Variable Component.

"Initial Closed Block Assets" means the portion of the assets of the
Individual Insurance and Annuity segment of the Company's general account
assets, together with policy loans, accrued interest and premiums due on the
Closed Block Policies, that has been allocated to the Closed Block as of the
Closed Block Funding Date in accordance with the Closed Block Memorandum,
attached hereto as Exhibit G.

"Initial Stock Price" means the initial public offering price per share at
which Common Stock is sold to the public in the IPO.

"Interest Sensitive Life Insurance Policy" means an individual life
insurance policy under the provisions of which separately identified interest
credits (other than in connection with dividend accumulations, premium deposit
funds or other supplementary accounts) and mortality charges are made to the
policy.

"Intermediate Holding Company" means a corporation or limited liability
company to be formed under New Jersey law that will be a wholly owned direct
subsidiary of the Holding Company and the direct parent of the Company as a
result of the transactions contemplated by this Plan.

"Internal Revenue Service" means the United States Internal Revenue
Service.

"IPO" means the initial public offering by the Holding Company of shares
of Common Stock.

"IRA" means, for purposes of this Plan, an individual retirement annuity
(including certain pre-November 8,1978 endowment contracts) described in Section
408(b) of the Code, which for purposes of this definition shall include an
annuity contract held under an individual retirement account (as described in
Code Section 408(a)), a SEP (as described in Code Section 408(k)), a SIMPLE IRA
(as described in Code Section 408(p)) or a Roth IRA (as described in Code
Section 408A). IRA does not, for purposes of this Plan, include any individual
retirement account described

ARTICLE I: DEFINITIONS


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in Sections 408 and 408A of the Code under which no insurance policy or annuity
contract has been issued.

"Living Needs Benefit" means a settlement option to provide acceleration
of death benefits under a life insurance policy or certificate.

"London Life" means London Life Insurance Company, an insurance company
organized under the laws of Canada, to which the Company transferred a portion
of its Canadian business pursuant to the Transfer and Assumption Agreement,
entered into pursuant to the Master Agreement dated May 22, 1996 between the
Company and London Life, and any successor thereto.

"Membership Interest" means all the rights and interests of a Policyholder
(including without limitation any Eligible Policyholder) as a member of the
Company arising (i) under the Company's charter and by-laws, or (ii) by law or
otherwise, including under this Plan, which rights and interests include, but
are not limited to, the right, if any, to vote and any right with regard to the
surplus of the Company not apportioned or declared by the Board for policyholder
dividends.

"National Life" means The National Life Assurance Company of Canada, an
insurance company organized under the laws of Canada, with which the Company
jointly issued certain policies pursuant to a reinsurance agreement effective as
of September 1, 1986 between the Company and National Life.

"New Jersey Insurance Holding Company Systems Act" means Sections 17:27A-1
through 17:27A-14, inclusive, of the New Jersey Revised Statutes.

"Notice of Hearing" means the notice of the Hearing that the Company shall
mail to each Person who was a Policyholder as of the Adoption Date.

"Notice of Special Meeting" means the notice of the Special Meeting that
the Company shall mail to Persons who are Qualified Voters as of the Adoption
Date setting forth the reasons for the Special Meeting and the time and place of
the Special Meeting, and enclosing a ballot for each such Qualified Voter.

"Other Qualified Plans" means any of the following: (i) an individual life
insurance policy that has been issued and held by an individual in connection
with a plan qualified under section 401(a) or 403(a) of the Code to provide
incidental life insurance protection; (ii) an individual annuity contract issued
and held by an individual in connection with an ongoing plan qualified under
section 401(a) or 403(a) of the Code; or (iii) an individual annuity contract
that has been distributed from a plan qualified under section 401(a) or 403(a)
of the Code directly to the plan participant prior to the Effective Date.


ARTICLE I: DEFINITIONS


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"Owner" means, with respect to any Policy, the Person or Persons specified
as owner or deemed to be the owner of the Policy for purposes of this Plan, in
each case as determined by the rules set forth in Article V.

"Participating Individual Retirement Annuity Contract" means a
participating deferred annuity with both a fixed premium and a guaranteed cash
value.

"Person" means an individual, partnership, firm, association, corporation,
joint-stock company, limited liability company, limited liability partnership,
trust, government or governmental agency, State or political subdivision of a
State, board, estate, trustee, fiduciary or any other legal entity.

"Plan" means this Plan of Reorganization, together with all Exhibits and
Schedules, as originally adopted and as it may from time to time hereafter be
amended, supplemented or modified as provided herein.

"Policy" has the meaning set forth in Article IV.

"Policy Credit" has the meaning set forth in Section 8.2.

"Policyholder" means the Person who is, or Persons who collectively are,
the Owner, or who is or are deemed for purposes of this Plan to be the Owner, of
a Policy. A Person who is, or is deemed for purposes of the Plan to be, or
Persons who collectively are, or are deemed for purposes of this Plan to be, the
Owner of more than one Policy in more than one legal capacity (e.g., as trustee
under each of two or more separate trusts) shall be deemed for purposes of this
Plan to be a separate Policyholder in each such capacity.

"Project Participant" means any of the officers or directors of the
Company, any of certain employees of the Company or a Prudential Affiliate, or
certain related Persons, all as identified pursuant to the Company's internal
policies or administrative practices on or after February 10, 1998, for the
purpose of excluding such persons, except as provided in the ADR Memorandum,
from eligibility to receive consideration under this Plan with respect to
Policies acquired or reinstated by such persons after the later of February 10,
1998 or the date they became an officer, director or designated employee or
related person.

"Prudential Affiliate" means a Person that as of a given date directly, or
indirectly through one or more intermediaries, controls, is controlled by or is
under common control with the Company. Where used herein, the term "control"
(including the terms "controlled by" and "under common control with") means the
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a Person, whether through the ownership of voting
securities, by

ARTICLE I: DEFINITIONS


-11-

contract other than a commercial contract for goods or nonmanagement services,
or otherwise, unless the power is the result of an official position with or
corporate office held by the Person. Control shall be presumed to exist if any
Person, directly or indirectly, owns, controls, holds with the power to vote, or
holds proxies representing, 10% or more of the voting securities of any other
Person.

"Qualified Voter" has the meaning set forth in Chapter 17C.

"Records" means books, files and other written or electronic records of
the Company (including the Company's Canadian branch), a Designated Subsidiary,
London Life, National Life, an Aetna Company or Great-West, as applicable in the
context, including but not limited to the administrative systems of such entity.

"Reorganization" means the conversion of the Company, pursuant to this
Plan, from a mutual life insurance company to a stock life insurance company
that is an indirect wholly owned subsidiary of the Holding Company.

"Resolution Procedures" means the procedures established by the Company
for resolving inquiries and disputes as to (x) the identity of the Owner of a
Policy or the right of a Person to receive consideration under this Plan, (y)
whether a Policy is In Force and (z) the right of a Person to vote on this Plan.
Such procedures shall be included in the publicly available record of the
Reorganization maintained by the Commissioner, shall be available for inspection
by the public at reasonable times at facilities maintained by the Company and
shall be transmitted to any policyholder who requests a copy.

"Rewritten Health Policy" means any policy of health insurance (as defined
in Title 17B of the New Jersey Revised Statutes) originally issued by the
Company included in the business transferred to an Aetna Company pursuant to the
Asset Transfer and Acquisition Agreement dated as of December 9, 1998 by and
among the Company; Pruco Inc., a New Jersey corporation; Aetna, Inc., a
Connecticut corporation; and Aetna Life Insurance Company, a Connecticut
insurance corporation, as amended by Amendment No. 1 dated as of August 6, 1999,
which, following notice by an Aetna Company or the Company of non-renewal or
cancellation by the Company, has been succeeded by a policy of health insurance
(as defined in Title 17B of the New Jersey Revised Statutes) issued by an Aetna
Company.

"Securities Act" means the Securities Act of 1933, as amended.

"Share Election Maximum" shall mean a whole number of shares of Common
Stock, to be determined by the Board at any time prior to the Effective Date,
not less than the number of shares of Common Stock constituting the Basic Fixed
Component of consideration as set forth in Section 7.1(b)(i)(A) and not greater
than 50 except in both cases as adjusted pursuant to Section 14.7.


ARTICLE I: DEFINITIONS


-12-

"Special Meeting" means the special meeting at which all Persons who are
Qualified Voters as of the Adoption Date, as shown on the Records of the
Company, shall be entitled to vote on a proposal to approve this Plan (including
without limitation the transactions described in Section 3.3, Schedule 3.3(a)
and Schedule 3.3(c)(i)).

"State" means the District of Columbia, Puerto Rico and any state,
territory or insular possession of the United States of America.

"Stipulation of Settlement" means the Stipulation of Settlement dated
October 28, 1996 and amended on February 22, 1997 filed in the United States
District Court for the District of New Jersey in settlement of the actions
collectively entitled In re: The Prudential Insurance Company of America Sales
Practice Litigation, MDL Docket No. 1061, Master Docket No. 95-4704 (AMW),
containing the provisions of the remediation plan that contains ADR.

"Stock Option Plan" has the meaning set forth in Section 14.3(a).

"Structured Settlement" means a Policy that is an individual annuity
contract that is intended at the time of issuance to qualify as a qualified
funding asset as defined in Section 130(d) of the Code.

"Supplementary Contract" means any contract to effect a settlement or
payment option under a life insurance policy or annuity contract, including any
retained asset account operated under the name "Alliance Account" established in
connection with benefits paid under an individual or group life insurance policy
and any Living Needs Benefit in which the policyholder, or, in certain cases,
the group certificate holder, has elected to receive periodic payments in full
or partial settlement of its rights under the policy. Supplementary Contract
shall not include (i) any retained asset account operated under the name
"Heritage Account" established in connection with the payment of benefits under
an individual or group life insurance policy; (ii) any Living Needs Benefit to
the extent that the policyholder or the group certificate holder has elected to
receive a lump-sum distribution in full or partial settlement of their rights
under the policy; or (iii) any payment of a matured annuity under an annuity
contract.

"Tax Counsel" means nationally recognized independent tax counsel retained
by the Company.

"TDA" means a Policy that is a tax deferred annuity contract described in
Section 403(b) of the Code, or a Policy that is an individual life insurance
policy issued and held as part of such tax deferred annuity to provide
incidental life insurance protection.


ARTICLE I: DEFINITIONS


-13-

"The Class B Stock/IHC Debt Securities Schedule" means the schedule
attached hereto as Schedule 3.3(c)(i) describing the private offerings of shares
of Class B Stock and IHC Debt Securities.

"The Destacking Schedule" means the schedule attached hereto as Schedule
3.3(a) describing the Destacking.

"Title 17" means Title 17 of the New Jersey Revised Statutes.

"Top-up Period" means the first twenty trading days during which the
Common Stock is traded on the primary exchange where it is listed.

"Total Allocable Shares" means the number of Allocable Shares representing
the total value of the Company allocable among Eligible Policyholders in the
Reorganization. Such number shall consist of the sum of (i) the Initial
Allocable Shares plus (ii) the number of shares allocable in respect of the
aggregate of all Additional Fixed Components and all Additional Variable
Components.

"Transferred Canadian Policy" means an insurance policy or annuity
contract, including without limitation a Supplementary Contract, issued by the
Company's Canadian branch and transferred to London Life by means of the
Transfer and Assumption Agreement, pursuant to the Master Agreement dated May
22, 1996 between the Company and London Life.

"United States" means the United States of America and shall include all
States, including the District of Columbia, Puerto Rico and any state, territory
or insular possession of the United States of America.

"Variable Component" means that component of consideration allocable to
each Eligible Policy as provided in Section 7.1(b)(ii). Such Variable Component
shall be equal to the sum of (i) the Basic Variable Component and (ii) the
Additional Variable Component, if any.

ARTICLE II
PURPOSE OF PLAN

The principal purpose of this Plan is to set forth the terms and
conditions of the conversion of the Company from a mutual life insurance company
into a stock life insurance company that is an indirect wholly owned subsidiary
of the Holding Company (the "Reorganization"). The Reorganization of the Company
pursuant to this Plan will distribute the total value of the Company to all
Eligible Policyholders in the form of shares of Common Stock, cash or Policy
Credits upon the extinguishment of all Membership Interests in existence on the
Effective Date, thereby affording

ARTICLE II: PURPOSE OF PLAN


-14-

Eligible Policyholders the opportunity to realize economic value from their
Membership Interests that is otherwise unavailable to them except in the
unlikely event of a liquidation of the Company. The Reorganization will not
adversely change existing contractual provisions as to premiums, policy
benefits, dividend eligibility, values, guarantees or other current policy
obligations of the Company to its Policyholders. The Reorganization will also
allow the Company to respond to changes in the financial services industry and
to compete more effectively on a global basis, and will offer the Company
greater flexibility for future growth. In addition, the Reorganization will
afford increased financial flexibility to raise and allocate capital among
various Prudential Affiliates and to provide greater access to the equity
capital markets.

ARTICLE III
THE REORGANIZATION

Section 3.1 Membership Interests. Pursuant to and in accordance with this
Plan and Chapter 17C, all Eligible Policyholders have Membership Interests that
entitle such Eligible Policyholders to receive shares of Common Stock, cash or
Policy Credits upon extinguishment of all Membership Interests in existence on
the Effective Date.

Section 3.2 Effect of Reorganization on the Company, the Intermediate
Holding Company and the Holding Company. (a) The Company is currently organized
as a mutual life insurance company. The Holding Company and the Intermediate
Holding Company shall have been formed prior to, or shall be formed on, the
Effective Date. The amended and restated certificate of incorporation of the
Holding Company in effect on the Effective Date shall be substantially in the
form of Exhibit A, except as provided below. The amended and restated by-laws of
the Holding Company in effect on the Effective Date shall be substantially in
the form of Exhibit B. The Holding Company shall have been formed as a wholly
owned subsidiary of the Company through the issuance by the Holding Company of
the Formation Shares to the Company in exchange for a nominal capital
contribution by the Company to the Holding Company. Notwithstanding any number
of authorized shares of Common Stock provided for in Exhibit A, the amended and
restated certificate of incorporation of the Holding Company in effect on the
Effective Date may, without any amendment to this Plan, authorize the issuance
of a greater number of shares of Common Stock than is necessary to meet the
requirements of this Plan and any number of shares of preferred stock. If the
Company determines to effect one or more of the transactions described in
Section 3.3(c), the amended and restated certificate of incorporation and the
amended and restated by-laws of the Holding Company in effect on the Effective
Date may contain such provisions, including without limitation provisions
authorizing the issuance of Class B Stock, as the Board determines to be
desirable to meet the requirements of such transactions.


ARTICLE III: THE REORGANIZATION


-15-

(b) On the Effective Date and after giving effect to the transactions
contemplated hereby, the following shall be deemed to have occurred, and this
Plan shall be deemed to have become effective, as of the Effective Time:

(i) the Company shall become a stock life insurance company by
operation of Chapter 17C;

(ii) the Company and the Holding Company shall effect the Exchange,
and the Company shall surrender to the Holding Company, for no
consideration, and the Holding Company shall cancel, all of
the Formation Shares;

(iii) as a result of the Exchange, the Company shall become a wholly
owned subsidiary of the Holding Company;

(iv) all Membership Interests in existence on the Effective Date
shall be extinguished, and shares of Common Stock, cash or
Policy Credits shall be provided to or for the accounts of all
Eligible Policyholders in accordance with Article VIII upon
extinguishment of such Membership Interests;

(v) the Holding Company shall sell shares of Common Stock in the
IPO for cash; and

(vi) the Holding Company shall contribute all of the issued and
outstanding shares of capital stock of the Company to the
Intermediate Holding Company in exchange for the issuance by
the Intermediate Holding Company of all of its outstanding
equity interests to the Holding Company.

(c) On or prior to the Effective Date, the Company shall file with the
Secretary of State of the State of New Jersey and the New Jersey Department of
Banking and Insurance the Company's amended and restated charter, substantially
in the form of Exhibit C. The Company's amended and restated charter, and its
amended and restated by-laws substantially in the form of Exhibit D, shall take
effect as of the Effective Time.

(d) On the Effective Date, following the consummation of the transactions
contemplated hereby, (i) the issued and outstanding capital stock of the Holding
Company shall consist exclusively of (A) shares of Common Stock distributed to
Eligible Policyholders upon the extinguishment of all Membership Interests in
accordance with this Plan, (B) shares of Common Stock issued and sold in the
IPO, (C) shares of Class B Stock, if any, issued and sold in the private
placement referred to in Section 3.3(c)(i), and (D) shares of capital stock, if
any, issued in private placements or public offerings pursuant to Section
3.3(c)(ii); (ii) the issued and outstanding capital stock of the Company

ARTICLE III: THE REORGANIZATION


-16-

shall consist exclusively of the 100 shares of its common stock issued to the
Holding Company in the Exchange and contributed to the Intermediate Holding
Company; and (iii) the issued and outstanding equity interests of the
Intermediate Holding Company shall consist exclusively of the equity interests
issued to the Holding Company in consideration of the contribution by the
Holding Company to the Intermediate Holding Company of the 100 shares of common
stock of the Company.

(e) The Company shall act in good faith to convey, or cause to be
conveyed, (i) shares of Common Stock to Eligible Policyholders that are to
receive Common Stock pursuant to this Plan, within 45 days after the Effective
Date, and (ii) cash and Policy Credits to Eligible Policyholders that are to
receive cash and Policy Credits pursuant to this Plan, within 45 days after the
expiration of the Top-up Period, in each case in accordance with Section 8.5 and
subject to the ADR Memorandum attached hereto as Exhibit E.

(f) The Company and the Holding Company shall arrange for the registration
and public trading of the Common Stock on a national securities exchange,
facilitate coverage by research analysts, conduct management presentations to
potential investors and analysts and secure the commitment of a specialist firm
to make a market in the Common Stock.

(g) The Company and the Holding Company shall require the managing
underwriters for the IPO to conduct the offering process in a manner that is
consistent with customary practices for similar offerings. On or prior to the
Effective Date, (x) the Company shall have received an opinion from a qualified,
nationally recognized investment banker engaged by the Company that, as of the
date of such opinion, the requirements of the previous sentence have been
complied with in all material respects and (y) the Company shall deliver a copy
of such opinion to the Commissioner. The Commissioner and the Commissioner's
financial advisors shall be given access to the process and information that
leads to the pricing of the Common Stock in the IPO, it being understood that at
the conclusion of the process the Board or a committee thereof shall make the
final pricing determination in executive session. The Commissioner shall find
that the terms of the IPO promote the best interests of Eligible Policyholders.

Section 3.3 Destacking and Other Financial Transactions. In connection
with the Reorganization, the Company may, but shall not be required to, effect
any or all of the Destacking and the other financial transactions described in
this Section 3.3. The completion of any or all of such transactions shall not be
a condition to the effectiveness of this Plan. In addition to the approval by
the Commissioner of this Plan under Chapter 17C and Article X, the Destacking
and other financial transactions described in this Section 3.3 shall be subject
to any separate respective approvals by the Commissioner under all other
applicable requirements of New Jersey insurance law, including without
limitation the New Jersey Holding Company Systems Act.


ARTICLE III: THE REORGANIZATION


-17-

(a) The Destacking. As part of the Reorganization, the ownership of
certain subsidiaries, assets and non-insurance liabilities of the Company will
be realigned pursuant to the Destacking on or within 30 days after the Effective
Date, as described more fully in Schedule 3.3(a), and such subsidiaries, assets
and non-insurance liabilities will no longer be owned by the Company; provided,
however, that if regulatory approvals are not obtained for all actions set forth
in said Schedule 3.3(a) or if the Board otherwise determines that it would be in
the best interest of the Company and no less favorable to the policyholders of
the Company not to pursue all of such actions on or within 30 days following the
Effective Date, the Company may take any one or more of such actions as would
result in a partial realignment of the subsidiaries, assets and non-insurance
liabilities of the Company as determined by the Board to be permitted under
applicable law, or no such actions. The Destacking shall be effected by means of
the Destacking Extraordinary Dividend by the Company to the Holding Company or
to the Intermediate Holding Company and thereafter to the Holding Company, such
Destacking Extraordinary Dividend to consist of (i) shares of capital stock or
other equity interests of certain of the subsidiaries of the Company, and (ii)
other assets and non-insurance liabilities of the Company as specified in
Schedule 3.3(a). The limitation on the size of the Additional Extraordinary
Dividend provided for in the definition of such term in Article I shall not
apply to the size of the Destacking Extraordinary Dividend. The Destacking,
including without limitation the Destacking Extraordinary Dividend, shall be
considered at the Hearing provided for in Article X and shall be subject to the
prior written approval of the Commissioner. If the Company determines to proceed
with the Destacking or a partial Destacking in accordance with this Section
3.3(a), the Destacking or such partial Destacking shall be subject to all
applicable requirements under the New Jersey Insurance Holding Company Systems
Act, including any requirement that the Destacking Extraordinary Dividend
included in the Destacking or such a partial Destacking shall be subject to the
Commissioner's prior written approval.

(b) Additional Extraordinary Dividend. The Company may, but shall not be
required to, on or within 30 days after the Effective Date, effect an Additional
Extraordinary Dividend, subject to the requirements of the New Jersey Insurance
Holding Company Systems Act, including without limitation any requirement that
such Additional Extraordinary Dividend shall be subject to the Commissioner's
prior written approval. Any such Additional Extraordinary Dividend shall be
considered at the Hearing provided for in Article X.

(c) Other Financial and Reinsurance Transactions. The Holding Company, the
Intermediate Holding Company and the Company may, but shall not be required to,
effect the following other transactions pursuant to this Plan:

(i) Prior to, on or within 30 days after the Effective Date, the Holding
Company and the Intermediate Holding Company, as applicable, may sell, in one or
more private offerings: (A) shares of Class B Stock in accordance with The Class
B Stock/IHC Debt Securities Schedule attached hereto as Schedule 3.3(c)(i)
and/or (B) debt securities issued by the Intermediate Holding Company

ARTICLE III: THE REORGANIZATION


-18-

("IHC Debt Securities") in accordance with The Class B Stock/IHC Debt Securities
Schedule attached hereto as Schedule 3.3(c)(i). Such IHC Debt Securities may be
secured by a pledge of shares of common stock of the Company held by the
Intermediate Holding Company, and the maximum aggregate principal amount of any
such offering of IHC Debt Securities shall not exceed such amount as would
result in the shares of common stock of the Company pledged to secure such IHC
Debt Securities exceeding 49% of the number of issued and outstanding shares of
common stock of the Company. Any foreclosure on shares of common stock of the
Company upon a default on IHC Debt Securities that would constitute an
acquisition within the meaning of Section 17:27A-1(j) of the New Jersey Revised
Statutes shall be subject to the prior written approval of the Commissioner
under the New Jersey Holding Company Systems Act.

(ii) In addition to the IPO and, if any, the private offerings of Class B
Stock and IHC Debt Securities described in Section 3.3(c)(i), the Holding
Company and the Intermediate Holding Company may also raise funds for use in
connection with the Plan prior to, on or within 30 days after the Effective Date
through one or more of the following: (A) a private or public offering of debt,
additional Common Stock, preferred stock or other equity securities of the
Holding Company or the Intermediate Holding Company; options, warrants, purchase
rights, subscription rights or other securities exchangeable for or convertible
or exercisable into any of the foregoing; or any combination of any of the
foregoing; or (B) bank borrowings. Funds raised pursuant to this Section
3.3(c)(ii) shall be in such amount or amounts as the Board or the board of
directors of the Holding Company or duly authorized committee thereof shall
determine. If the Company determines to effect any offering or borrowing
pursuant to this Section 3.3(c)(ii), the Company shall give prior notice of such
transaction to the Commissioner, and any sale of preferred stock or other equity
securities, or securities exchangeable for or convertible or exercisable into
Common Stock, by the Holding Company or the Intermediate Holding Company
pursuant to this Section 3.3(c)(ii), shall be subject to the specific approval
of the Commissioner under Section 3.c.(1) or Section 6 of Chapter 17C, or both,
as applicable.

(iii) On or after the Effective Date, subject to the receipt of the
required approvals, the Company may enter into one or more agreements to
reinsure or otherwise transfer all or part of its risks under the Closed Block
Policies, pursuant to and subject to the provisions of Section 9.2(h).

Section 3.4 Exemption from Registration. In issuing Common Stock for
distribution to Eligible Policyholders, the Company and the Holding Company will
rely on the exemption from registration under the Securities Act provided by
Section 3(a)(10) of the Securities Act based on the Commissioner's determination
in accordance with Chapter 17C following the Hearing contemplated by Article X.



ARTICLE III: THE REORGANIZATION


-19-

ARTICLE IV
POLICIES

Section 4.1 Policies. For purposes of this Plan, the following shall be
policies issued, or deemed for purposes of this Plan to be issued, by the
Company (each, a "Policy"):

(a) each of the following that has been issued by the Company,
issued in the United States by a Designated Subsidiary or
assumed by the Company through an assumption reinsurance
agreement: (i) an individual or group life insurance policy
(including, without limitation, a pure endowment contract),
annuity contract or health insurance policy as defined in
Title 17B of the New Jersey Revised Statutes, including
without limitation a Transferred Canadian Policy and a
Rewritten Health Policy; (ii) a Funding Agreement; (iii) a
Guaranteed Investment Contract; and (iv) a Supplementary
Contract, provided, however, that any Supplementary Contract
issued to effect the annuitization of an individual deferred
annuity shall be treated with such deferred annuity as one
Policy;

(b) a certificate or other evidence of an interest in a group
insurance policy or annuity contract issued by the Company,
issued in the United States by a Designated Subsidiary or
assumed by the Company through an assumption reinsurance
agreement, the holder of which certificate or other evidence
is a Person deemed for purposes of this Plan to be an Owner of
a separate Policy under Section 5.4; and

(c) each life insurance policy jointly issued by the Company and
National Life pursuant to a reinsurance agreement,

in any case regardless of whether it has been ceded by the Company
or the Designated Subsidiary in an indemnity reinsurance
transaction.

Section 4.2 Duration of Membership Interests. The Membership Interest of a
Policyholder, including without limitation an Eligible Policyholder, with
respect to a Policy shall be considered for purposes of this Plan to have
existed from the time that the Policy to which it relates first became In Force
as determined in accordance with Article VI.

Section 4.3 Exclusions. The following policies, contracts and other
instruments shall not be Policies for purposes of this Plan:


ARTICLE IV: POLICIES


-20-

(a) any policy, contract or other instrument issued outside the
United States by a Designated Subsidiary;

(b) any policy or contract ceded to the Company or a Designated
Subsidiary on an indemnity reinsurance basis, except a policy
or contract that would otherwise be a Policy under Section
4.1;

(c) any policy or contract issued by the Company or a Designated
Subsidiary that was ceded to another insurer in an assumption
reinsurance transaction, other than a Transferred Canadian
Policy;

(d) any certificate of insurance or other evidence of interest in
a group insurance policy or annuity contract, except as
provided under Section 4.1(b) above;

(e) a limited insurance agreement; and

(f) an "administrative services only" contract.

ARTICLE V
DETERMINATION OF OWNERSHIP

Unless otherwise provided in this Article V and subject to the ADR
Memorandum, the owner or deemed owner for purposes of this Plan of any Policy as
of any date (each, an "Owner") shall be determined on the basis of the
applicable Records as of such date in accordance with the following provisions.
Multiple Persons determined pursuant to this Article V to be collectively the
owner of a single Policy shall be treated as a single Owner.

Section 5.1 Individual Policies. Except as specified in Section 5.2, the
Owner of a Policy shall be the insured under a Policy that is an individual
insurance policy or the Person to whom a Policy is payable by its terms in the
case of a Policy that is an individual annuity contract unless, in either case,
a different Person is designated as the owner in the applicable Records, in
which case such different Person shall be the Owner.

Section 5.2 Structured Settlements. With respect to a Structured
Settlement, the Owner shall be the entity named as the owner in such Policy, as
modified by any subsequent document that may be reflected in the applicable
Records.

Section 5.3 Group Policies. Except as otherwise specified in Section 5.4
with respect to certain group policies and contracts issued to groups and trusts
established by the Company, the Owner of a Policy that is a group insurance
policy, a group annuity contract, a Guaranteed


ARTICLE V: DETERMINATION OF OWNERSHIP


-21-

Investment Contract or a Funding Agreement shall be the Person or Persons
specified as the policyholder or contract holder in the master policy or
contract, as reflected in the applicable Records.

Section 5.4 Certain Group Policies and Contracts Issued to Groups and
Trusts Established by the Company. (a) In the case of a Policy issued to a trust
established by the Company, as described in Section 5.4(b) (other than a trust
established pursuant to any employee benefit plan (as such term is defined under
ERISA) sponsored by the Company or a Prudential Affiliate), the trustee of such
trust shall not be the Owner with respect to such Policy, but rather each
participating employer under such trust as specified in Section 5.4(c)(i) and
each certificate holder or holder of a confirmation of enrollment or other
evidence of interest as specified in Section 5.4(c)(ii) (in all cases as shown
in the applicable Records) shall be deemed for purposes of this Plan to be the
Owner of a separate Policy, as permitted by the definition of "policy" set forth
in Chapter 17C. Each such separate Policy shall be deemed for purposes of this
Plan to be In Force as of any given date if (as shown in the applicable Records)
the participation agreement, certificate, confirmation of enrollment or other
evidence of interest held by such Person, as specified in Sections 5.4(c)(i) and
(ii), is in effect as of such date; provided, however, that nothing herein shall
preclude the trustee of such trust from being a Qualified Voter under this Plan
if the trustee of such trust satisfies the definition of Qualified Voter set
forth in this Plan.

(b) A trust shall be considered for purposes of this Section 5.4 to
have been established by the Company if the settlor of such trust is the
Company.

(c) For purposes of this Section 5.4, the Person or Persons that
shall be deemed to be the Owners of separate Policies with respect to a Policy
issued to a trust established by the Company to which this Section 5.4 applies
shall be the Person or Persons with which the Company has the economic
relationship with respect to the Policy. Such economic relationship shall be
presumed to exist:

(i) in the case of a Policy issued to a multiple employer trust or
other trust established by the Company for the benefit of one
or more employers (other than Policies held by or on behalf of
employee benefit plans sponsored by the Company or a
Prudential Affiliate), with each participating employer in the
trust (but not with the certificate holders who are employees
of a participating employer); and

(ii) in the case of a Policy issued to a trust established by the
Company other than as described in Section 5.4(c)(i) (and
other than Policies held by or on behalf of employee benefit
plans sponsored by the Company or a Prudential



ARTICLE V: DETERMINATION OF OWNERSHIP


-22-

Affiliate), with each certificate holder or holder of a
confirmation of enrollment or other evidence of an interest in
the Policy.

Because groups established by the Company are organized as trusts, the only
groups established by the Company are the trust arrangements described in
Section 5.4(c).

Section 5.5 Assignment. Notwithstanding Sections 5.1, 5.2, 5.3 and 5.4,
the Person to whom a Policy has been assigned by an assignment of ownership
thereof absolute on its face and filed in accordance with the provisions of such
Policy and the rules with respect to the assignment of such Policy in effect at
the time of such assignment, in each case as shown in the applicable Records,
shall be the Owner of such Policy; provided, however, that if the holder of a
Policy absolutely assigns the Policy to an insurer other than the Company or a
Prudential Affiliate pursuant to an exchange qualifying as a non-taxable
transaction pursuant to Section 1035 of the Code or otherwise, ownership shall
not be deemed to have been transferred as of any date until the Company has paid
the surrender value of the Policy to such new insurer. Unless an assignment
satisfies the requirements specified for such an assignment in this Section 5.5,
the determination of the Owner of a Policy shall be made without giving effect
to such assignment. In the case of an assignment of a security interest in a
Policy in which the assignor retains ownership of the Policy, the Owner of the
Policy shall be such assignor.

Section 5.6 No Other Interest Considered. Except as otherwise set forth in
this Article V, the identity of the Owner of a Policy shall be determined
without giving effect to any interest of any other Person in such Policy.

Section 5.7 Determination by the Company. In any situation not covered
expressly by the foregoing provisions of this Article V, the owner as reflected
in the applicable Records and as determined in good faith by the Company,
including as determined pursuant to Section 5.9, shall be presumed to be the
Owner of such Policy for purposes of this Article V.

Section 5.8 Mailing Address. The mailing address of an Owner as of any
date for purposes of this Plan shall be presumed to be the Owner's last known
address as shown in the applicable Records as of such date or such other address
as is determined in good faith by the Company to be appropriate.

Section 5.9 Inquiries and Disputes. Any inquiry or dispute as to the
identity of the Owner of a Policy or the right of a Person to receive
consideration shall be determined by the Company in good faith in accordance
with the Resolution Procedures. The outcome of any such inquiry of or dispute
with the Company shall be reflected in the Records of the Company for the
purpose of determining the Owner of the Policy in accordance with this Article
V.


ARTICLE V: DETERMINATION OF OWNERSHIP


-23-

ARTICLE VI
IN FORCE

Section 6.1 In Force Rules.

(a) General Rule. For purposes of this Plan, and except as provided in
Section 5.4(a) and the specific rules set forth in Section 6.1(b) and 6.1(c), a
Policy shall be In Force as of any given date if the Policy has become, or is
deemed for purposes of this Plan to have become, In Force and has not ceased to
be In Force, in each case as determined on the basis of the applicable Records
as of such date and in accordance with the provisions of this Article VI.

(b) In Force; Ceasing to be In Force; Reinstatement. Based upon the
applicable Records, and except as otherwise set forth in Section 6.1(c),

(i) a Policy shall be deemed for purposes of this Plan to have
become In Force as of any given date if, as of such date, all
requirements and payment obligations, if any, necessary to
issue the Policy have been received; provided, however, that a
Policy not otherwise In Force pursuant to this Article shall
not be deemed for purposes of this Plan to have become In
Force solely because insurance coverage is or has been
provided by means of a limited insurance agreement prior to
the date the Policy was issued;

(ii) a Policy shall be considered to have ceased to be In Force (x)
upon the expiration of any applicable grace period when it has
lapsed for non- payment of premium and has not been continued
as reduced paid-up insurance or extended term insurance, (y)
when it has been surrendered or terminated, or (z) when it has
matured by death.

(A) a Policy shall be considered for purposes of this Plan
to have lapsed for non-payment of premiums or to have
been surrendered or terminated as of any given date only
if so reflected in the applicable Records as of such
date.

(B) a Policy shall be considered for purposes of this Plan
to be matured by death once notice of death is reflected
in the applicable Records as having been received; and

(iii) a Policy that has lapsed for non-payment of premiums shall be
considered for purposes of this Plan to be reinstated and In
Force as of any given date

ARTICLE VI: IN FORCE


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if, as of such date, (x) all other requirements of
reinstatement have been met, and (y) the reinstatement has
been reflected in the applicable Records.

(c) Rules for Specific Types of Policies. Based upon the applicable
Records:

(i) Individual Life Insurance Policies. In the case of a Policy
that is an individual life insurance policy or pure endowment
contract, such a Policy shall be deemed to have become In
Force for purposes of this Plan as of any given date if, as of
such date, all the following conditions have been met:

(A) all underwriting requirements have been met, and the
Company or Designated Subsidiary has completed all
underwriting,

(B) the contract has been issued and all other required
forms, including the application, have been prepared,
and any such forms requiring signature have been signed
and received by the Company or Designated Subsidiary,
and

(C) the full initial premium for the Policy has been
received by the Company or Designated Subsidiary.

Such Policy shall be considered for purposes of this Plan to
have ceased to be In Force as determined in accordance with
Section 6.1(b).

(ii) Structured Settlements. A Policy that is a Structured
Settlement shall be deemed for purposes of this Plan to have
become In Force as of any given date if, as of such date, the
Company has determined that underwriting requirements have
been sufficiently satisfied to accept payment of the premium,
the premium for such Structured Settlement has been received,
and the Company has determined that it has become obligated to
commence payments under the Policy, and it shall be considered
for purposes of this Plan to have ceased to be In Force as
determined in accordance with Section 6.1(b).

(iii) Transferred Canadian Policies. A Policy that is a Transferred
Canadian Policy shall be deemed for purposes of this Plan to
be In Force with the Company as of any given date if (A) such
Policy is in force with London Life as of such date as
reflected in the applicable Records of London Life, (B) a
policy issued by London Life, other than a Supplementary
Contract issued by London Life, in satisfaction of a
contractual provision of such


ARTICLE VI: IN FORCE


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Policy is in force with London Life as of such date as
reflected in the applicable Records of London Life or (C) a
group life and health insurance policy issued by Great-West is
in force with Great-West as of such date as reflected in the
applicable Records of Great-West, following notification to
the Owner of such Transferred Canadian Policy that any future
coverage associated with such Transferred Canadian Policy
would be provided by means of a policy issued by Great-West.
This Section 6.1(c)(iii) alone shall determine whether a
Policy that is a Transferred Canadian Policy is In Force with
the Company, notwithstanding any other provision of this
Section 6.1.

(iv) Certain Policies Issued to ADR Claimants. Each Policy issued
to or reinstated or repurchased by an ADR Claimant after the
Adoption Date in accordance with the ADR Memorandum shall be
deemed for purposes of this Plan to be In Force as of the
Adoption Date; provided, however, that such a Policy issued to
or reinstated or repurchased by an ADR Claimant after the
Adoption Date shall not be deemed to be In Force for the
purpose of determining whether such ADR Claimant is a
Qualified Voter as of the Adoption Date.

(v) Rewritten Health Policies. A Policy that is a Rewritten Health
Policy shall be deemed for purposes of this Plan to be In
Force with the Company as of any given date if the policy of
health insurance issued by an Aetna Company which succeeded
such Rewritten Health Policy is in force with an Aetna Company
as of such date as reflected in the applicable Records of an
Aetna Company. This Section 6.1(c)(v) shall determine whether
a Policy that is a Rewritten Health Policy is In Force with
the Company, notwithstanding any other provision of this
Section 6.1.

(vi) Group Annuity Contracts, Guaranteed Investment Contracts and
Funding Agreements.

(A) Except as set forth in Section 6.1(c)(vi)(B) below, a
Policy that is a group annuity contract, Guaranteed
Investment Contract or Funding Agreement shall be deemed
for purposes of this Plan to be or to have become In
Force as of the effective date of the contract, as
reflected in the applicable Records.

(B) In the case of a separate group annuity contract issued
upon exercise of a contractual right in the event of a
contract holder's spin-off or

ARTICLE VI: IN FORCE


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divestiture of a company or division, such contract
shall not be deemed for purposes of this Plan to be or
to have become In Force as of any given date if the
request for issuance of such contract is received by the
Company or the Designated Subsidiary after such date
notwithstanding that the contract has a retroactive
effective date that is on or prior to such date.

(C) A Policy that is a group annuity contract, Guaranteed
Investment Contract or Funding Agreement shall be deemed
for purposes of this Plan to have ceased to be In Force
when all of the following apply: (A) no further payments
are due and payable by the Company or the Designated
Subsidiary thereunder, (B) no further contributions are
due and payable thereunder or are permitted without the
Company's or the Designated Subsidiary's consent, and
(C) no amount remains in any account thereunder, in each
case as reflected in the applicable Records.

(vii) Group Life and Health Policies. A Policy that is a group life
or health policy shall be deemed for purposes of this Plan to
be or to have become In Force as of any given date if, as
reflected in the applicable Records, all of the following
requirements have been satisfied: (A) the Company or the
Designated Subsidiary has assumed the underwriting risk on or
before such date, (B) the Policy is in premium paying status
on such date, and (C) the Policy effective date is on or
before such date. Such a Policy shall be considered for
purposes of this Plan to have ceased to be In Force if it is
terminated, in each case as reflected in the applicable
Records.

(viii) Group Credit Insurance Policies. A Policy that is a group
credit insurance policy shall be deemed for purposes of this
Plan to be or to have become In Force when such Policy has
been issued by the Company and delivered to the Person that
signed the application for insurance, and the first
certificate is issued under the Policy. Such a Policy shall
be considered for purposes of this Plan to have ceased to be
In Force as of any given date as determined on the basis of
the applicable Records.

Section 6.2 Inquiries and Disputes. Any inquiry or dispute as to whether a
Policy is In Force shall be determined by the Company in good faith in
accordance with the Resolution Procedures. The outcome of any such inquiry of or
dispute with the Company shall be reflected in the Records of the Company for
the purpose of determining whether the Policy is or was In Force as of any given
date in accordance with this Article VI.

ARTICLE VI: IN FORCE


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ARTICLE VII
ALLOCATION OF POLICYHOLDER CONSIDERATION

Section 7.1 Allocation of Total Allocable Shares. (a) The allocation of
consideration among Eligible Policyholders pursuant to Chapter 17C and this Plan
shall be determined in accordance with this Article VII and the Allocation
Principles and Methodology attached hereto as Exhibit F. Solely for purposes of
calculating the amount of such consideration, each Eligible Policyholder shall
be allocated notional Allocable Shares from the Total Allocable Shares in
accordance with this Section 7.1 and Section 7.2. The actual form of the
consideration to be received by Eligible Policyholders shall be determined in
accordance with Article VIII.

(b) Each Eligible Policyholder shall be allocated consideration based on a
number of Allocable Shares equal to the sum of the Fixed Component and the
Variable Component of consideration, in each case to the extent specified below:

(i) The Fixed Component. The Fixed Component of consideration
shall consist of a Basic Fixed Component and, if applicable,
an Additional Fixed Component.

(A) Each Eligible Policyholder shall be allocated a single
Basic Fixed Component of consideration (regardless of
the number of Eligible Policies owned by such Eligible
Policyholder as of the Adoption Date, including any
Policies issued, reinstated or repurchased pursuant to
the ADR Memorandum).

(B) Each Eligible Policyholder that will receive no
consideration in the form of shares of Common Stock
pursuant to this Plan but that will receive
consideration consisting (1) entirely of cash in respect
of one or more Eligible Policies under Section 8.1(d),
(e), (f), (g) or (h), (2) entirely of Policy Credits in
respect of one or more Eligible Policies under Section
8.1(a), (b) or (c), or (3) both cash and Policy Credits,
shall receive an Additional Fixed Component equal to two
Allocable Shares.

(ii) The Variable Component. The Variable Component of
consideration shall consist of a Basic Variable Component and,
if applicable, an Additional Variable Component.


ARTICLE VII: ALLOCATION OF
POLICYHOLDER CONSIDERATION


(A) The Basic Variable Component of consideration shall be
equal to the portion, if any, of the Aggregate Basic
Variable Component allocated in respect of all Eligible
Policies of an Eligible Policyholder.

(B) Each Eligible Policyholder that will receive no
consideration in the form of shares of Common Stock
pursuant to this Plan but that will receive
consideration consisting (1) entirely of cash in respect
of one or more Eligible Policies under Section 8.1(d),
(e), (f), (g) or (h), (2) entirely of Policy Credits in
respect of one or more Eligible Policies under Section
8.1(a), (b) or (c), or (3) both cash and Policy Credits,
shall receive a single Additional Variable Component
equal to the amount set forth opposite the applicable
sum of the Basic Fixed Component and Basic Variable
Component specified in the following table, which also
illustrates the allocation of the Additional Fixed
Component to each such Eligible Policyholder:


ARTICLE VII: ALLOCATION OF
POLICYHOLDER CONSIDERATION

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