COMMITMENT LETTER

EXHIBIT 4.5

[LOGO] FSA
Financial Security Assurance Inc.




July 31, 2001
C. Edward Chaplin
The Prudential Insurance Company of America
751 Broad Street, 6th Fl.
Newark, NJ 07102

Re: Up to $1.75 Billion of IHC Debt to be issued by Prudential Holdings, LLC
------------------------------------------------------------------------

Dear Mr. Chaplin:

This letter, upon acceptance by you in the manner indicated herein,
constitutes the commitment (the "Commitment") of Financial Security Assurance
Inc. ("FSA") to issue a financial guaranty insurance policy (the "Policy", for
the avoidance of doubt, the term "Policy" shall include any endorsement thereto)
insuring scheduled payments on the above-referenced securities (the
"Securities") evidencing debt (the "IHC Debt") to be issued by Prudential
Holdings, LLC (the "Issuer") as described in greater detail in the Term Sheet
attached hereto as Annex A (the "Term Sheet"). FSA will also guarantee the
Issuer's net scheduled payments on one or more swaps to be entered into by the
Issuer with Prudential Global Funding, Inc. ("Global Funding"), as described in
greater detail in the Term Sheet. With respect to the swaps Global Funding will
have or will put in place support or guarantee arrangements with Prudential
Funding LLC ("Prudential Funding") or with The Prudential Insurance Company of
America ("Prudential Insurance"), reasonably likely to provide the ratings
levels to the swap that Prudential Funding currently enjoys on its senior debt,
and Global Funding will be required both (1)(i) to post collateral if the
financial strength rating of Prudential Insurance falls below A- by Standard &
Poor's Ratings Services, a division of the McGraw-Hill Companies ("S&P") or A3
by Moody's Investors Service, Inc. ("Moody's"), and (ii) to assign the swap if
the financial strength rating of Prudential Insurance falls below BBB by S&P or
Baa2 by Moody's and (2)(i) to post collateral if the senior debt rating of
Prudential Funding falls below A- by S&P or A3 by Moody's and (ii) to assign the
swap if the senior debt rating of Prudential Funding falls below BBB by S&P or
Baa2 by Moody's. Payments on the Securities will be supported by the collateral
identified in the Term Sheet (the "Collateral") and the Securities will be
structured substantially as described in the Term Sheet. Unless the context
otherwise requires, capitalized terms used herein and not otherwise defined
herein have the meanings provided in the Term Sheet.

Commitment Amount
- -----------------

The Commitment to issue the Policy is subject to the issuance of Securities
in an aggregate principal amount not exceeding $1.75 billion (the "Commitment
Amount") and not less than #1.2 billion by May 31, 2002. It is understood that
Securities may be issued in an amount greater than the amount covered by the
Policy, subject to the limitations provided in the

[LOGO] FSA
Financial Security Assurance Inc.

preceding sentence, but that the Securities covered by the Policy shall be at
least $1.2 billion. The Policy shall be substantially in the form attached
hereto as Annex B (including the Endorsement No. 1 contained therein).

Conditions to Closing
- ---------------------

The issuance of the Policy is subject to the satisfaction of each of the
following conditions:

1. The IHC Debt, the Policy and the Insurance and Indemnity Agreement are
structured substantially in accordance with the terms and conditions
set forth in the Term Sheet (except for such changes as are not
materially adverse to FSA's interests or risk), final Credit Documents
(as defined below) and opinions of counsel in form and substance
reasonably satisfactory to FSA are executed and delivered and the
conditions to closing set forth in the Term Sheet and the Credit
Documents are satisfied and any required regulatory approvals are
obtained without substantial modification to the transaction (except
for such changes as are not materially adverse to FSA's interests or
risk). It is understood that the conditions to closing set forth in
the Credit Documents shall be substantially as set forth in the Term
Sheet and herein, provided, however, that the Credit Documents may
include other conditions to closing reasonably requested by FSA and
not otherwise addressed by or inconsistent with the conditions to
closing set forth in the Term Sheet and herein. We've reviewed the
Term Sheet and based on our due diligence (including, but not limited
to the Policyholder Information Booklet (Parts 1 and 2), and all other
materials furnished to us by you or on your behalf) the terms
reflected therein are satisfactory to FSA, and FSA further agrees that
it will work with you and any reinsurers to the Policy in good faith
to resolve any issues not contemplated by or discussed in the Term
Sheet in a manner satisfactory to all relevant parties. Among the
opinions which will be required at closing is a reasoned opinion from
your counsel reasonably acceptable to FSA to the effect that a
bankruptcy court would not order the substantive consolidation of
Prudential Financial and the IHC, and such opinion will be no less
strong than similar opinions given in a triple-A rated structured
transaction. FSA acknowledges that its commitment is based solely on
the information provided by you or on your behalf, and that in making
its decision to commit FSA did not rely upon any information or
representation made to it by your advisor Goldman Sachs & Co.

2. Payment to FSA is made by or on behalf of the Issuer of: (i) the
Premium then due and (ii) the other reimbursable expenses to the
extent demanded.

3. The representations of Prudential Holdings, LLC ("Holdings") set forth
in the transaction documents will have been true and correct as of the
closing date as if made at and as of such date (except to the extent
not materially adversely affecting the interests and risks of FSA).
Holdings will furnish or cause to be furnished to

[LOGO] FSA
Financial Security Assurance Inc.

FSA at the closing certificates of officers of Holdings as to the accuracy
of such representations of Holdings and as to the performance by Holdings
of all of its respective obligations hereunder, under the Insurance and
Indemnity Agreement, the Indenture, the collateral trustee agreement and
any other transaction documents material to FSA's interests and risks (the
"Credit Documents"), in each case to the extent such obligations are to be
performed on or prior to closing and as to the absence of any default. It
is understood that any representations of Holdings set forth in the
transaction documents addressing the issues addressed in the
representations set forth in Annex F attached hereto or in the preliminary
draft of the Insurance and Indemnity Agreement provided to you prior to
the execution of this Commitment Letter (the "Representations") shall be
substantially in the form set forth therein, and it is further understood
that the transaction documents may include other representations of
Holdings reasonably requested by FSA and not otherwise already addressed
by or inconsistent with the Representations.

4. The financial strength of Prudential Insurance shall not be rated below
"A" by S&P, or "A3" by Moody's, and the senior debt of Prudential
Financial, Inc. shall not be rated below "BBB+" by S&P or "Baal" by
Moody's.

5. Each of S&P and Moody's rates the IHC Debt as at least A-/A3 (without
reference to the benefit to be afforded by the Policy or by coverage of
any reinsurers).

6. A list of each of the assets included in the Surplus and Related Assets
shall have been provided to FSA immediately prior to the issuance of the
Policy and such list shall be substantially as described in the Term
Sheet.

7. Other than as disclosed to FSA in the disclosure letter attached hereto as
Annex C, there shall have been no change to the business, assets or
financial condition of the Closed Block as defined in the Term Sheet from
the descriptions thereof (including pro forma financial information)
contained in Prudential Financial, Inc.'s S-1 registration statement filed
with the SEC on April 25, 2001 (as filed on such date, the "S-1
Registration Statement") which materially adversely affects the FSA's
interests or risk.

8. Reinsurance from reinsurers acceptable to FSA, and in single risk amounts
and under reinsurance agreements acceptable to FSA from each such
reinsurer, is in place with respect to 100% of FSA's exposure under the
Policy other than a $75,000,000 portion of the Securities covered by the
Policy which will not be reinsured. FSA confirms that the reinsurers
listed on Annex D attached hereto are acceptable at the levels and ratings
specified therein, subject to acceptable reinsurance agreements and
guarantees from the relevant companies in the group specified on Annex D,
and subject to the additional conditions, if any, specified in Annex D.

[LOGO] FSA
Financial Security Assurance Inc.

9. Destacking occurs as contemplated in the Term Sheet with respect to at
least the entities specified on Annex E attached hereto.

Fees and Expenses
- -----------------

Commitment Fee. FSA shall be paid by you an aggregate commitment fee (the
--------------
"Commitment Fee") of $1,500,000, $750,000 of which shall be paid in immediately
available funds upon the execution by you of this Commitment, and $750,000 of
which (the "Contingent Commitment Amount") shall be paid upon conformation that
reinsurance commitments have been obtained covering Securities in an amount
equal to 1,125,000,000. The Commitment Fee will not be refundable under any
circumstance, except that (a) if the transaction fails to close with the benefit
of the Policy as a result of a breach by FSA of its obligations under this
Commitment, then the Commitment Fee will be refundable to you, without interest,
and (b) the Commitment Fee will be applied against the premium due at and after
Closing, if the transaction contemplated by the Term Sheet closes with the
benefit of the Policy. In the case of (a) above, it is understood that the
refund of any portion of the Commitment Fee shall not affect your right to
pursue any other remedies against FSA available to you under applicable law. It
is further understood that the Issuer has no obligation to issue the Securities
or to purchase the Policy and may, at any time prior to the issuance of the
policy and upon written notice to FSA, revoke and cancel this Commitment (it is
understood that any such revocation will not discharge your obligation to
reimburse FSA's expenses as provided below or to pay the Contingent Commitment
Amount upon the satisfaction of the contingency prior to FSA's receipt of such
notice of revocation). FSA will use its best efforts to agree upon the form of
reinsurance agreement with the Prudential Reinsurers (as defined below) as soon
as practicable, it being understood that provisions relating to control rights
will depend on the precise mix of reinsurers and their commitment levels.

Premium. FSA will charge a gross premium for insuring the Securities. FSA
-------
will be responsible for remitting the reinsurers their share of the gross
premium. The gross premium will be determined as follows:

(a) with respect to that portion of the transaction reinsured by
reinsurance provided by the reinsurers listed in Annex D attached hereto
(the "Prudential Reinsurers"), the gross premium will be 20 basis points per
annum plus the reinsurance premium you have negotiated with the Prudential
Reinsurers (not to be less than 70 basis points), all expressed in terms of
basis points per annum applied to the outstanding principal amount of the
Securities.

(b) with respect to that portion of the transaction not reinsured by the
Prudential Reinsurers, the gross premium will be 25 basis points per annum
plus the weighted average reinsurance premium you have negotiated with
Prudential Reinsurers (but in no event less than 95 basis points per annum),
all expressed in terms of basis points per annum applied to the outstanding
principal amount of the Securities.

FSA's ceding commission on all reinsurance will be determined as follows:

[LOGO] FSA
Financial Security Assurance Inc.

(a) with respect to that portion of the transaction reinsured by Prudential
Reinsurers (such portion, the "Prudential Reinsurance Portion"), FSA's
ceding commission will be 20 basis points per annum.

(b) with respect to that portion of the transaction reinsured by reinsurers
other than the Prudential Reinsurers (such portion, the "FSA Reinsurance
Portion"), FSA's ceding commission will be FSA's customary ceding commission
(generally 30 - 35% of the gross premium) or a ceding commission otherwise
negotiated with the relevant reinsurer. It is understood that no variations
in the ceding commissions on the FSA Reinsurance Portion will affect the
gross premium payable by you, which shall be calculated as provided above.

For example, if the net premium due to Prudential Reinsurers is priced at 70
basis points per annum, then (a) in the case of the Prudential Reinsurance
Portion, the gross premium would be 90 basis points per annum and the ceding
commission to FSA would be 20 basis points per annum and (b) in the case of FSA
Reinsurance Portion, the gross premium would be 95 basis points per annum and
the ceding commission to FSA would be FSA's customary ceding commission
(generally 30 - 35% of the gross premium).

The gross premium will be due annually and will be calculated in advance
based upon the outstanding principal balance of the Securities at the beginning
of such year, with the applicable principal amount being multiplied by the gross
premium rate. The payment of the annual gross premium will be payable
simultaneously and ratably with the scheduled interest payments on the
Securities. It is understood, however, that the full annual gross premium will
be due in full in the event the Securities are called for whatever reason in the
course of the relevant year. In the event the Securities are called prior to
their final stated maturity other than in the event the call is made pursuant to
clauses (i), (ii), or (iii) under "Issuer Redemption" set forth in the Term
Sheet, you will owe FSA the full call premium payable to FSA and you will also
owe a proportionate amount to the FSA Reinsurers, all as set out in the Term
Sheet.

All premiums will be paid in immediately available funds.

The transaction documents will also provide for a Premium Supplement, which
will become payable in the event of the downgrade of the financial strength
rating of Prudential Insurance below "A-" by S&P or "Baa1" by Moody's or the
occurence of an Event of Default. The Premium Supplement will be five basis
points per annum and will be chargeable only so long as the financial strength
rating of Prudential Insurance continues to be below "A-" or "Baa1" or the Event
of Default continues and is not waived or cured.

Expenses. In addition to all other amounts payable by you to FSA in
---------
accordance with the terms of this Commitment, you will also pay or reimburse FSA
on demand for (a) the reasonable fees and expenses of its counsel, (b) the fees
of the rating agencies with respect to evaluating the transaction and rating the
securities, (c) the fees and expenses of its accountants in connection with any
review of offering documents for the Securities, up to a maximum of $8,000, and
(d) other reasonable out of pocket expenses incurred in connection with
evaluating and executing the

[LOGO] FSA
Financial Security Assurance Inc.

transaction. Other than FSA's outside counsel, Cravath, Swaine & Moore, and its
regular accountants, PricewaterhouseCoopers (but subject, in the case of
PricewaterhouseCoopers, to the dollar limit contained in clause (c) above), FSA
will consult with you prior to hiring any service providers or incurring any out
of pocket expenses in excess of $25,000, providing where reasonably practicable
the identity of the third party to be hired, a description of the services to be
rendered and an estimate of the fees to be charged or the reason for the
incurrence of the out of pocket expenses. FSA will require Cravath, Swaine &
Moore to provide to Holdings, on a monthly basis, a summary of the activities
undertaken on behalf of FSA during such month and an estimate of the fees and
expenses to be charged in respect of such activities (to the extent that such
summary would not breach FSA's rights of client confidentiality). FSA agrees to
work with Holdings in good faith to address any concerns that may arise from the
substance or the manner of its outside counsel's representation, and will use
its best efforts to minimize any unnecessary or wasteful work on the part of its
counsel.

Confidentiality
- ---------------

The parties hereto confirm and ratify the Confidentiality Agreement
dated February 27, 2001, the provisions of which shall continue in full force
and effect as if contained herein. FSA agrees that this letter and the
definitive transaction documents may be included in the public filings made by
Prudential Financial, Inc. with the Securities and Exchange Commission.

Acceptance of Commitment
- ------------------------

To accept this Commitment, please countersign this Commitment in the
space provided below and return it to FSA together with your wire transfer of
funds in accordance with the following wire instructions to FSA in the amount of
$750,000. Wire transfers to FSA shall be made with the following details
specifically stated on the wire instructions:

Bank: The Bank of New York
ABA Number: 021 000 018
For the account of: Financial Security Assurance Inc.
Account Number: 8900297263
Prudential Closed Block Debt Transaction Commitment Fee

6


This Commitment will expire one week from the date hereof unless, prior to such
date, there shall have been delivered to FSA (i) a copy of this Commitment,
manually signed on your behalf, and (ii) payment in full of the amounts due
hereunder upon execution hereof as provided herein. Upon execution, this
Commitment will supercede all prior agreements between you and FSA (except for
the Confidentiality Agreement, which shall continue in effect as provided above)
and all such prior agreements shall be null and void and without effect:

Very truly yours,

FINANCIAL SECURITY ASSURANCE INC.

BY: /S/ Russell B. Brewer
-----------------------------
Authorized Officer

This Commitment is accepted as of this 31 day of July, 2001
-- ----


THE PRUDENTIAL INSURANCE COMPANY OF AMERICA


BY: /S/ C. Edward Chaplin
-------------------------

Name: C. Edward Chaplin
-----------------------

Title: Senior Vice President & Treasurer
----------------------------------

7