THIRD EMPLOYEE SAVINGS PLAN AMENDMENT

Exhibit 99.4

THIRD AMENDMENT TO
THE PRUDENTIAL EMPLOYEE SAVINGS PLAN
2001 RESTATEMENT

Clarifying the Definition of Covered Employee

Purpose and Background

A. The Prudential Employee Savings Plan (the "Plan") was last restated effective
as of January 1, 2001 and has been amended thereafter.

B. Pursuant to Section 17.01(a)(3) of the Plan, the Executive Vice President of
Human Resources (the "EVP") of The Prudential Insurance Company of America
("Prudential") has certain authority to amend the Plan.

C. The EVP has determined that the following amendment is within the scope of
authority granted to the EVP pursuant to the Plan.

D. Prudential desires to clarify eligibility for benefits by adding examples of
non-covered Employees or other workers to the definition of Covered Employee and
revising certain references to Participant.

Resolutions

Effective as of the date hereof, the Plan is hereby amended, as follows:

1. Section 2.16 (c) and (f) are amended, to read in their entirety as follows:

(c) who would be considered an employee solely by being part of an
affiliated service group, leasing arrangement or other arrangement under
Code Sections 414(m), (n) or (o);
* * *

(f) other than a statutory agent who is an Experienced Financial
Planner(operating under either a Senior Life Representative contract or
Career Special Agent contract) or a Statutory Agent paid under either the
Accelerated Compensation Plan (including those under a Senior Life
Representative contract or a Statutory Agreement) or the Potential
Commission Advance Plan (including those under a Career Special Agent
contract or a Statutory Agreement), who performs services for the Employer
but is not treated by the Employer at the time of the performance of
services as an employee for federal tax purposes (regardless of any
subsequent recharacterization), including, without limitation:

(1) Premiere Retired Representatives, Agents Emeritus, or Retired
Representatives;


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(2) Individuals who perform services for the Employer through
temporary employment or leasing agencies such as, but not limited
to, Spherion and Adecco;
(3) Any retired or former Employee;
(4) An international Employee, compensated in a currency other than
U.S. dollars; or
(5) An independent contractor.

2. The first sentence of Section 4.01 is amended by deleting the phrase "each
Participant" and replacing it with the phrase "each Participant who is a
Covered Employee."

3. The first sentence of Section 4.02 is amended by deleting the phrase "each
Participant" and replacing it with the phrase "each Participant who is a
Covered Employee."

4. The first sentence of Section 4.04 is amended by deleting the phrase "each
Participant" and replacing it with the phrase "each Participant who is a
Covered Employee."

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