PRUDENTIAL SUPPLEMENT RETIREMENT PLAN

Exhibit 10.3

PRUDENTIAL SUPPLEMENTAL
RETIREMENT PLAN

(effective as of January 1, 2001,
except as otherwise provided herein)


The Prudential Supplemental Retirement Plan (the "Plan") has been
established by The Prudential Insurance Company of America, effective January 1,
1996, for the purpose of providing unfunded supplemental retirement benefits for
certain eligible employees (and their beneficiaries) that cannot be provided by
the Retirement System (as defined below) because of limits imposed by the Code.
The Plan provides Participants (and their beneficiaries) with one or more of the
following categories of benefits: (a) Supplemental Benefits (i.e., excluded
compensation benefits, excess benefits, and deferred compensation benefits); (b)
Special Early Retirement Benefits; (c) Death Benefits; and (d) ad hoc cost of
living adjustments.

The portion of the Plan that provides excess benefits (i.e., benefits
that, pursuant to Code section 415, may not be provided under a tax-qualified
retirement plan) is intended to be, and shall be administered as, an excess
benefit plan within the meaning of section 3(36) of ERISA. The remainder of the
Plan is intended to be, and shall be administered as, an unfunded plan
maintained for the purpose of providing deferred compensation for a select group
of management or highly compensated employees within the meaning of Title I of
ERISA.

The Plan, as restated as of January 1, 1996, was a restatement of that
portion of the Prior Programs that related to benefits under the Retirement
System. That portion of the Prior Programs that related to benefits under the
Canadian Retirement Plan was not affected by the restatement. Amounts accrued,
but not yet paid under the Prior Programs on December 31, 1995, that were
related to benefits under the Retirement System shall be paid under this Plan;
provided that Participants who incurred a Termination of Employment prior to
January 1, 1996 shall receive benefits in accordance with the terms of the Prior
Programs in effect at such Termination of Employment.

The Plan, as restated as of January 1, 2001, is a restatement that
reflects certain changes to the Retirement System, including implementation of a
cash balance formula with respect to new hires and rehires on and after January
1, 2001, and implementation of an elective cash balance formula with respect to
Eligible Employees who were employed on December 31, 2000, had accrued benefits
under the Prudential Traditional Retirement Plan, remained Employees through
January 1, 2002, and elected to participate in the Prudential Cash Balance Plan.
Amounts accrued, but not yet paid on December 31, 2000, that were related to
benefits under the Prudential Traditional Retirement Plan shall be paid under
this Plan; provided that Participants who incurred a Termination of Employment
prior to January 1, 2001 shall receive benefits in accordance with the terms of
the Plan in effect at such Termination of Employment.

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Article I

DEFINITIONS

The following terms shall have the meanings hereinafter set forth.
Other terms that are capitalized in the Plan shall be defined in the same manner
as they are defined in the Retirement System.

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

1.2 "Canadian Retirement Plan" means The Prudential Insurance Company
of America and Participating Affiliated Companies 1976 Retirement System for
Canadian Employees, a defined benefit retirement plan maintained by the Company.

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

1.4 "Committee" means the committee described in the claims and
appeals section of the Prudential Traditional Retirement Plan.

1.5 "Company" means The Prudential Insurance Company of America.

1.6 "Controlled Group" means the Company and (a) each corporation
which is a member of a controlled group of corporations (within the meaning of
Code section 414(b)) which includes the Company, (b) each trade or business
(whether or not incorporated) which is under common control with the Company
(within the meaning of Code section 414(c), (c) each organization included in
the same affiliated service group (within the meaning of Code section 414(c)) as
the Company, and (d) each other entity required to be aggregated with the
Company pursuant to regulations promulgated under Code section 414(o). Any such
entity shall be treated as part of the Controlled Group only for the period
while it is a member of the controlled group or considered to be in a common
control group.

1.7 "Death Benefits" means benefits that are payable upon the death of
a Participant in accordance with Article VI of the Plan.

1.8 "Deferred Compensation Plan" means the Prudential Consolidated
Deferred Compensation Plan, the Deferred Compensation Plan effective January 1,
2000, and any subsequent plans maintained by the Company for the purpose of (a)
providing deferred compensation for a select group of management or highly
compensated employees within the meaning of Title I of ERISA, and (b) permitting
such employees to defer a portion or all of certain specified bonuses to a
specified date or occurrence.

1.9 "Employer" means the Company and each Participating Affiliated
Company in the Retirement System.

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

1.11 "Participant" means an individual who is accruing benefits under
Article II or Article III. An individual shall be a Participant only with
respect to those benefits for which the individual satisfies applicable
eligibility requirements. A Participant also includes an individual who has
previously accrued benefits under the terms of (a) one or more of the Prior
Programs as they relate to benefits under the Retirement System, or (b) the
Plan, but in each case has not yet received all such accrued benefits.

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1.12 "Plan" means this Prudential Supplemental Retirement Plan as
amended from time to time.

1.13 "Prior Programs" means the Excess Benefit Retirement Income
Program, the Supplemental Retirement Income Program, and the Spouse Income
Program, as maintained by the Company and in effect from time to time prior to
1996.

1.14 "Prudential Cash Balance Plan" means the Prudential Cash Balance
Pension Plan Document, a component of the Prudential Merged Retirement Plan.

1.15 "Prudential Merged Retirement Plan" means The Prudential Merged
Retirement Plan, a defined benefit retirement plan maintained by the Company.

1.16 "Prudential Traditional Retirement Plan" means The Prudential
Traditional Retirement Plan Document, a component of the Prudential Merged
Retirement Plan.

1.17 "Retirement System" means the Prudential Cash Balance Plan and the
Prudential Traditional Retirement Plan, components of the Prudential Merged
Retirement Plan.

1.18 "Special Early Retirement Benefits" means benefits accrued by
Participants in accordance with Article III of the Plan.

1.19 "Supplemental Benefits" means benefits accrued by Participants in
accordance with Article II of the Plan.

1.20 "Termination of Employment" means the voluntary or involuntary
termination of employment with the Controlled Group for any reason, including
death.

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ARTICLE II

SUPPLEMENTAL BENEFITS

2.1 Eligibility. Each participant in the Retirement System who
satisfies one or more of the following requirements is a Participant eligible to
accrue Supplemental Benefits under this Article:

(a) a participant in the Retirement System whose retirement
benefits under the Retirement System do not accrue or are reduced by reason of
Code section 401(a)(17) (as reflected in the applicable provisions of the
Retirement System);

(b) a participant in the Retirement System whose retirement
benefits under the Retirement System do not accrue or are reduced by reason of
Code section 415; or

(c) a participant in the Retirement System who defers payment of a
portion of compensation from the Employer pursuant to (1) a Deferred
Compensation Plan, or (2) effective January 1, 1989, the Prudential Supplemental
Employee Savings Plan (or one of its predecessor plans, the Non-Qualified
Deferred Compensation Plan) that would, but for the deferral of payment,
constitute pensionable Earnings under the Retirement System (including any such
compensation that would have constituted Earnings but would have exceeded the
limit on compensation imposed by Code section 401(a)(17)).

2.2 Amount.

(a) The amount of a Participant's Supplemental Benefits under this
Article shall be an amount equal to the excess, if any, of (1) over (2) below:

(1) such Participant's hypothetical retirement benefits that
would be payable under the Retirement System determined: (i) without regard to
the limit on compensation imposed by Code section 401(a)(17) (as reflected in
the applicable provisions of the Retirement System); (ii) without regard to the
limits on benefits imposed by Code section 415(b) (as reflected in the
applicable provisions of the Retirement System); and (iii) determined by
including as pensionable Earnings the amount of the deferred compensation under
the Deferred Compensation Plan and the Prudential Supplemental Employee Savings
Plan that would, but for the deferral of payment, constitute pensionable
Earnings under the Retirement System (including such compensation that would
have constituted Earnings had it not exceeded the limit on compensation imposed
by Code section 401(a)(17) and determined without regard to the limits on
benefits imposed by Code section 415(b)); and

(2) such Participant's retirement benefits that are payable
under the Retirement System.

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ARTICLE III

SPECIAL EARLY RETIREMENT BENEFITS

3.1 Eligibility. Each participant in the Retirement System (a) who is
entitled, under the terms of the Retirement System, to a benefit payable under
the Prudential Traditional Retirement Plan or to a Subsidized Grandfathered
Minimum Benefit payable under the Prudential Cash Balance Plan, (b) who retires
directly from Employer service as an Office Employee on or after the first day
of the month coinciding with or next following such Participant's fifty-ninth
(59th) birthday, (c) who could complete twenty-five (25) years of Continuous
Service for the Employer before the first day of the month coinciding with or
next following such Participant's sixty-fifth (65th) birthday, and (d) whose
last three consecutive years of Continuous Service were at a grade from 1
through 6 and/or a rank no lower than that of departmental vice president or
managing director, or the equivalent of such grade or rank, is a Participant
eligible to accrue Special Early Retirement Benefits under this Article. For a
Participant in the Prudential Cash Balance Plan to receive such Special Early
Retirement Benefits, the Participant must commence his or her Subsidized
Grandfathered Minimum Benefit under the terms of the Prudential Cash Balance
Plan in the form of an annuity.

3.2 Amount. The amount of a Participant's Special Early Retirement
Benefits, in the case of a Participant who retires before his or her Normal
Retirement Date, shall be an amount equal to the excess, if any, of (a) over (b)
below:

(a) such Participant's accrued retirement benefits under the
Prudential Traditional Retirement Plan or Subsidized Grandfathered Minimum
Benefit under the Cash Balance Plan, and accrued benefits under Article II of
this Plan without reductions for early commencement of benefits, multiplied by
the applicable adjustment factor in paragraphs (1), (2) or (3) set forth below:

(1) if the Participant retires on or after the first day of the
month following the date he or she has both completed twenty-five (25) year of
Continuous Service with the Employer and attained age sixty (60), the adjustment
factor used in determining such benefits shall be equal to 1.00;

(2) if the Participant retires on or after the first day of the
month following the date he or she attains age sixty (60) and before he or she
has completed twenty-five (25) years of Continuous Service with the Employer,
the adjustment factor used in determining such benefits shall be equal to 1.00,
reduced by 5/9 of 1.00% for each full month by which the Participant's Annuity
Starting Date precedes the first day of the month following the date such
Participant would have completed twenty-five (25) years of Continuous Service
with the Employer; or

(3) if the Participant retires on or after the first day of the
month following the date he or she attains age fifty-nine (59) and prior to the
first day of the month following the date he or she attains age sixty (60), the
adjustment factor used in determining such benefits shall be equal to 1.00,

(i) reduced by 5/9 of 1.00% for each full month by which
the Participant's Annuity Starting Date precedes the first day of the month
following the date such Participant would have completed twenty-five (25) years
of Continuous Service with the Employer, but excluding any full months by which
the Participant's Annuity Starting Date precedes the first day of the month
following attainment of age sixty (60), and

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(ii) further reduced for each remaining full month, if any,
by which the Participant's Annuity Starting Date precedes the first day of the
month following attainment of age sixty (60) by one-twelfth of the excess of:
(A) the adjustment factor set forth in subparagraph (i) above, over (B) the
adjustment factor applicable at age fifty-nine (59) under the Prudential
Traditional Retirement Plan; and

(b) such Participant's accrued early retirement benefits under
Article XI of the Retirement System (or any successor provision) or Subsidized
Grandfathered Minimum Benefit payable at early retirement under the Prudential
Cash Balance Plan, and such Participant's accrued benefits under Article II of
this Plan (as adjusted to reflect the early commencement of benefits).

6


ARTICLE IV

DUAL BENEFITS

If a Participant is entitled, under the terms of the Retirement System,
both to a benefit payable under the Prudential Traditional Retirement Plan and
to a benefit payable under the Prudential Cash Balance Plan, Plan provisions
applicable to Participants entitled to benefits payable under the Prudential
Traditional Retirement Plan shall apply only with respect to Plan benefits
calculated by reference to the Prudential Traditional Retirement Plan.
Similarly, Plan provisions applicable to Participants entitled to benefits
payable under the Prudential Cash Balance Plan shall apply only with respect to
Plan benefits calculated by reference to the Prudential Cash Balance Plan.

7


ARTICLE V

PAYMENT OF BENEFITS

5.1 Payment of Benefits. If a Participant has accrued any benefits
described in Articles II and III of the Plan and is 100% vested (not including
amounts 100% vested solely on account of the application of Code section 420)
under the Retirement System (or is vested in this Plan pursuant to Section
9.1(c)), such Participant shall, subject to Section 5.3 below, begin receiving
Plan payments on the date monthly benefits commence under the Retirement System
and payments shall continue monthly thereafter, as long as payments to the
Participant or the Participant's beneficiary are made for that same month under
the Retirement System.

5.2 Form of Benefit. Subject to Sections 5.3 and 5.4 below, benefits
payable under the Plan shall be paid to the Participant (and his or her
beneficiary) in the same form (or forms) of benefit as the benefit payable to
such Participant (and beneficiary) under the applicable component of the
Retirement System; provided, however, that:

(a) the variable annuity option described in the Prudential
Traditional Retirement Plan is not available with respect to payments under the
Plan (and, to the extent a Participant elects a variable annuity option under
the Retirement System for some or all of his or her benefit, payments under the
Plan with respect to that portion of the Participant's benefit shall be made in
the standard forms set out in Section 1501 of the Prudential Traditional
Retirement Plan); and

(b) the level income option described in the Prudential
Traditional Retirement Plan will be applied so that payments under the Plan are
adjusted, if necessary, so that the sum of the Participant's benefits under the
Prudential Traditional Retirement Plan, Primary Insurance Benefits related to
Active Service with the Company expected to become payable under Title II of the
Federal Social Security Act, and benefits under the Plan are as nearly uniform
as practical each month both before and after the earliest date the Participant
could receive payment of such Primary Insurance Benefits.

5.3 Single Sum for Participants Entitled to Benefits under the
Prudential Traditional Retirement Plan.

(a) Effective January 1, 1990, in lieu of receiving benefits at the
time and in the form set forth in Sections 5.1 and 5.2, a Participant who is
entitled, under the terms of the Retirement System, to a benefit payable under
the Prudential Traditional Retirement Plan, and who meets the requirements set
forth in paragraph (d) below, may elect to receive Plan benefits in a single sum
payment pursuant to this Section 5.3 without regard to the form of retirement
benefit payable to the Participant under the Prudential Traditional Retirement
Plan. Such election must be in writing and shall be irrevocable.

(b) The single sum shall be paid to the Participant on such
Participant's Annuity Starting Date under the Prudential Traditional Retirement
Plan (or as soon as practicable thereafter). Effective for any election received
by the Committee on or after March 1, 1995, the single sum shall be paid to the
Participant on the later of (1) such Participant's Annuity Starting Date under
the Prudential Traditional Retirement Plan or (2) the one-year anniversary of
the date the Committee, or its designee, receives such Participant's election of
the single sum benefit (or as soon as practicable thereafter). Such single sum
benefit shall be in lieu of all benefits otherwise payable to the Participant
(and his or her beneficiary) under the Plan and no death benefit (other than the
death benefit described in Section 6.4) shall be payable under the Plan to the
Participant's beneficiary.

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(c) The amount of the single sum payment is the consideration that
would be required on the Participant's Annuity Starting Date under the
Prudential Traditional Retirement Plan pursuant to the interest and mortality
assumptions specified by the Committee for use on the actual date of the single
sum payment, to purchase all benefits otherwise payable to the Participant under
Articles II and III of the Plan in the form of a single life annuity with a
fifteen (15) year period certain for an unmarried Participant or a fifty percent
(50%) joint and survivor annuity for a married Participant.

(d) A Participant may receive the single sum payment provided under
this Section 5.3 if and only if such Participant (1) makes the election to
receive the single sum (and the Committee, or its designee, receives such
election) prior to the date he or she terminates employment with the Controlled
Group, (2) is eligible to retire (including early retirement) under the
Prudential Traditional Retirement Plan at the time of termination of employment
with the Controlled Group, and (3) survives until the expected payment date
(such date being, as applicable, the later of: (i) the Participant's Annuity
Starting Date under the Prudential Traditional Retirement Plan; and (ii) the
one-year anniversary of the date the Committee receives the Participant's single
sum election).

(e) If a Participant who has elected the single sum payment does
not survive until the expected payment date, Plan benefits shall be paid to the
beneficiary on the expected payment date as if the Participant had survived to
the expected payment date.

(f) If a Participant who has elected the single sum payment is
otherwise not eligible to receive the single sum payment, Plan benefits shall be
paid to the Participant (and/or the beneficiary, as the case may be), as if the
Participant had not elected the single sum payment under this Section 5.3;
provided, however, that in the event payments have already commenced to the
Participant under the Prudential Traditional Retirement Plan but the Participant
has not yet received Plan benefits because the single sum could not be paid
until the one-year anniversary date of the single sum election (the "waiting
period"), the Participant (or the beneficiary, as the case may be) shall receive
the amount of Plan benefits that would have been paid to the Participant during
the waiting period if Plan benefits had been paid pursuant to Sections 5.1 and
5.2 above.

5.4 Grandfathered Benefit Forms for Certain Participants. In the event
a Participant elects to receive the greater of the Participant's Grandfathered
Minimum Benefit or Subsidized Grandfathered Minimum Benefit under the Prudential
Cash Balance Plan in an annuity form described in Article XV of the Prudential
Traditional Retirement Plan, such election shall also apply (subject to Section
5.2) to the Special Early Retirement Benefit described in Article III and to
such portion of the Participant's Supplemental Benefit described in Article II
that would have constituted the Participant's Grandfathered Minimum Benefit or
Subsidized Grandfathered Minimum Benefit under the Prudential Cash Balance Plan
but for the application of the limit on compensation imposed by Code section
401(a)(17), the application of Code section 415(b), or the exclusion from
pensionable Earnings of deferrals described in Article II. Any remaining portion
of the Participant's benefit under this Plan will be payable under the same
terms that apply to the Wear-Away Protection and/or Residual Amounts under the
Prudential Cash Balance Plan.

9


ARTICLE VI

DEATH BENEFITS

6.1 Pre-Retirement Survivor Annuity Benefits for Married Participants
Entitled to Benefits under the Prudential Traditional Retirement Plan.

(a) Surviving Spouse Eligibility. With respect to each
Participant entitled to benefits under the Prudential Traditional Retirement
Plan, the surviving spouse of each Participant who dies prior to the
commencement of the payment of benefits under the Plan pursuant to Article V
above, who is entitled to receive qualified pre-retirement survivor annuity
benefits under the Prudential Traditional Retirement Plan, is entitled to
receive pre-retirement spouse annuity benefits under this Section 6.1(a).

(1) Amount. The amount of a surviving spouse's monthly
pre-retirement spouse annuity benefits shall be equal to fifty percent (50%) of
the monthly benefits that would have been payable to the Participant under the
Plan if such Participant had:

(i) elected to commence receiving benefits on the day
before the Participant's death, if death occurs after the date the Participant
attained the earliest possible Early Retirement Date under the terms of the
Prudential Traditional Retirement Plan; or

(ii) experienced a Termination of Employment on the
Participant's date of death, survived to the Participant's earliest possible
Early Retirement Date under the terms of the Prudential Traditional Retirement
Plan, and died on the following day.

(2) Payment of Benefits. Benefit payments to a surviving spouse
will be paid in the same manner and at the same time that pre-retirement
survivor annuity benefits for married participants are paid under the Prudential
Traditional Retirement Plan.

(b) Beneficiary Eligibility. If a married Participant who dies
prior to the commencement of the payment of benefits under the Plan pursuant to
Article V above elects under the Prudential Traditional Retirement Plan payment
of pre-retirement death benefits in the form of subsidized pre-retirement
fifteen (15) year period certain benefits for a beneficiary rather than in the
form of pre-retirement survivor annuity benefits for a surviving spouse, and the
beneficiary is entitled to receive such benefits under the Prudential
Traditional Retirement Plan, such beneficiary is entitled to receive
pre-retirement fifteen (15) year period certain benefits under this Section
6.1(b).

(1) Amount. The amount of a beneficiary's monthly
pre-retirement fifteen (15) year period certain benefit shall be the same amount
that would have been payable to the beneficiary under the Plan under a
subsidized post-retirement fifteen (15) year period certain optional form of
benefit if the Participant had elected to commence receiving benefits in such
form on the date of the Participant's death.

(2) Payment of Benefits. Benefit payments to a beneficiary will
be paid in the same manner and at the same time that pre-retirement fifteen (15)
year period certain benefits are paid under the Prudential Traditional
Retirement Plan.

6.2 Pre-Retirement Period Certain Benefits for Unmarried Participants
Entitled to Benefits under the Prudential Traditional Retirement Plan. With
respect to each Participant entitled to benefits under the Prudential
Traditional Retirement Plan, if each Participant elects, or is deemed to have
elected, subsidized pre-retirement fifteen (15) year period certain benefits for
unmarried participants under the Prudential Traditional Retirement Plan, that
same election shall

10


apply with respect to benefits accrued under the Plan. The amount of a
beneficiary's monthly pre-retirement fifteen (15) year period certain benefit
for unmarried Participants shall be the same amount that would have been payable
to the beneficiary under the Plan under a subsidized post-retirement fifteen
(15) year period certain form of benefit if the Participant had elected to
commence receiving benefits in such form on the date of the Participant's death.
Benefit payments to a beneficiary will be paid in the same manner, and at the
same time, that pre-retirement fifteen (15) year period certain benefits for
unmarried participants are paid under the Prudential Traditional Retirement
Plan.

6.3 Pre-Retirement Death Benefits for Participants Entitled to Benefits
under the Prudential Cash Balance Plan. With respect to each Participant
entitled to benefits under the Prudential Cash Balance Plan, the surviving
spouse or beneficiary of each Participant (who dies prior to the commencement of
the payment of benefits under the Plan pursuant to Article V above) who is
entitled as surviving spouse or beneficiary under the Prudential Cash Balance
Plan to receive pre-retirement death benefits under Section 6.2 of the
Prudential Cash Balance Plan, is entitled to receive pre-retirement death
benefits under this Section 6.3

(a) Amount. The amount of a surviving spouse's or beneficiary's
pre-retirement death benefit shall be equal to a single life annuity that is the
Actuarial Equivalent (as defined in the Prudential Cash Balance Plan) of the
Participant's Supplemental Benefits set out in Article II.

(b) Payment of Benefits. Benefit payments to a surviving spouse or
beneficiary will be paid in the same manner (including in the form of a lump
sum) and at the same time that pre-retirement death benefits are paid under
Section 6.2 of the Prudential Cash Balance Plan.

6.4 Additional Death Benefit. If a Participant: (a) who is in service
with an Employer prior to 1970; (b) who is eligible to receive Special Early
Retirement Benefits; and (c) dies on or after the first day of the month
following such Participant's attainment of age sixty-five (65) and (1) while in
Employer service or (2) after having retired directly from Employer service, a
single sum death benefit shall be payable as of the date of such Participant's
death (in addition to any other death benefits payable under the Plan). The
single sum death benefit payable under this paragraph shall be equal to the
amount of one year's payments of the portion of such Special Early Retirement
Benefits accrued prior to 1970 payable in the form of a single life annuity
(without regards to the manner in which Special Early Retirement Benefits are
actually paid to a Participant). The single sum death benefit shall be payable
as of the date of such Participant's death to a beneficiary or beneficiaries
designated by the Participant, if any, or otherwise to the Participant's estate.
By proper written request to the Company, in accordance with established rules,
a Participant may designate one or more beneficiaries, and may change any
beneficiary previously designated.

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ARTICLE VII

AD HOC COST OF LIVING ADJUSTMENTS

7.1 September 1, 1996 Cost of Living Adjustment.

(a) Subject to paragraph (b) below, the cost of living adjustment
granted on September 1, 1996 to certain Participants (as defined in the
Retirement System), spouses, and beneficiaries shall be provided under this Plan
to the extent such cost of living adjustment cannot be paid under the Retirement
System by reason of Code section 401(a)(17) or 415 (as reflected in the
applicable provisions of the Retirement System). Such cost of living adjustment
shall be provided in the same form and at the same time as the cost of living
adjustment provided under the Retirement System.

(b) In the event a Participant who is eligible for the cost of
living adjustment granted on September 1, 1996 under the Retirement System
elects to receive a single sum distribution under this Plan, such Participant
shall not receive a cost of living adjustment under this Section 7.1. Likewise,
in the event a spouse or beneficiary who is eligible for the cost of living
adjustment granted on September 1, 1996 under the Retirement System is the
spouse or beneficiary of a Participant who elected to receive a single sum
distribution under this Plan, such spouse or beneficiary shall not receive a
cost of living adjustment under this Section 7.1.

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ARTICLE VIII

ADMINISTRATION OF THE PLAN

8.1 Administration of the Plan.

(a) The Plan shall be administered by the Committee. The Committee
shall maintain such procedures and records as will enable the Committee to
determine the Participants and their beneficiaries who are entitled to receive
benefits under the Plan and the amounts thereof.

(b) The head of the Human Resources Department of the Company may,
in his or her sole discretion, exercise the authority of the Committee and act
as the Committee in administering the Plan.

8.2 General Powers of Administration.

(a) The Committee shall have the exclusive right, power and
authority to interpret, in its sole discretion, any and all of the provisions of
the Plan; and to consider and decide conclusively any questions (whether of fact
or otherwise) arising in connection with the administration of the Plan or any
claim for benefits arising under the Plan. Any decision or action of the
Committee shall be conclusive and binding.

(b) Provisions set forth in the Retirement System with respect to
claims and appeals procedures, and immunities of the Committee (as defined in
the Retirement System) shall also be applicable with respect to the Plan.

13


ARTICLE IX

AMENDMENT AND TERMINATION

9.1 Change or Termination of the Plan.

(a) The Company reserves the right to amend or terminate the Plan
in any respect and at any time and may do so pursuant to a written resolution of
the Compensation Committee of the Board of Directors. Prior to August 12, 1997,
such amendment or termination may include, without limitation, discontinuing
payments to Participants (and beneficiaries) who have, prior to the time of
amendment or termination, received such payments; provided, however, that no
amendment or termination of the Plan may adversely affect (1) the rights of any
spouse who, before the effective date of such amendment or termination, has
commenced receiving pre-retirement spouse annuity benefits under Section 6.1 or
(2) the accrued benefit of any Participant, or beneficiary to benefits that are
vested pursuant to Section 9.1(c) below.

Effective August 12, 1997, no amendment or termination of the Plan
shall have the effect of reducing a Participant's accrued benefit under the Plan
or vesting status under the Plan as in effect immediately prior to the adoption
of such amendment or termination of the Plan (or, if later, the effective date
of such amendment or termination of the plan); provided, however, that the
Company reserves the right to amend or change any optional forms of benefit
provided under the Plan in any respect and at any time.

(b) The head of the Human Resources Department of the Company may
adopt minor amendments to the Plan without approval by the Compensation
Committee of the Board of Directors that (1) are necessary or advisable for
purposes of compliance with applicable laws and regulations, (2) relate to
administrative practices, or (3) have an insubstantial financial effect on Plan
benefits and expenses.

(c) Each Participant in service on or after January 1, 1994 (or
beneficiary of such Participant) shall be fully vested in benefits accrued prior
to January 1, 1994 under the Plan or under one or more of the Prior Programs.

14


ARTICLE X

GENERAL PROVISIONS

10.1 Participant's Rights Unsecured and Unfunded. The Plan at all times
shall be entirely unfunded. No assets of the Company or any other Participating
Affiliated Company shall be segregated or earmarked to represent the liability
for accrued benefits under the Plan. The right of a Participant (or his or her
beneficiary) to receive a payment hereunder shall be an unsecured claim against
the general assets of the Company. All payments under the Plan shall be made
from the general assets of the Company.

10.2 Transfer of Obligations. Effective December 10, 1996, by written
action of the Chief Financial Officer of the Company as memorialized in an
officer's certificate, the Company may transfer and thereby be released from its
primary liability for all or part of its payment obligations under the Plan,
provided that the transferee is an affiliate of the Company, the Company and the
transferee enter into a written agreement with respect to the transfer and
assumption of liabilities, and the rights of the employees to receive their
benefits under the Plan are not impaired as a result of the transfer and
assumption of liabilities under and in accordance with the transfer and
assumption agreement.

10.3 No Guarantee of Benefits. Nothing contained in the Plan shall
constitute a guaranty by the Employer or any other person or entity that the
assets of the Company will be sufficient to pay any benefit hereunder.

10.4 No Enlargement of Employee Rights. Participation in the Plan
shall not be construed to give any Participant the right to be retained in the
service of any Employer.

10.5 Non-Alienation Provision. No interest of any person or entity in,
or right to receive a benefit or distribution under, the Plan shall be subject
in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or
other alienation or encumbrance of any kind; nor may such interest or right to
receive a distribution be taken, either voluntarily or involuntarily for the
satisfaction of the debts of, or other obligations or claims against, such
person or entity, including claims for alimony, support, separate maintenance
and claims in bankruptcy proceedings.

10.6 Applicable Law. The Plan shall be construed and administered under
the laws of the State of New Jersey, except to the extent that such laws are
preempted by ERISA.

10.7 Taxes. To the extent required by law, amounts accrued under the
Plan shall be subject to federal and state income, federal social security and
federal or state unemployment taxes during the year the services giving rise to
such amounts were performed (or, if later, when the amounts are both
determinable and not subject to a substantial risk of forfeiture). The Company,
the Employer or the Participating Subsidiary (as applicable) shall withhold from
any payments made pursuant to the Plan such amounts as may be required by
federal, state or local law, and the Company, the Employer or the Participating
Subsidiary (as applicable) further reserves the right: (a) to limit or reduce
the amounts intended to be deferred under the terms of the Plan as may be
necessary or appropriate in order to ensure that any required tax withholdings
can be deducted; and/or (b) to require the Participant to pay any taxes owed on
such amounts through personal check or payroll deduction.

10.8 Excess Payments. If the compensation, years of service, age, or
any other relevant fact relating to any person is found to have been misstated,
the Plan benefit payable by the Company to a Participant or Beneficiary shall be
the Plan benefit which would have been provided on the basis of the correct
information. Any excess payments due to such misstatement,

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or due to any other mistake of fact or law, shall be refunded to the Company or
withheld by it from any further amounts otherwise payable under the Plan.

10.9 No Impact on Other Benefits. Amounts accrued or paid under the
Plan shall not be included in a Participant's compensation for purposes of
calculating benefits under any other plan, program or arrangement sponsored by
the Employer or Participating Subsidiary, unless such plan, program or
arrangement expressly provides that amounts accrued or paid under the Plan shall
be included.

10.10 Data. Each Participant or beneficiary shall furnish the Committee
with all proofs of dates of birth and death and proofs of continued existence
necessary for the administration of the Plan, and the Company shall not be
liable for the fulfillment of any Plan benefits in any way dependent upon such
information unless and until the same shall have been received by the Committee,
or its designee, in a form satisfactory to it.

10.11 Incapacity of Recipient. If a Participant or other beneficiary
entitled to a distribution under the Plan is living under guardianship or
conservatorship, distributions payable under the terms of the Plan to such
Participant or Beneficiary shall be paid to his or her appointed guardian or
conservator and such payment shall be a complete discharge of any liability of
the Company under the Plan.

10.12 Usage of Terms and Headings. Words in the masculine gender shall
include the feminine and the singular shall include the plural, and vice versa,
unless qualified by the context. Any headings are included for ease of reference
only, and are not to be construed to alter the terms of the Plan.

IN WITNESS WHEREOF, The Prudential Insurance Company of America has
caused this restatement to be executed as of December 12, 2001, effective
January 1, 2001, except as otherwise provided herein.

THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA

By: /s/ Michele S. Darling
---------------------------------
Michele S. Darling
Executive Vice President

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