PRUDENTIAL SUPPLEMENT EMPLOYEE SAVINGS PLAN

Exhibit 10.4

PRUDENTIAL SUPPLEMENTAL
EMPLOYEE SAVINGS PLAN

(effective as of January 1, 2001)


The Prudential Supplemental Employee Savings Plan (the "Plan") has been
established by The Prudential Insurance Company of America, effective January 1,
2001 (the "Effective Date"), for the purpose of providing unfunded benefits for
certain eligible employees (and their beneficiaries) that are in excess of the
limits on contributions to the Prudential Employee Savings Plan ("PESP") imposed
by either Sections 401(a)(17) and 415(c)(1)(A) of the Internal Revenue Code of
1986, as amended (the "Code").

The portion of the Plan that provides unfunded benefits in excess of
the limits imposed by Section 415(c)(1)(A) of the Code (the "Code Contribution
Limit," as hereafter defined) is intended to be, and shall be administered as,
an "excess benefit plan" within the meaning of Section 3(36) of the Employee
Retirement Income Security Act of 1974, as amended ("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.

This Plan is an amendment and restatement of The Prudential Insurance
Company of America Defined Contribution Excess Program, The Prudential Insurance
Company of America Non-Qualified Deferred Compensation Plan, and The Prudential
Insurance Company of America Supplemental Savings Program (also known as The
Prudential Insurance Company of America Supplemental Executive Savings Plan),
each as maintained by The Prudential Insurance Company of America prior to the
Effective Date (collectively, the "Prior Programs"). Amounts credited, but not
yet paid under the Prior Programs prior to the Effective Date shall be paid,
administered, and continue to accrue interest pursuant to the terms of this
Plan.

ARTICLE I

DEFINITIONS

The following terms shall have the meanings hereinafter set forth.
Other terms that are capitalized in this Plan and that are not defined below
shall be defined in the same manner as they are defined in PESP.

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1.1 "Account" means the recordkeeping account maintained for a
Participant under the Plan to credit a Participant with the amounts that he or
she may become entitled under the terms of Article III of the Plan. For internal
recordkeeping purposes only, each Participant's Account may be subdivided into
various subaccounts by the Company, in its discretion.

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

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

1.4 "Code Compensation Limit" means the requirement, set forth under
Code Section 401(a)(17), that the annual compensation of each employee taken
into account under a qualified profit sharing or retirement plan and trust for
any year cannot exceed $150,000 annually, adjusted for inflation.

1.5 "Code Contribution Limit" means the requirement, set forth under
Code Section 415(c)(1)(A), that contributions made on behalf of any participant
under a qualified defined contribution plan and trust for any year cannot exceed
$30,000 annually, adjusted for inflation.

1.6 "Committee" means the Administrative Committee described in PESP,
unless otherwise exercised or designated under the provisions of Section 6.1 (b)
of the Plan.

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

1.8 "Compensation" means "Earnings" as defined in PESP, except that
Compensation shall be computed without regard to the limits imposed by the Code
Compensation Limit.

1.9 "Controlled Group" means the Company and (i) each corporation
which is a member of a controlled group of corporations (within the meaning of
Section 414(b) of the Code) which includes the Company, (ii) each trade or
business (whether or not incorporated) which is under common control with the
Company (within the meaning of Section 414(c) of the Code, (iii) each
organization included in the same affiliated service group (within the meaning
of Section 414(m) of the Code) as the Company, and (iv) each other entity
required to be aggregated with the Company pursuant to regulations promulgated
under Section 414(o) of the Code. 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.

1.10 "Earnings" shall have the meaning set forth in PESP.

1.11 "Effective Date" means January 1, 2001.

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1.12 "Eligible Employee" means an Employee who meets the eligibility
requirements of Section 2.1 of the Plan.

1.13 "Employee" means an individual employed by any Employer
(including, for these purposes, any individual who is not a common law employee
of such Employer) who is also a participant, as of any relevant date, in PESP.

1.14 "Employer" means the Company or an Affiliate participating in
PESP.

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

1.16 "401(a)(17) Deferral" means the amount credited to a Participant's
Account under the Plan pursuant to Section 3.4 herein, including amounts
credited under the Prior Program called The Prudential Insurance Company of
America Non-Qualified Deferred Compensation Plan and interest thereon.

1.17 "401(a)(17) Matching Contribution" means the amount credited to a
Participant's Account under the Plan pursuant to Section 3.5 herein, including
contributions credited under the Prior Program called The Prudential Insurance
Company of America Supplemental Savings Program and interest thereon.

1.18 "415 Crossover Matching Contribution" means the amount credited to
a Participant's Account under the Plan pursuant to Section 3.3 herein, including
contributions credited under the Prior Program called The Prudential Insurance
Company of America Defined Contribution Excess Program and interest thereon.

1.19 "415 Deferral" means the amount credited to a Participant's
Account under the Plan pursuant to Section 3.1 herein, including contributions
credited under the Prior Program called The Prudential Insurance Company of
America Non-Qualified Deferred Compensation Plan and interest thereon.

1.20 "415 Matching Contribution" means the amount credited to a
Participant's Account under the Plan pursuant to Section 3.2 herein, including
contributions credited under the Prior Program called The Prudential Insurance
Company of America Defined Contribution Excess Program and interest thereon.

1.21 "Participant" means an Eligible Employee described in Article II
who is receiving credits to his or her Account under the Plan pursuant to
Article III. A Participant also includes an Eligible Employee who has previously
received credits under the Plan or one of the Prior Programs, but in each case
has not received full payment of his or her Account under the Plan or such Prior
Programs.

1.22 "PESP" means the Prudential Employee Savings Plan, as established
and effective as of January 1, 1994 and most recently amended and restated
effective as of

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January 1, 2001, as the same may be in effect from time to time, including any
successor plan.

1.23 "Plan" means this Prudential Supplemental Employee Savings
Plan, as amended from time to time.

1.24 "Prior Programs" means The Prudential Insurance Company of
America Defined Contribution Excess Program, The Prudential Insurance Company of
America Non-Qualified Deferred Compensation Plan, and The Prudential Insurance
Company of America Supplemental Savings Program (also known as The Prudential
Insurance Company of America Supplemental Executive Savings Plan) as in effect
from time to time prior to the Effective Date.

1.25 "Termination of Employment" means an individual's voluntary or
involuntary termination of employment with the Controlled Group for any reason,
including death. An individual who is receiving short-term disability benefits
under the Prudential Welfare Benefits Plan shall be deemed to have incurred a
Termination of Employment on the date such benefits are exhausted, unless such
individual has returned to work within the Controlled Group.

ARTICLE II

ELIGIBILITY AND PARTICIPATION

2.1 Eligibility.

(a) Prior Programs: Each Employee whose (i) After-Tax or Before-Tax
Contributions (and any related Company Matching Contributions that may be
allocated on his or her behalf to PESP) could not be made by reason of the
limits on contributions contained in PESP for the purpose of satisfying the Code
Contribution Limit and/or (ii) Compensation for purposes of determining the
amount of After-Tax or Before-Tax Contributions (and any related Company
Matching Contributions that may be allocated on his or her behalf to PESP) was
limited by reason of the Code Compensation Limit shall be deemed to be an
"Eligible Employee" for purposes of participating in the Prior Programs.

(b) Eligibility Requirements Effective for Plan Year 2001 and
Beyond: Each Employee whose

(i) (A) Before-Tax or Company Matching Contributions to PESP
cannot be made by reason of the limits on contributions
contained in PESP for the purpose of satisfying the Code
Contribution Limit and/or (B) Compensation for purposes of
determining the amount of Before-Tax or Company Matching
Contributions that may be allocated on his or

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her behalf to PESP is limited by reason of the Code
Compensation Limit; and

(ii) as of the time that either the Code Compensation Limit or
Code Contribution Limit is reached, is either deferring
Earnings under PESP or has either (A) been precluded from
continuing to defer Earnings in any Plan Year under PESP
due to the operation of the limitation on contributions of
elective deferrals under Section 402(g) of the Code and/or
the Code nondiscrimination test on contributions of
elective deferrals under Code Section 401(k)(3) or (B)
been precluded from receiving Company Matching
Contribution under PESP in any Plan Year because of the
operation of the nondiscrimination test on Company
Matching Contributions under Code Section 401(m)(2);

shall be deemed to be an "Eligible Employee" for purposes of participating in
the Plan.

2.2 Election to Participate in the Plan.

(a) General. Each Eligible Employee (and each individual
participating in PESP who could become an Eligible Employee during the following
Plan Year because of increases in Compensation or the application of the Code
Contribution Limit) may elect to participate in the Plan during the following
Plan Year, but only if such election is made in writing and received by the
Committee, or its designee, prior to the beginning of the following Plan Year.

(b) "Late" Elections. Notwithstanding the provisions of Section
2.2(a) above, each individual who (i) becomes eligible to participate in PESP or
otherwise becomes an Eligible Employee for the first time after the beginning of
a Plan Year, or (ii) who again becomes an Eligible Employee after a period of
ineligibility for any reason (but not within the same Plan Year), may elect to
participate in the Plan during the remainder of such Plan Year, but only if such
election is made in writing and received by the Committee, or its designee, no
later than 30 days after the date he or she first becomes an Eligible Employee.

(c) Election is Irrevocable. An election made under this Section
2.2 may not be revoked by the Participant once a Plan Year has commenced (or if
the election is made under Section 2.2(b), once the election form is received by
the Committee or its designee within such 30 day period) and shall remain in
force until the last day of the Plan Year (or, if earlier, the Participant's
Termination of Employment in such Plan Year).

(d) Annual Elections Required; Form of Election. A new election to
participate must be filed for each Plan Year, in a form and manner specified by
the Committee or its designee.

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2.3 Date Participation Commences. Effective for Plan Years
beginning on or after January 1, 2001, each Eligible Employee who has elected to
participate shall become a Participant and commence participation under Sections
3.1 through 3.5 of the Plan during the first payroll period during a Plan Year
at the earliest to occur of (a) the Eligible Employee's Compensation first
exceeds the limit imposed by the Code Compensation Limit or (b) the inability of
the Eligible Employee's Before-Tax or Company Matching Contributions to PESP to
be made by reason of the limits on contributions contained in PESP for the
purpose of satisfying the Code Contribution Limit; provided, however, that in
either case such Eligible Employee must have filed a valid payroll deduction
election under PESP related to such Plan Year in order for any amounts to be
credited to an Eligible Employee under the Plan. Once an Eligible Employee
commences participation in the Plan by reason of the Code Contribution Limit or
the Code Compensation Limit in a particular Plan Year, such Participant shall
have his benefits calculated under the Plan only by reference to such particular
Limit for such year.

ARTICLE III

CONTRIBUTIONS

3.1 415 Deferral. Each Participant's Compensation for a Plan Year
shall be reduced on a pre-tax basis by the amount of 415 Deferral credited to
such Participant under the Plan for the Plan Year, determined as follows:

(a) Prior Programs. The amount of 415 Deferral credited to a
Participant's Account under the Prior Programs was equal to a percentage of the
Participant's Earnings (up to three percent (3%)) that would have been allocated
to PESP but for the application of the Code Contribution Limit for such Plan
Year.

(b) 415 Deferral Requirements Effective Plan Year 2001. Effective
for Plan Years beginning on or after January 1, 2001, the amount of 415 Deferral
that may be credited to a Participant's Account will be equal to a percentage of
the Participant's Earnings that would have been allocated to PESP on the
Participant's behalf as Before-Tax Contributions but for the application of the
Code Contribution Limit for such Plan Year. Such percentage (up to four percent
(4%)) of Earnings shall be selected at the direction of the Participant (in a
form specified by the Committee or its designee).

3.2 415 Matching Contribution. The amount of 415 Matching
Contribution that shall be credited to a Participant's Account for any Plan Year
shall be equal to the amount of 415 Deferral, if any, credited to his or her
Account for the same Plan Year under Section 3.1 herein; provided, however, that
if a Participant's Earnings are not reduced by 415 Deferral during the last
month of the Plan Year due to the Employer's failure to timely commence payroll
deductions, such Participant shall still be credited with 415 Matching
Contribution in the amount that would have been credited if such 415 Deferral
had been timely deducted from the Participant's paycheck.

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3.3 415 Crossover Matching Contributions. Each Participant shall
have credited to his or her Account for a Plan Year an amount, if any, equal to
the excess of (a) over (b) below:

(a) The amount of Company Matching Contributions that would have
been allocated to the PESP Company Matching Contribution Account
of the Participant for the Plan Year if such Company Matching
Contributions had been computed without regard to the limits
imposed by the Code Contribution Limit; less

(b) The amount of the Company Matching Contributions actually
allocated to the PESP Company Matching Account of the
Participant for the Plan Year;

provided, however, that in the event contributions cannot be made by the
Participant to PESP because of the Code Contribution Limit in a particular Plan
Year, no 415 Crossover Matching Contributions shall be credited to the
Participant's Account in respect of such contributions for a Plan Year under
this Section 3.3 (and may only be credited to the extent permitted under Section
3.2 above).

3.4 401(a)(17) Deferral. Each Participant's Compensation for a Plan
Year shall be reduced on a pre-tax basis by the amount of the 401(a)(17)
Deferral credited to such Participant under the Plan for the Plan Year,
determined as follows:

(a) Prior Programs. The amount of 401(a)(17) Deferral credited to a
Participant's Account for any Plan Year under the Prior Programs was equal to a
percentage of the Participant's Earnings (up to three percent (3%)) that would
have been allocated to PESP but for the application of the Code Compensation
Limit for such Plan Year.

(b) 401(a)(17) Deferral Requirements Effective Plan Year 2001.
Effective for Plan Years beginning on or after January 1, 2001, the amount of
401(a)(17) Deferral that may be credited to a Participant's Account will be
equal to a percentage of the Participant's Earnings that would have been
allocated to PESP on the Participant's behalf as Before-Tax Contributions but
for the application of the Code Compensation Limit for such Plan Year. Such
percentage (up to four percent (4%) of Earnings shall be selected at the
direction of the Participant (in a form specified by the Committee or its
designee).

3.5 401(a)(17) Matching Contribution. The amount of 401(a)(17)
Matching Contribution that shall be credited to a Participant's Account for any
Plan Year shall be equal to the amount of 401(a)(17) Deferral, if any, credited
to his or her Account for the same Plan Year under Section 3.4 herein; provided,
however, that if a Participant's Earnings are not reduced by 401(a)(17) Deferral
during the last month of the Plan Year due to the Employer's failure to timely
commence payroll deductions, such Participant shall still be credited with
401(a)(17) Matching Contribution in the amount that would

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have been credited if such 401(a)(17) Deferral had been timely deducted from the
Participant's paycheck.

3.6 Vesting. A Participant shall be fully vested in all amounts
credited to his or her Account under the Plan (including, but not limited to,
amounts credited to his or her Account under the terms of the Prior Plans).

3.7 No Impact on Other Benefits. Amounts credited to a
Participant's Account under this Article III shall not be included in a
Participant's Compensation for purposes of calculating benefits under any other
program, plan or arrangement sponsored by an Employer, unless such program, plan
or arrangement expressly provides that such amount credited to a Participant
under this Plan shall be included.

ARTICLE IV

VALUATION AND INTEREST ON CONTRIBUTIONS

4.1 Crediting of Contributions. 415 Deferral, 415 Matching
Contribution, 415 Crossover Matching Contributions, 401(a)(17) Deferral, and
401(a)(17) Matching Contribution shall be credited to a Participant's Account as
soon as practicable after the end of each payroll period, and at the same time
such amount would have been contributed to the Participant's respective PESP
Accounts.

4.2 Interest. Amounts credited to a Participant's Account shall
begin to accrue interest on the date such amounts are credited under the Plan
and continue to accrue interest until the date such amounts are distributed to
the Participant. Interest shall be computed at a rate equal to the interest rate
credited to The Prudential Fixed Rate Fund under PESP. The Company reserves the
right to change the interest rate for future periods at any time by amendment to
the Plan.

4.3 Valuation. A Participant's Account under the Plan shall be
valued (including the crediting of interest under section 4.2 herein) daily.

ARTICLE V

PAYMENT OF PLAN BENEFITS

5.1 General Provision. Except as provided in Section 5.2 herein, a
Participant's Account shall be paid to such Participant in a lump sum within
sixty (60) days following his or her Termination of Employment, or as soon as
practicable thereafter; provided that, upon the death of a Participant, such
Account shall to the extent remaining unpaid, be paid to such Participant's
Beneficiary as designated or otherwise

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determined under PESP in a lump sum within sixty (60) days following the
Participant's death, or as soon as practicable thereafter.

5.2 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 the appointed guardian
or conservator and such payment shall be a complete discharge of any liability
of the Company or any other Employer under the Plan.

ARTICLE VI

ADMINISTRATION OF THE PLAN

6.1 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 a
benefit under the Plan and the amounts thereof.

(b) The Executive Vice President of Human Resources of the Company
may, in his or her sole discretion, (i) exercise the authority of the Committee
and act as the Committee in administering the Plan, or (ii) designate either the
Vice President - Total Compensation, or the Vice President - Employee Benefits
of the Company to exercise the authority of the Committee and act as the
Committee in administering the Plan on his or her behalf.

6.2 General Powers of Administration.

(a) The Committee or its designee 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 ultimate claim for benefits arising under the Plan. The Appeals
Committee (as defined under PESP) shall be responsible for the claims and
appeals procedures under this Plan, subject to the ultimate review of the
Committee or its designee. Any decision or action of the Committee shall be
conclusive, final and binding.

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

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6.3 Beneficiary Designation. Any designation by a Participant of
a beneficiary under PESP, or determination of a beneficiary under PESP, shall
also apply for purposes of this Plan.

ARTICLE VII

AMENDMENT AND TERMINATION

7.1 Amendment and Termination.

(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; provided, however, that
(i) no amendment or termination of the Plan shall directly or indirectly reduce
the amount credited to any Participant's Account under the Plan as of the
adoption of such amendment or termination of the Plan (or, if later, the
effective date of such amendment or termination of the Plan) and (ii) with
respect to any acceleration of payments from the Plan to Participants (or their
beneficiaries) that may be provided for by the Compensation Committee of the
Board of Directors in accordance with the provisions of Section 7.2, no such
acceleration of payments shall be deemed a direct or indirect reduction of
amounts credited to any Participant's Account for these purposes.

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

7.2 Effect of Termination. Upon termination of the Plan,
distribution of each Participant's Account under the Plan shall be made to the
Participant (or his or her beneficiary) in the manner and at the time described
in Article [V] of the Plan unless the resolution of the Compensation Committee
of the Board of Directors specifies another time and manner of distribution. No
additional contributions shall be credited under the Plan, but interest shall
continue to be credited hereunder until the full amount has been distributed to
the Participant (or his or her beneficiary).

ARTICLE VIII

GENERAL PROVISIONS

8.1 Participant's Rights Unsecured and Unfunded. This Plan is both
an "excess benefit Plan" (as defined under ERISA Section 3(36)) and an unfunded
plan maintained primarily to provide deferred compensation benefits for a select
group of management or highly-compensated employees within the meaning of
Sections 201,301

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and 401 of ERISA, and therefore is exempt from the provisions of Parts 2,3 and 4
of Title I of ERISA. Accordingly, no assets of the Company shall be segregated
or earmarked to represent the liability for accrued benefits under the Plan.
Amounts referenced in Participant Account statements are only recordkeeping
devices reflecting such liability for accrued benefits. 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 funds of the Company. The Company is not
required to set aside money or any other property to fund its obligations under
the Plan, and all amounts that may be set aside by the Company prior to the
distribution of Account balances under the terms of the Plan remain the property
of the Company.

Notwithstanding the foregoing, nothing in this Section 8.1 shall
preclude the Company, in its sole discretion, after the Effective Date from
establishing a "rabbi trust" or other vehicle in connection with the operation
of this Plan, provided that no such action shall cause the Plan to fail to be an
unfunded plan designed to satisfy the requirements of ERISA Section 3(36) or
provide deferred compensation benefits for a select group of management or
highly-compensated employees for purposes within the meaning of Title I of
ERISA.

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

8.3 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.

8.4 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.

8.5 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.

8.6 Taxes. To the extent required by law, amounts accrued under
the Plan shall be subject to federal social security and 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 shall

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withhold from any payments made pursuant to the Plan such amounts as may be
required by federal, state or local law.

8.7 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,
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.

8.8 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 in form satisfactory to it.

8.9 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 undersigned, pursuant to the authorization
granted to her by the Compensation Committee of the Board of Directors on
January 9, 2001, hereby establishes the Prudential Supplemental Employee Savings
Plan, effective as of January 1, 2001.

/s/ Michele S. Darling
------------------------
Michele S. Darling
Executive Vice President, Human Resources
The Prudential Insurance Company
of America

Date: January 26, 2001

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