PRUDENTIAL SERVERANCE PLAN FOR SENIOR EXECUTIVES

Exhibit 10.5

PRUDENTIAL SEVERANCE PLAN FOR SENIOR EXECUTIVES
(Amended and Restated as of February 12, 2002)

The Prudential Severance Plan for Senior Executives (the "Plan") was
established by The Prudential Insurance Company of America (the "Company"),
effective as of June 16, 2000, and is hereby amended and restated as of February
12, 2002. The Plan is intended to be, and shall be administered as, an employee
welfare benefit plan as defined in Section 3(1) of the Employee Retirement
Income Security Act of 1974, as amended.

Section 1 - Purpose

1.1 Except as otherwise provided in the Plan, this Plan does not
provide severance pay to any terminated Employee as a matter of right, and
neither the Company nor any Affiliated Company otherwise provides severance pay
to terminated Employees as a matter of right.

1.2 Except as otherwise provided in the Plan, whether or not severance
pay, if any, is to be paid to a terminated Employee is a matter solely within
the discretion of the Company.

1.3 The purpose of this Plan is to define those circumstances under
which the Company may pay severance to Eligible Employees.

Section 2 - Definitions

2.1 "Affiliated Company" means any 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, any 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), any organization included in the same affiliated
service group (within the meaning of Section 414(m) of the Code) as the Company,
and any 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 an Affiliated Company only for the period while it is a member of
the controlled group or considered to be in such common control group.

2.2 "Appeals Committee" means the committee composed of three or more
employees, one of whom shall be Chairperson, which shall review and make
decisions on all appeals on claims for benefits pursuant to Section 5.3(b) of
the Plan. The Executive Vice President of Human Resources of the Company (or
successor to the duties of that office) shall designate the individual who shall
be the Chairperson and the Chairperson shall designate the remaining members of
the Appeals Committee, provided that no one may be a member of the Appeals
Committee if he or she is also a member of the Claims Committee.

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The Chairperson may resign by delivering his or her written resignation
to the Executive Vice President of Human Resources of the Company, and the
Executive Vice President of Human Resources of the Company may remove the
Chairperson at any time by written notice to the Chairperson. Any member of the
Appeals Committee, other than the Chairperson, may resign by delivering his or
her written resignation to the Chairperson, and the Chairperson may remove any
such member of the Appeals Committee at any time by written notice to such
member. Vacancies shall be filled promptly by the Executive Vice President of
Human Resources of the Company or the Chairperson, as applicable.

2.3 "Base Pay" means Base Pay as defined in Section 2704(b) of the
Prudential Retirement Plan, as of the date of the Eligible Employee's Eligible
Termination.

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

2.5 "Cause" means the following (as determined by the Company it its
sole discretion): dishonesty, fraud or misrepresentation; inability to obtain or
retain appropriate licenses; violation of any rule or regulation of any
regulatory agency or self-regulatory agency; violation of any policy or rule of
the Company or any Affiliated Company; commission of a crime; or any act or
omission detrimental to the conduct of the business of the Company or any
Affiliated Company.

2.6 "Claims Committee" means the committee composed of three or more
employees, one of whom shall be Chairperson, which shall review and make
decisions on all claims for benefits pursuant to Section 5.3(a) of the Plan. The
Executive Vice President of Human Resources of the Company (or successor to the
duties of that office) shall designate the individual who shall be the
Chairperson and the Chairperson shall designate the remaining members of the
Claims Committee, provided that no one may be a member of the Claims Committee
if he or she is also a member of the Appeals Committee.

The Chairperson may resign by delivering his or her written resignation
to the Executive Vice President of Human Resources of the Company, and the
Executive Vice President of Human Resources of the Company may remove the
Chairperson at any time by written notice to the Chairperson. Any member of the
Claims Committee, other than the Chairperson, may resign by delivering his or
her written resignation to the Chairperson, and the Chairperson may remove any
such member of the Claims Committee at any time by written notice to such
member. Vacancies shall be filled promptly by the Executive Vice President of
Human Resources of the Company or the Chairperson, as applicable.

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

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

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2.9 "Eligible Compensation" means the sum of the following for the
Eligible Employee as of the date of the Eligible Termination:

(i) Base Pay;

(ii) the total of the most recent three years' annual incentive
payments, if any, made to the Eligible Employee under The Prudential Annual
Incentive Plan, as amended (or the equivalent thereof as determined by the
Company in its sole discretion), divided by three; provided, however, that if
the Eligible Employee has been eligible for only one or two such payments during
such recent three-year period, the total of such payments shall be divided by
one or two, respectively, instead of three; and provided further, however, that
if, in any of such years being considered, the Eligible Employee has been
eligible to be considered for the payment of such an amount and such amount is
determined to be zero under such plan, such zero amount will be counted for the
purpose of this calculation; and

(iii) the amount, if any, that would be payable to the Eligible
Employee at plan under the Prudential Long-Term Performance Unit Plan that is
payable immediately after the date of the Eligible Employee's Eligible
Termination.

2.10 "Eligible Employee" means an Employee of a Participating Company
who at the time he or she incurs an Eligible Termination is an Employee
performing services in the United States for a Participating Company.

2.11 "Eligible Termination" means an Employee's involuntary termination
of employment with a Participating Company due to (i) the closing of an office
or business location, (ii) a reduction in force, (iii) a downsizing, (iv) the
restructuring, reorganization or reengineering of a business group, unit or
department, or (v) a job elimination; provided, however, that a termination of
employment with a Participating Company for any of the following reasons shall
not constitute an Eligible Termination:

(A) transfer of any Employee to any (1) Affiliated Company, or (2)
entity which is controlled by the Company through the ownership of a majority of
its voting stock (or other equivalent ownership interest), either directly or
indirectly through one or more intermediaries;

(B) voluntary termination of employment, unless the termination
results from:

(1) the Employee's participation in a voluntary separation
program of a business group, unit or department; or

(2) the Employee's rejection of an offer of a new job with the
Company, an Affiliated Company or an entity which is
controlled by the Company through the ownership of a
majority of its voting stock (or other equivalent ownership
interest), either directly or indirectly through one or more
intermediaries, under circumstances where his or her current
job is no longer available (such as, the job was eliminated,

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the job or its scope was changed significantly, or the
business location of the job has changed), where

(a) the new position has base salary plus

(I) annual bonus at par if this position has a
level number or
(II) 50% of the incentive opportunity range for
the annual bonus if this position has a
grade number

(or the equivalent thereof) of less than 80% of the base
salary plus

(X) annual bonus at par if his or her job has a
level number or
(Y) 50% of the incentive opportunity range for
the annual bonus if his or her job has a
grade number

(or the equivalent thereof) of the current job, or

(b) the following conditions are met: (I) the commuting
distance from the center of the Employee's town of
residence to the center of town of the new job's
location is more than 49 miles, and (II) such
commuting distance as determined under Section
(B)(2)(b)(I) of the Plan is more than (x) 25 miles
farther than the commuting distance from the center
of the Employee's town of residence to the center of
town of the current job's location or (y) 99 miles,

as determined by the Company in its sole discretion;

(C) voluntary retirement;
(D) death;
(E) Cause;
(F) inability to perform the basic requirements of his or her position
with or without reasonable accommodation due to physical or mental incapacity
and after the Employee's short-term disability benefits have expired under the
terms of The Prudential Welfare Benefits Plan; or
(G) failure to return from an approved leave of absence.

Except as otherwise provided in Appendix B of the Plan, Eligible Termination
also shall not include an Employee's termination of employment with a
Participating Company as a result of a court decree, outsourcing, sale (whether
in whole or in part, of stock or assets), merger or other combination, spin-off,
reorganization, or liquidation, dissolution or other winding up involving any
Participating Company if such Employee receives a job offer

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from any employer that is involved in such outsourcing, sale, merger or other
combination, spin-off, reorganization, or liquidation, dissolution or other
winding up.

2.12 "Employee" means any individual who is compensated by the Company
or an Affiliated Company for services actually rendered as a regular full-time
or regular part-time (but not a temporary) common law employee and who, at the
time of the Eligible Termination, has attained one of the following levels or
grades at the Company (or the equivalent of such level or grade as determined by
the Company in its sole discretion): a level 82 or a grade 5, a level 84 or a
grade 4, or a level 86 or a grade 3 or 2; provided, however, that:

(i) any such employee (A) who is a sales employee covered by the
terms of a collective bargaining agreement, (B) who is a
non-management sales force employee employed in Individual
Financial Services Retail and/or Prudential Property and Casualty
Insurance Company and/or its affiliates (or in any successor
organizations thereto) and who (I) is in training,
pre-production, or (II) has been appointed to sell Company
products, (C) who is a marketing assistant employed in Individual
Financial Services Retail and/or Prudential Property and Casualty
Insurance Company and/or its affiliates (or in any successor
organizations thereto), or (D) whose level or grade at the
Company or at an Affiliated Company is more senior than level 86
or grade 2 at the Company (or its equivalent as determined by the
Company in its sole discretion);
(ii) any individual who performs services for the Company or an
Affiliated Company but is not treated by the Company or the
Affiliated Company, as the case may be, at the time of
performance of services as an employee for federal tax purposes
(regardless of any subsequent recharacterization); and
(iii) any statutory employee of the Company or an Affiliated Company
under Code Section 3121(d)(3);

shall not be an Employee (or eligible for benefits) under the Plan.

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

2.14 "Participating Company" means (a) the Company, (b) any U.S.
Affiliated Company that (i) participates in The Prudential Retirement Plan, or
(ii) adopts the Plan by action of its own board of directors (or if the
Affiliated Company does not have a board of directors, by other appropriate
action), with the consent of the Company, and (c) The WMF Group, Ltd. or its
successor that is a U.S. Affiliated Company.

2.15 "Plan" means this Prudential Severance Plan for Senior Executives,
as from time to time amended.

2.16 "Prudential Retirement Plan" means The Prudential Retirement Plan
Document, a component of The Prudential Merged Retirement Plan, as amended, but
not

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including the Prudential Securities Incorporated Cash Balance Pension Plan
Document, a component of The Prudential Merged Retirement Plan.

2.17 "Agreement and General Release" means a written document that
includes a release of rights and claims from an Eligible Employee in a form that
is satisfactory to, and approved by, the Company.

2.18 "Severance Pay" means the amount, if any, payable under Section 4
of the Plan to an Eligible Employee.

2.19 "Week of Eligible Compensation" means one fifty-second (1/52) of
the Eligible Employee's Eligible Compensation.

Section 3 - Grant of Severance Pay

3.1 As to each Eligible Employee who has an Eligible Termination,
Severance Pay will be granted to such Eligible Employee in an amount determined
in accordance with Section 4.1 or Section 4.2 of the Plan, as the case may be.

3.2 As to each Eligible Employee who has an Eligible Termination, the
determination of whether Severance Pay in addition to that provided under
Section 4.2(i) of the Plan will be granted to any Eligible Employee (or category
or group of Eligible Employees as defined by the Company) shall be made in the
sole discretion of the Company; provided, however, that as to an Eligible
Employee who is a level 82 or a grade 5, or a level 84 or a grade 4 at the
Company (or the equivalent of each such level or grade as determined by the
Company in its sole discretion) at the time of the Eligible Termination, in the
event that the Compensation Committee of the Board has reserved this discretion
to itself by means of a written resolution in accordance with the requirements
of the Company's by-laws and the Plan, such determination shall be made in the
sole discretion of the Compensation Committee of the Board; and provided
further, however, that as to an Eligible Employee who is a level 86 or a grade 3
or 2 at the Company (or the equivalent of such level or grade as determined by
the Company in its sole discretion) at the time of the Eligible Termination, in
the event that the Board has reserved this discretion to itself by means of a
written resolution, such determination shall be made in the sole discretion of
the Board.

3.3 Agreement and General Release. Any Severance Pay payable to an
Eligible Employee under the Plan shall be conditioned upon the Eligible Employee
signing an Agreement and General Release and not exercising his or her right of
revocation under the Agreement and General Release. Any grant of Severance Pay
shall be null and void upon an Eligible Employee's failure to sign, or
subsequent revocation of, such Agreement and General Release. Any breach by an
Eligible Employee of an Agreement and General Release upon which any grant of
Severance Pay has been conditioned shall give the Company the right to terminate
any payment otherwise due

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and/or to the return of such Severance Pay, in addition to any other remedy
the Company may have.

Section 4 - Determination of Amount of Severance Pay

4.1 Amount of Severance Pay from Schedule. Except as otherwise
provided in Section 4.2 and/or Section 4.3 of the Plan, as to each Eligible
Employee who has an Eligible Termination, Severance Pay will be granted to such
Eligible Employee in an amount equal to the product of the Eligible Employee's
Week of Eligible Compensation and the number of weeks determined in accordance
with the schedule in Appendix A of the Plan (with the result rounded up to the
next higher $100 increment, unless the result is already a multiple of $100).

4.2 Minimum Amount of Severance Pay. Except as otherwise provided in
Section 4.3 of the Plan, if the total amount of Severance Pay determined under
Section 4.2(i) and Section 4.2(ii) of the Plan exceeds the amount of Severance
Pay otherwise determined under Section 4.1 of the Plan, such greater amount
shall be payable to the Eligible Employee.

(i) Under the Schedule. As to each Eligible Employee who has an
Eligible Termination, Severance Pay will be granted to such Eligible Employee in
an amount equal to the product of the Eligible Employee's Week of Eligible
Compensation and the number of weeks determined in accordance with the following
schedule (with the result rounded up to the next higher $100 increment, unless
the result is already a multiple of $100):

---------------------------------------------------------------------
LEVEL OR GRADE AT THE
COMPANY
(OR ITS EQUIVALENT) NUMBER OF WEEKS
---------------------------------------------------------------------
Level 82 or Grade 5 52
---------------------------------------------------------------------
Level 84 or Grade 4 52
---------------------------------------------------------------------
Level 86 or Grade 3 or 2 52
---------------------------------------------------------------------

(ii) Discretionary Amount. As to each Eligible Employee who has an
Eligible Termination, the Company shall determine, in its sole discretion, the
amount of Severance Pay, if any, in addition to that provided under Section
4.2(i) of the Plan that shall be granted to an Eligible Employee, subject to the
following limitation: such additional Severance Pay shall not exceed the product
of the Eligible Employee's Week of Eligible Compensation and 26; provided,
however, that as to an Eligible Employee who is a level 82 or a grade 5, or a
level 84 or a grade 4 at the Company (or the equivalent of each such level or
grade as determined by the Company in its sole discretion) at the time of the
Eligible Termination, in the event that the Compensation Committee of the Board
has reserved this discretion to itself by means of a written resolution in
accordance with the requirements of the Company's by-laws and the Plan, such
determination shall be made in the sole discretion of the Compensation Committee

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of the Board; and provided further, however, that as to an Eligible Employee who
is a level 86 or a grade 3 or 2 at the Company (or the equivalent of such level
or grade as determined by the Company in its sole discretion) at the time of the
Eligible Termination, in the event that the Board has reserved this discretion
to itself by means of a written resolution, such determination shall be made in
the sole discretion of the Board.

4.3 Offsets and Maximum Amount of Severance Pay. Any Severance Pay
payable under Section 4.1 or Section 4.2 of the Plan, as the case may be, shall
be reduced by the following (with the result rounded up to the next higher $100
increment, unless the result is already a multiple of $100):

(i) as to any Eligible Employee who has attained eligibility for
an Additional Retirement Benefit under Article XXVII of the
Prudential Retirement Plan, the Base Amount of such
Additional Retirement Benefit as defined in Section 2704(a)
under the Prudential Retirement Plan;

(ii) any severance payment under the Prudential Severance Plan
and/or the Prudential Severance Plan for Executives;

(iii) as to any Eligible Employee who is employed in the
Alternative Dispute Resolution area of the Policyowner
Relations Division of Operations and Systems and has
received a completion bonus, the amount of such completion
bonus; and

(iv) any separation or other similar benefits of any kind from
the Company or any Affiliated Company or any plan or program
sponsored by the Company or any Affiliated Company
(including, but not limited to, any separation provisions
under an employment agreement and/or an offer letter);

for the same or a previous termination of employment, as determined by the
Company in its sole discretion; provided, however, that any such reduction will
not be made more than once under the Plan and under any other separation or
other similar benefits of any kind from the Company or any Affiliated Company or
any plan or program sponsored by the Company or any Affiliated Company
(including, but not limited to, the Prudential Severance Plan, the Prudential
Severance Plan for Executives and any separation provisions under an employment
agreement and/or an offer letter), as determined by the Company in its sole
discretion.

Notwithstanding anything to the contrary in the Plan, in no event, however, may
the Severance Pay granted to any Eligible Employee under the Plan (and under any
other plan or program of the Company and/or a Participating Company that
provides severance benefits, including, but not limited to, the Prudential
Severance Plan and/or the Prudential Severance Plan for Executives, as
determined by the Company in its sole discretion) for a given Eligible
Termination exceed the maximum permitted for employee welfare benefit

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plans such as the Plan under Section 2510.3-2(b)(1)(ii) of Title 29 of the Code
of Federal Regulations (or any successor thereto).

4.4 Reductions of Severance Pay. Any Severance Pay which the Company
may grant to an Eligible Employee may, in the sole discretion of the Company, be
reduced by any amounts owed by the Eligible Employee to the Company or the
Participating Company. The Eligible Employee's right to receive such Severance
Pay is conditioned upon his or her agreement to execute any documents deemed
necessary or appropriate by the Company to reduce the Severance Pay by any such
amounts owed.

4.5 Repayment of Severance Pay upon Rehire. If an Eligible Employee who
has incurred an Eligible Termination and been granted Severance Pay is rehired
by any Participating Company or Affiliated Company, the payment of Severance Pay
shall terminate immediately on the date of such rehire, and the Company may, in
its sole discretion, require the Eligible Employee to return any or all amounts
of Severance Pay that have been paid to the Eligible Employee.

4.6 Form of Payment of Severance Pay, and Taxes. Payment of any
Severance Pay will be made in a lump sum as soon as practicable after the date
of the Eligible Employee's Eligible Termination, but not sooner than after
receipt by the Company of a fully executed Agreement and General Release and the
exhaustion of any revocation period thereunder. The Participating Company shall
withhold from any payments made pursuant to the Plan such amounts as may be
required by federal, state or local law.

Section 5 - Interpretation and Administration

5.1 The Claims Committee shall administer the Plan (except as otherwise
provided in the Plan). The Company and/or the Claims Committee, as the case may
be, shall maintain such procedures and records as each deems necessary or
appropriate. The plan year for keeping the records of the Plan shall be the
calendar year. Notwithstanding anything in the Plan to the contrary, whenever
the Company takes any action under the Plan, it shall do so as an exercise of a
settlor function and shall not be acting as a fiduciary.

5.2 The Claims Committee, which shall be the Plan administrator, shall
have the exclusive right, power and authority to interpret, in its sole
discretion, any and all 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 Severance Pay arising under
the Plan. Any decision or action of the Company or the Claims Committee, as the
case may be, shall be conclusive and binding.

5.3 (a) Claims. All inquiries and claims respecting the Plan shall be
in writing directed to the Claims Committee at such address as may be specified
from time to time. In accordance with Section 5.4 of the Plan, the Claims
Committee may appoint itself, one or more of its number, or any employee in the
Human Resources Department

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of the Company to hear claims for benefits. In the case of a claim respecting
benefits paid or payable to an Eligible Employee, a written determination
granting or denying the claim shall be furnished to the claimant within 90 days
of the date on which the claim is filed. If special circumstances, including,
but not limited to, the advisability of a hearing, require a longer period, the
claimant will be notified in writing, prior to the expiration of the 90-day
period, of the reasons for an extension of time; provided, however, that no
extensions will be permitted beyond 90 days after expiration of the initial
90-day period. A denial or partial denial of a claim shall be dated and signed
by the Claims Committee and shall clearly set forth the following information:

(i) the specific reason or reasons for the denial;
(ii) specific reference to pertinent Plan provisions on which the
denial is based;
(iii) a description of any additional material or information necessary
for the claimant to perfect the claim and an explanation of why such material or
information is necessary; and
(iv) an explanation of the review procedure set forth in Section
5.3(b) of the Plan.

If no written determination is furnished to the claimant, then the claim shall
be deemed denied and the review procedure described in Section 5.3(b) of the
Plan will become available to the claimant.

(b) Appeals. A claimant may obtain review of an adverse benefit
determination by filing a written notice of appeal with the Appeals Committee
within sixty (60) days after the determination date or, if later, within sixty
(60) days after the receipt of a written notice denying the claim. Thereupon the
Appeals Committee shall appoint one or more persons in accordance with Section
5.4 of the Plan who shall conduct a full and fair review, which shall include
the appellant's right:

(i) to be represented by a spokesman;
(ii) to present a written statement of facts and of the appellant's
interpretation of any pertinent document, statute or regulation; and
(iii) to receive a prompt written decision clearly setting forth
findings of fact and the specific reasons for the decision written in a manner
calculated to be understood by the appellant and containing specific references
to pertinent Plan provisions on which the decision is based.

A decision shall be rendered no more than sixty (60) days after receipt of the
request for review, except that such period may be extended for an additional
sixty (60) days if the person or persons reviewing the appeal determine that
special circumstances, including, but not limited to, the advisability of a
hearing, require such extension. The Appeals Committee may appoint itself, one
or more of its number, or any other person or persons whether or not connected
with the Company to review an appeal, in accordance with Section 5.4 of the
Plan.

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(c) Claimants must follow the claims procedures described in Sections
5.3(a) and 5.3(b) of the Plan before taking action in any other forum regarding
a claim for benefits under the Plan. Any suit or legal action initiated by a
claimant under the Plan must be brought by the claimant no later than one year
following a final decision on the claim for benefits by the Claims Committee
(including the decision on any appeal of the claim by the Appeals Committee).
This one-year statute of limitations on suits for benefits shall apply in any
forum where a claimant initiates such suit or legal action.

5.4 The Company pursuant to action by the Executive Vice President of
Human Resources of the Company (or successor thereto), the Claims Committee and
the Appeals Committee shall each have the power to delegate their respective
responsibilities under the Plan to one or more of its members or officers, as
the case may be, or to employees or to other individuals or organizations, as
the case may be, by notifying them as to the duties and responsibilities
delegated. Each person to whom responsibilities are so delegated shall serve at
the pleasure of the entity or person making the delegation and, if an Employee,
without payment of additional compensation for such services. Any such person
may resign by delivering a written resignation to the entity or person that made
the delegation. Vacancies created by resignation, death or other cause may be
filled by the entity or person that made the delegation or the assigned
responsibility may be reassumed or redelegated by such entity or person.

Section 6 - Amendment and Termination

6.1 The Company shall have the right to amend or terminate the Plan in
any respect and at any time without notice, and may do so pursuant to a written
resolution of the Compensation Committee of the Board.

6.2 The Executive Vice President of Human Resources of the Company (or
successor thereto) or the Company's delegate or delegates appointed by such
officer in accordance with Section 5.4 of the Plan may, without approval of the
Compensation Committee of the Board, adopt the following: (a) minor amendments
to the Plan 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; and
(b) amendments to the provisions of the Plan that relate to eligibility and
Eligible Terminations, provided that each such amendment is deemed by him or her
to be necessary or advisable based on a review of the relevant facts and
circumstances and is consistent with the purposes of the Plan.

Section 7 - General Provisions

7.1 Eligible Employee's Rights Unsecured and Unfunded. The Plan at all
times shall be entirely unfunded. No assets of any Participating Company shall
be segregated or earmarked to represent the liability for benefits under the
Plan. The right of an Eligible Employee to receive a payment hereunder shall be
an unsecured claim against the general assets of the Participating Company that
was the employer of such Eligible

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Employee. All payments under the Plan shall be made from the general
assets of the Participating Company that was the most recent employer of the
Eligible Employee.

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

7.3 No Enlargement of Employee Rights. The existence of this Plan or
any payment of Severance Pay under the Plan shall not be deemed to constitute a
contract of employment between the Company or an Affiliated Company and any
Eligible Employee, nor shall it constitute a right to remain in the employ of
the Company or an Affiliated Company. Employment with the Company or an
Affiliated Company is employment-at-will and either party may terminate the
Employee's employment at any time, for any reason, with or without cause or
notice.

7.4 Non-Alienation Provision. Except as set forth in Section 4.4 of the
Plan, and subject to the provisions of applicable law, 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.

7.5 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.

7.6 Excess Payments. If compensation, years of service or any other
relevant fact relating to any person is found to have been misstated, the Plan
benefit payable by the Participating Company to an Eligible Employee shall be
the Plan benefit that 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 Participating Company or
withheld by it from any further amounts otherwise payable under the Plan.

7.7 Impact on Other Benefits. Amounts paid under the Plan shall not be
included in an Eligible Employee's compensation for purposes of calculating
benefits under any other plan, program or arrangement sponsored by the Company
or a Participating Company, unless such plan, program or arrangement expressly
provides that amounts paid under the Plan shall be included.

7.8 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

12


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.

7.9 Supersession. The Plan, along with the Prudential Severance Plan,
supersedes all statements, practices or policies, if any, with respect to
providing severance benefits to any Employee whose employment terminates on or
after June 16, 2000.

7.10 Effective Date. The Plan shall be effective as to Eligible
Terminations that occur on or after June 16, 2000, and the Plan as amended and
restated shall be effective as to Eligible Terminations that occur on or after
February 12, 2002.

IN WITNESS WHEREOF, The Prudential Insurance Company of America has
caused this restated Plan to be executed and adopted effective as of February
12, 2002.

THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA

Dated: August 9, 2002 By /s/ Sharon Taylor
--------------------------------------------
Sharon Taylor
Senior Vice President, Human Resources

13


Appendix A - Schedule under Section 4.1 of the Prudential Severance Plan for
Senior Executives

-------------------------------------------------------------------------
YEARS OF SERVICE* NUMBER OF WEEKS
-------------------------------------------------------------------------
1 OR LESS 6
-------------------------------------------------------------------------

2 6
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3 9
-------------------------------------------------------------------------

4 12
-------------------------------------------------------------------------

5 15
-------------------------------------------------------------------------

6 18
-------------------------------------------------------------------------

7 21
-------------------------------------------------------------------------

8 24
-------------------------------------------------------------------------

9 27
-------------------------------------------------------------------------

10 30
-------------------------------------------------------------------------

11 33
-------------------------------------------------------------------------

12 36
-------------------------------------------------------------------------

13 39
-------------------------------------------------------------------------

14 42
-------------------------------------------------------------------------

15 45
-------------------------------------------------------------------------

16 48
-------------------------------------------------------------------------

17 51
-------------------------------------------------------------------------

18 54
-------------------------------------------------------------------------

19 57
-------------------------------------------------------------------------

20 60
-------------------------------------------------------------------------

21 63
-------------------------------------------------------------------------

22 66
-------------------------------------------------------------------------

23 69
-------------------------------------------------------------------------

24 72
-------------------------------------------------------------------------

25 75
-------------------------------------------------------------------------

26 OR MORE 78
-------------------------------------------------------------------------

*Service is based on adjusted service date as defined in Section 402(e) of the
Prudential Retirement Plan, and rounded up to the next full year of service.

14


Appendix B - Special Rules Regarding Certain Terminations of Employment

Outsourcing of Certain Human Resources Departments or Functions

An Employee's involuntary termination of employment, effective in 2001,
2002 or 2003, from the Human Resources Department or from other
departments of a Participating Company as a result of the Exult
outsourcing of such Human Resources departments or functions, shall
constitute an Eligible Termination, provided that all other applicable
provisions of Section 2.11 have been satisfied (including, but not
limited to, Section 2.11(i) through (v) and Section 2.11(A) through
(G)) as determined by the Company in its sole discretion.

15