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
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