The Board of Directors has established various committees to assist in discharging its duties, including standing Audit, Compensation and Corporate Governance committees. The primary responsibilities of each of the standing committees of Prudential Financial's Board of Directors are set forth below, together with their membership in 2001 and as of the date hereof. We have noted in parentheses with respect to each committee the number of meetings that the analogous committee of Prudential Insurance held during the year.

Audit Committee

Members: Directors Vagelos (Chair), Van Ness, Kelley, Staheli, Schmertz, Becker and Unruh.

Number of Meetings in 2001: 4 (8)

The primary purpose of the Audit Committee, which consists solely of independent directors as defined by the rules of the New York Stock Exchange, is to assist the Board of Directors in its oversight of the Company's accounting and financial reporting processes, the adequacy of the systems of internal control established by management and the Company's financial statements and the independent audit thereof. Among other things the Audit Committee:

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Recommends to the Board of Directors the annual appointment of independent auditors and evaluates their independence and performance;



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Reviews the audit plans for and results of the independent audit and internal audits; and



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Reviews reports related to processes established by management to provide compliance with legal and regulatory requirements.

Business Ethics Committee

Members: Directors Van Ness (Chair), Davis, Cullen, Gray, Casellas and Ryan.

Number of Meetings in 2001: 2 (2)

The primary responsibility of the Business Ethics Committee is:

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Overseeing the Company's ethics statement and conflicts of interest policies.

Compensation Committee

Members: Directors Thomson (Chair), Hiner, Davis, Cullen, Staheli and Horner.

Number of Meetings in 2001: 3 (6)

The primary responsibilities of the Compensation Committee are:

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Overseeing and taking actions with respect to the promotion and compensation of senior management and the human resources policies of Prudential Financial, including its salary and benefits policies; and



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Overseeing executive succession planning.

Corporate Governance Committee

Members: Directors Gray (Chair), Agnew, Becker, Horner, Vagelos, Volcker and Unruh.

Number of Meetings in 2001: 1 (2)

The primary responsibilities of the Corporate Governance Committee are:

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Making recommendations to the Board regarding corporate governance issues and practices, nominations for elections of Directors, the composition of standing committees and the appointment of chairpersons for any committee of the Board.

The Corporate Governance Committee considers recommendations for Board nominations from many sources, including shareholders. If a shareholder would like to bring such a recommendation to the Committee's attention, he or she should submit the name and biographical information to Prudential Financial's Secretary at 751 Broad Street, Newark, New Jersey 07102.

Executive Committee

Members: Directors Thomson (Chair), Vagelos, Volcker, Malkiel, Gray, Van Ness and Ryan.

Number of Meetings in 2001: 0 (0)

The primary responsibility of the Executive Committee is:

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Between meetings of the Board, to exercise the corporate powers of the corporation except for those powers reserved to the Board of Directors by the By-laws or otherwise.

Finance Committee

Members: Directors Volcker (Chair), Gilmour, Sitter, Agnew, Malkiel, Hanson and Ryan.

Number of Meetings in 2001: 4 (9)

The primary responsibilities of the Finance Committee are:

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Overseeing and taking actions with respect to the capital structure of Prudential Financial, including borrowing levels, subsidiary structure, major capital expenditures and funding of the pension plan.

Investment Committee

Members: Directors Malkiel (Chair), Gilmour, Hanson, Sitter, Casellas and Ryan.

Number of Meetings in 2001: 3 (8)

The primary responsibilities of the Investment Committee are:

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Periodically receiving reports from management relating to and overseeing the acquisition, management and disposition of invested assets;



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Reviewing the investment performance of the pension plan and funded employee benefit plans; and



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Periodically receiving reports from management on investment risks and exposures, as well as the investment performance of products and accounts managed on behalf of third parties.

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