The Board of Directors has appointed PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") as the Company's independent auditors for 2002. We are not required to have the shareholders ratify the selection of PricewaterhouseCoopers as our independent auditors. We are doing so, because we believe it is a matter of good corporate practice. If the shareholders do not ratify the selection, the Board of Directors and the Audit Committee will reconsider whether or not to retain PricewaterhouseCoopers but may retain such independent auditors. Even if the selection is ratified, the Board of Directors and the Audit Committee in their discretion may change the appointment at any time during the year if they determine that such a change would be in the best interests of Prudential Financial and its shareholders. Representatives of PricewaterhouseCoopers are expected to be present at the Annual Meeting with an opportunity to make a statement if they desire to do so and to be available to respond to appropriate questions.

The following is a summary of all fees paid to PricewaterhouseCoopers in 2001.

Audit Fees

The aggregate fees for professional services rendered by PricewaterhouseCoopers for the audit of Prudential Financial's annual financial statements for the fiscal year ended December 31, 2001 were $16,300,000.

Financial Information Systems Design and Implementation Fees

The aggregate fees for services rendered by PricewaterhouseCoopers during 2001 for information technology services relating to financial information systems design and implementation were $2,166,000.

All Other Fees

The aggregate fees for all other services rendered by PricewaterhouseCoopers for the most recent fiscal year were $45,587,000. Included within this total amount are the following items:

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$17,748,000 related to audits of the statutory financial statements of Prudential Insurance and the financial statements of certain of the Company's subsidiaries, services related to filings of registration statements, audits of employee benefit plans and SAS 70 reports (special purpose reports on the internal controls of service organizations), as well as tax compliance and return preparation services;



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$18,958,000 for non-recurring services rendered in conjunction with Prudential Financial's acquisition of Gibraltar Life, including due diligence assistance, assistance in converting to United States generally accepted accounting principles and consulting on financial processing improvements;



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$6,319,000 for non-recurring services rendered in support of the demutualization of Prudential Insurance; and



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$2,562,000 for other consulting services.

The Audit Committee has advised Prudential Financial that in its opinion the non-audit services rendered by PricewaterhouseCoopers during the most recent fiscal year are compatible with maintaining their independence.

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