Exhibit 3.2


                                   BY-LAWS OF
                   THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
                       AS AMENDED AS OF SEPTEMBER 10, 2002


                                    ARTICLE I
                            MEETINGS OF SHAREHOLDERS

Section 1.  ANNUAL MEETINGS.

         The annual meeting of shareholders, for the election of directors and
for the transaction of such other business as may properly come before the
meeting, shall be held annually on the third Tuesday in June or on such other
date as the Board of Directors shall fix and shall be at such place and at such
time as the Board of Directors shall each year determine.

Section 2.  SPECIAL MEETINGS.

         Special meetings of shareholders for any purpose or purposes may be
called by the holders of not less than 10% of all shares entitled to vote at a
meeting of shareholders or by the Chairman of the Board, the Chief Executive
Officer, the President, or the Board and shall be held at such time and place as
may be determined by the Board.

Section 3.  NOTICE OF MEETINGS; WAIVER.

         3.1 The Secretary or any Assistant Secretary shall give written notice
of the place, date, and hour of each meeting of shareholders, the purpose or
purposes for which such meeting is called and by or at whose direction such
notice is being issued, either personally or by mail not fewer than ten or more
than sixty days before the meeting, to each shareholder of record entitled to
vote at the meeting. Written notice may also be given by telegram, courier
service or express mail service.

         3.2 No notice of any meeting of shareholders need be given to any
shareholder who submits a signed waiver of notice, in person or by proxy,
whether before or after the meeting or who attends the meeting, in person or by
proxy, without protesting prior to its conclusion the lack of notice of such
meeting.

Section 4.  QUORUM.

         Except as otherwise required by law or by the Charter, the holders of
at least a majority of the shares entitled to cast votes at a meeting shall
constitute a quorum at all meetings of the shareholders for the transaction of
business. In case a quorum shall not be present at a meeting, a majority of the
shareholders, present in person or by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until the requisite number of shares entitled to vote shall be present.
At any such adjourned meeting at which the requisite number of shares entitled




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to vote shall be represented, any business may be transacted which might have
been transacted at the meeting as originally noticed.

Section 5.  VOTING.

         Each shareholder shall be entitled to one vote, in person or by proxy,
for each share entitled to vote held by such shareholder. Except as otherwise
required by law, the Charter or these By-laws, any question brought before any
meeting of shareholders shall be decided by an affirmative vote of a majority of
the votes cast at the meeting of shareholders.

Section 6.  ACTION WITHOUT MEETING.

         Subject to the provisions of the New Jersey Business Corporation Act
("BCA"), any action required or permitted to be taken at a meeting of
shareholders by law or the Charter or the By-laws, may be taken without a
meeting if all the shareholders entitled to vote thereon consent thereto in
writing. Any action required or permitted to be taken at a meeting of
shareholders other than the annual election of directors may be taken without a
meeting, without prior notice and without a vote, upon the written consent of
shareholders who would have been entitled to cast the minimum number of votes
that would have been necessary to authorize such action at a meeting at which
all shareholders entitled to vote thereon were present and voting.

                                   ARTICLE II
                               BOARD OF DIRECTORS

Section 1. NUMBER, ELIGIBILITY AND TERM OF OFFICE.

         1.1 The number of directors who shall serve on the Board shall be no
less than 10 nor more than 24, as determined by the holders of the majority of
the issued and outstanding capital stock, or the Board. Unless N.J.S.A.
17:27A-4(d) is otherwise satisfied by the board of directors of a controlling
affiliate of the corporation, not less than one-third of the directors shall be
directors ("Outside Directors") who are not officers or employees of the
corporation or of any entity controlling, controlled by or under common control
with the corporation and who are not beneficial owners of a controlling interest
in the voting securities of the corporation or any such entity.

         1.2 Each director currently holding office shall continue in office
until such director's successor has been elected and shall qualify (subject to
prior death, resignation or retirement, or removal from office, with or without
cause, in accordance with the Charter). The directors shall be elected at each
annual meeting of shareholders to hold office until the next annual meeting of
shareholders. Each qualified director shall hold office until the expiration of
the term for which he or she is elected and until such director's successor has
been elected and qualified, or until his or her earlier death, resignation,
retirement or removal from office.



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         1.3 Any vacancy in the Board may be filled by the shareholders or a
majority (whether or not a quorum) of the directors remaining in office and any
person elected to fill a vacancy shall hold office for the remainder of the
unexpired term of the director so replaced.

         1.4 Any director, or any member of any committee of the Board, may
resign at any time by giving written notice to the Board, the Chairman of the
Board or the Chief Executive Officer, President or Secretary of the corporation.
Any such resignation shall take effect at the time specified therein, or if the
time is not specified therein, then upon receipt thereof. The acceptance of such
resignation shall not be necessary to make it effective.

Section 2. MEETINGS.

         2.1 Regular meetings of the Board shall be held at such place or
places, on such date or dates and at such time or times as shall have been
established by the Board and publicized among all directors. A notice of each
regular meeting shall not be required. Such meetings shall occur no less
frequently than four times each year.

         2.2 Special meetings may be called by the direction of the Chairman of
the Board, Chief Executive Officer or the President, and shall be called
whenever three directors shall request of any of them in writing that it be
done, but no business shall be considered at a special meeting except that
referred to in the notice of meeting, without the consent of a majority of the
members of the Board.

         2.3 Notice of all special meetings of the Board shall be given to each
director either in writing by mail not less than forty-eight (48) hours before
the date of the meeting, by telephone, facsimile or telegram on twenty-four (24)
hours notice, or on such shorter notice as the person or persons calling such
meeting may deem necessary or appropriate in the circumstances.

         2.4 Any director may participate in a meeting of the Board or any
committee thereof by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
one another at the same time, and such participation shall constitute presence
in person at such meeting

         2.5 Any action required or permitted to be taken by the Board or any
committee thereof may be taken without a meeting if all members of the Board or
such committee, as the case may be, consent in writing to the adoption of a
resolution authorizing the action and such written consents and resolution are
filed with the minutes of the Board or such committee, as the case may be.

Section 3. QUORUM.



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         A majority of the members of the entire Board shall constitute a quorum
for the transaction of business, but a lesser number may adjourn from time to
time until a quorum is present. Unless N.J.S.A. 17:27A-4(d) is otherwise
satisfied by the board of directors of a controlling affiliate of the
corporation, at least one Outside Director shall be included in the quorum for
the transaction of business at meetings of the Board. The acts of a majority of
directors present at a meeting at which a quorum is present shall be the acts of
the Board unless otherwise provided in the BCA.

Section 4.  CHAIRMAN OF THE BOARD.

         The Board may elect a Chairman. The Chairman of the Board shall preside
at all regular and special meetings of the Board, or in his or her absence or
inability to act, meetings shall be presided over by such other director as the
Board may designate.

                                   ARTICLE III
                                   COMMITTEES

Section 1.  ESTABLISHMENT OF COMMITTEES.

         1.1 At any regular or special meeting called for the purpose, the
Board, by resolution adopted by a majority of the entire Board, may designate
from among its members committees, each of which, to the extent provided in the
resolution establishing such committee, shall have all the authority of the
Board relating to the portions of the business and affairs of the corporation
which are under its control and supervision, except that no such committee shall
have authority as to the following matters:

          a)   The election or appointment of any director.

          b)   The removal of any officer or director of the corporation.

          c)   The fixing of compensation of the directors for serving on the
               Board or any committee.

          d)   The amendment or repeal of the By-laws, or the adoption of any
               By-laws.

          e)   The amendment or repeal of any resolution of the Board which by
               its terms is amendable or repealable only by the Board, or

          f)   The submission to shareholders of any action that requires
               shareholders' approval.

         1.2 Unless N.J.S.A. 17:27A-4(d) is otherwise satisfied by a committee
or committees of the board of directors of a controlling affiliate of the
corporation, the Board shall establish one or more committees comprised solely
of Outside Directors to perform the following functions:



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          a)   Recommending the selection of independent certified public
               accountants,

          b)   Reviewing the corporation's financial condition, and the scope
               and results of the independent audit and any internal audit,

          c)   Nominating candidates for director for election by shareholders,

          d)   Evaluating the performance of officers deemed to be principal
               officers of the corporation, and

          e)   Recommending to the Board the selection and compensation,
               including bonuses or other special payment, of the principal
               officers.

Section 2.  CONDUCT OF COMMITTEE MEETINGS.

         2.1 All committees shall consist of three or more directors. The Board
may designate one or more directors as alternate members of any such committee,
who may replace any absent member or members at any meeting of such committee.

         2.2 A majority of the members of a committee shall constitute a quorum
for the transaction of business. No committee shall sit in the absence of a
quorum.

         2.3 All meetings of committees shall be held on notice given personally
or in writing to each member thereof. Written notice may be given by mail,
telegram, courier service or express mail service. Waiver of notice of any
meeting shall be in writing and may be given before or after a meeting. A
director's attendance at a meeting without protesting prior thereto or at its
commencement the lack of notice to him or her shall constitute waiver of such
notice.

         2.4 The vote of a majority of the members present at any meeting of any
committee at the time of vote, if a quorum is present at such time, shall be the
act of such committee. All actions of each committee shall be reported to the
Board and shall, except in cases in which the rights or acts of third parties
would be affected, be subject to the direction of the Board.

         2.5 Unless N.J.S.A. 17:27A-4(d) is otherwise satisfied by the
committees of the board of directors of a controlling affiliate of the
corporation, at least one-third of the members of every committee shall be
Outside Directors, and an Outside Director shall be included in the quorum for
the transaction of business at any meeting of any committee.

                                   ARTICLE IV
                                    OFFICERS

         The officers of the corporation shall be a President, Secretary,
Company Actuary and Treasurer, all of whom shall be elected by the Board and who
shall hold office,



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subject to the By-laws, until their successors are elected and qualified. In
addition, the Board may elect a Chief Executive Officer and such other officers
as the Board may deem advisable. All other officers, including those who are
named for signatory purposes only, shall be appointed by an officer of the
corporation designated by the Board for that purpose. None of the officers of
the corporation need be directors. The officers shall be elected at the first
meeting of the Board after the annual meeting of shareholders, or may be elected
at other times. One person may hold two or more offices, except that the offices
of President and Secretary or Assistant Secretary may not be held by the same
person. Vacancies occurring among the officers may be filled by the directors.
Any officer may be removed by the Board, with or without cause, at any time.

         The Chief Executive Officer or the President shall be the chief
executive officer of the corporation, as the Board from time to time shall
determine. Subject to the control of the Board, and to the extent not otherwise
prescribed by these by-laws, the chief executive officer shall have plenary
power over all departments, officers, employees, and agents of the corporation,
and shall be responsible for the general management and direction of all the
business and affairs of the corporation.

                  The other officers shall exercise such powers and perform such
duties as may be delegated or assigned to or required of them by the Board of
Directors or the chief executive officer.

                                    ARTICLE V
                     COMPENSATION OF OFFICERS AND DIRECTORS

         Salaries, compensation, or emoluments paid to any senior officer or
director of the corporation shall be approved by the Board in accordance with
N.J.S.A. 17B:18-51 and N.J.S.A.17B:18-52 of the New Jersey Statutes. Such
compensation decisions shall be reviewed further by one of the committees
referred to in Article III, Section 1.2 above or a comparable committee of the
board of directors of the direct or ultimate parent of the corporation, to the
extent required by N.J.S.A. 17:27A-4 of the New Jersey Statutes.





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                                   ARTICLE VI
                                    CONTRACTS

         Except as provided in the following sentence, the Chief Executive
Officer, the President, and any one of the Vice Presidents (however denominated)
shall have power to execute on behalf of the corporation all investments, deeds,
contracts, and other corporate acts and papers.

         Either the Chief Executive Officer and the Secretary or the President
and the Secretary shall, except as otherwise provided in the following sentence,
execute all contracts of insurance and annuity either by signing such contracts
manually or by facsimile signatures duly adopted by each of them for that
purpose with the approval of the Board of Directors. The Board of Directors, in
its discretion, may authorize the execution in the same manner of any such
contracts issued out of any office outside the United States of America by the
proper officers of such office. If any officer whose manual or facsimile
signature has been placed upon any instrument shall have ceased to be such
officer before such instrument is issued and delivered by the corporation, it
may be issued and delivered with the same effect as if he or she had been such
officer at the time of its issue.

                                   ARTICLE VII
                                 INDEMNIFICATION

Section 1. POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS OTHER THAN THOSE
BY OR IN THE RIGHT OF THE CORPORATION.

         Subject to Section 3 of this Article VII, the corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative, arbitrative or investigative, including any
appeal thereof, (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director or officer of the
corporation or Another Enterprise (hereinafter defined), against expenses
(including reasonable costs, disbursements and attorneys' fees), judgments,
fines, penalties and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person
acted in a manner such person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, such person had no reasonable cause to believe his or her conduct
was unlawful; provided, however, that no indemnification shall be made in
respect of any claim, issue or matter if a judgment or final adjudication
adverse to such person establishes that his or her acts or omissions i) were in
breach of his or her duty of loyalty to the corporation or its shareholder as
defined in Subsection (3) of Section 14A:2-7 of the BCA, ii) were not in good
faith or involved a knowing violation of law or iii) resulted in receipt by such
person of an improper personal benefit. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO
CONTENDERE or its equivalent, shall not, of itself, create a



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presumption that such person did not act in good faith and in a manner which
such person reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.

Section 2. POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY OR IN THE
RIGHT OF THE CORPORATION.

         Subject to Section 3 of this Article VII, the corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit (whether civil, criminal,
administrative, arbitrative or investigative) by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director or officer of the corporation or Another Enterprise,
against expenses (including reasonable costs, disbursements and attorneys'
fees), judgments, fines, penalties and amounts paid in settlement actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation; provided, however, that no indemnification shall be made in respect
of any claim, issue or matter if a judgment or final adjudication adverse to
such person establishes that his or her acts or omissions i) were in breach of
his or her duty of loyalty to the corporation or its shareholders, as defined in
Subsection (3) of Section 14A: 2-7 of the BCA, ii) were not in good faith or
involved a knowing violation of law or iii) resulted in receipt by such person
of an improper personal benefit. Notwithstanding the preceding sentence, no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Superior Court of the State of New Jersey
or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Superior Court or such other court shall
deem proper.

Section 3.  AUTHORIZATION OF INDEMNIFICATION.

         Any indemnification under Section 1 of this Article VII and, unless
ordered by a court, under Section 2 of this Article VII, shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the circumstances,
because such person has met the applicable standard of conduct set forth in
Section 1 or Section 2 of this Article VII, as the case may be. With respect to
directors or officers of the level of Senior Vice President or above, such
determination shall be made (i) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a quorum, or
(ii) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (iii) by the sole shareholder
of the corporation. With respect to officers below the level of Senior Vice
President, such determination may be made by the



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General Counsel of the corporation, or his or her designees. To the extent,
however, that a director or officer of the corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding described
in Sections 1 and 2 of this Article VII, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
reasonable costs, disbursements and attorneys' fees) actually and reasonably
incurred by such person in connection therewith, without the necessity of
authorization in the specific case.

Section 4.  GOOD FAITH DEFINED.

         For purposes of any determination under Section 3 of this Article VII,
a person shall be deemed to have acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation, or, with respect to any criminal action or proceeding, to have had
no reasonable cause to believe his or her conduct was unlawful, if and to the
extent such person's action is based upon

         o the financial statements, books of account or reports of the
corporation or Another Enterprise represented to such person to be correct by
the President, the officer of the corporation or Another Enterprise having
charge of its books of account, or, in the case a director, the person presiding
at a meeting of the Board of Directors, or

         o on information supplied to such person by the officers of the
corporation or Another Enterprise in the course of their duties, or

         o on the advice of legal counsel for the corporation or Another
Enterprise, or

         o on information or records given or reports made to the corporation or
Another Enterprise by an independent certified public accountant or by an
appraiser or other expert selected with reasonable care by the corporation or
Another Enterprise, provided such person had a reasonable good faith belief in
the accuracy of the above described statements, books, records, information,
advice, or reports. The provisions of this Section 4 shall not be deemed to be
exclusive or to limit in any way the circumstances in which a person may be
deemed to have met the applicable standard of conduct set forth in Section 1 or
2 of this Article VII, as the case may be.

Section 5.  EXPENSES PAYABLE IN ADVANCE.

         The reasonable expenses incurred by a director or officer in defending
or investigating a threatened or pending action, suit or proceeding shall be
paid by the corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking (reasonably satisfactory to the
corporation) by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in this Article VII; provided,
however, that with respect to officers of the corporation, the Board of
Directors or General Counsel may in any instance require as a condition to such
advancements that the proposed indemnitee cooperate with an investigation to be



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conducted at the corporation's expense, by an independent nationally recognized
law firm selected by the corporation, and that such law firm render an opinion
that, based on its investigation, the firm has concluded that it is more likely
than not that the proposed indemnitee will meet the standard for indemnification
in connection with the matter for which advancements are sought as set forth in
Section 1 or 2 of this Article VII, as the case may be.

Section 6.  NONEXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.

         The indemnification and advancement of expenses provided by or granted
pursuant to this Article VII shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under the Charter or any By-Law, agreement, contract, vote of
shareholders or disinterested directors or pursuant to the direction (howsoever
embodied) of any court of competent jurisdiction or otherwise, both as to action
in such person's official capacity and as to action in another capacity while
holding such office. The provisions of this Article VII shall not be deemed to
preclude the indemnification of any person who is not specified in Section 1 or
2 of this Article VII but whom the corporation has the obligation to indemnify
under the provisions - of the BCA, or otherwise.

Section 7.  INSURANCE.

         The corporation may purchase and maintain insurance on behalf of any
person who is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of Another Enterprise against any expenses incurred in any proceeding and
liabilities asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
corporation would have the power or the obligation to indemnify such person
against such liability under the provisions of this Article VII.

Section 8.  CERTAIN DEFINITIONS.

         For purposes of this Article VII, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors or officers so that any person who is or
was a director or officer of such constituent corporation, or is or was a
director or officer of such constituent corporation serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
Another Enterprise, shall stand in the same position under the provisions of
this Article VII with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its separate
existence had continued. For the purposes of this Article VII, the term "Another
Enterprise" shall mean any other corporation or any partnership, joint venture,
trust, employee benefit plan or other enterprise of which such



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person is or was serving at the request of the corporation as a director,
officer, employee or agent. For purposes of this Article VII, references to
"fines" shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee or agent
of the corporation which imposes duties on, or involves services by, such
director or officer with respect to an employee benefit plan, its participants
or beneficiaries; and a person who acted in good faith and in a manner such
person reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this Article VII.

Section 9. SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.

         The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article VII shall, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be a director, officer,
or employee and shall inure to the benefit of the heirs, executors and
administrators of such a person.

Section 10.  LIMITATION ON INDEMNIFICATION.

         Notwithstanding anything contained in this Article VII to the contrary,
the corporation shall not be obligated to indemnify any director or officer (or
his or her heirs, executors or personal or legal representatives) or advance
expenses in connection with a proceeding (or part thereof) initiated by such
person unless such proceeding (or part thereof) was authorized or consented to
by the Board of Directors of the corporation.

Section 11. INDEMNIFICATION OF AGENTS AND EMPLOYEES.

         The corporation may, to the extent authorized from time to time by the
Board of Directors, provide rights to indemnification and to the advancement of
expenses to employees and agents of the corporation similar to those conferred
in this Article VII to directors or officers of the corporation.






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                                  ARTICLE VIII
                                   AMENDMENTS

         The By-laws may be altered or repealed and new By-laws may be made by
vote of the sole shareholder of the corporation. The Board of Directors may also
alter or repeal the By-laws and make new By-laws at any meeting of the Board of
Directors; provided, however, that the sole shareholder is given prior written
notice of the proposed alteration, repeal or addition to the By-laws. Any
By-laws made by the Board of Directors may be altered or repealed, and new
By-laws made, by the sole shareholder of the corporation.

                                   ARTICLE IX
                              CONFLICTING INTERESTS

         No director, officer or employee of the corporation shall have any
position with or substantial interest in any other business enterprise operated
for a profit (other than Prudential Financial, Inc. or any affiliate or
subsidiary, direct or indirect, of either the corporation or Prudential
Financial, Inc.) the existence of which would conflict or might reasonably be
supposed to conflict with the proper performance of his or her responsibilities
to the corporation, or which might tend to affect his or her independence of
judgment with respect to transactions between the corporation and such other
business enterprise.

                                    ARTICLE X
                                  MISCELLANEOUS

Section 1.  CERTIFICATES.

         The shares of the corporation shall be represented by certificates
signed by, or in the name of the corporation by one of the Chairman of the
Board, the President or a Vice President and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary.

Section 2.  FISCAL YEAR.

         The fiscal year of the corporation shall end on December 31.







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