FUND PARTICIPATION AGREEMENT



                          PRUCO LIFE INSURANCE COMPANY,



                             AMERICAN SKANDIA TRUST,



                   AMERICAN SKANDIA INVESTMENT SERVICES, INC.,



                           PRUDENTIAL INVESTMENTS LLC,



                        AMERICAN SKANDIA MARKETING, INC.



                                       AND



                  PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC



                                   MAY 1, 2005



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                                TABLE OF CONTENTS

{TABLE}

{S}                                                                                                         {C}

ARTICLE I.      Sale of Fund Shares.....................................................................     4



ARTICLE II.     Representations and Warranties..........................................................     8



ARTICLE III.    Prospectuses and Proxy Statements; Voting...............................................    12



ARTICLE IV.     Sales Material and Information..........................................................    14



ARTICLE V.      Fees and Expenses.......................................................................    16



ARTICLE VI.     Diversification and Qualification.......................................................    16



ARTICLE VII.    Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order .......    19



ARTICLE VIII.   Indemnification ........................................................................    22



ARTICLE IX.     Applicable Law..........................................................................    27



ARTICLE X.      Termination.............................................................................    27



ARTICLE XI.     Notices.................................................................................    30



ARTICLE XII.    Miscellaneous...........................................................................    30



SCHEDULE A      Expenses................................................................................    35



SCHEDULE B      Diversification Compliance Report and Certification.....................................    39

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                             PARTICIPATION AGREEMENT



                                      Among



                          PRUCO LIFE INSURANCE COMPANY,



                             AMERICAN SKANDIA TRUST,



                   AMERICAN SKANDIA INVESTMENT SERVICES, INC.,



                           PRUDENTIAL INVESTMENTS LLC,



                        AMERICAN SKANDIA MARKETING, INC.



                                       and



                  PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC



      THIS AGREEMENT, made and entered into as of this 1st day of May, 2005, by

and among PRUCO LIFE INSURANCE COMPANY (the "Company"), an Arizona life

insurance company, on its own behalf and on behalf of its separate accounts (the

"Accounts"); AMERICAN SKANDIA TRUST, an open-end management investment company

organized under the laws of Massachusetts (the "Fund"); AMERICAN SKANDIA

INVESTMENT SERVICES, INC., a Connecticut corporation ("ASISI"); PRUDENTIAL

INVESTMENTS LLC ("PI," and collectively with ASISI, the "Advisers" and each an

"Adviser"), AMERICAN SKANDIA MARKETING, INC., a Delaware corporation ("ASM");

and PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC, a Delaware limited liability

company ("PIMS," and collectively with ASM, the "Distributors" and each a

"Distributor").



      WHEREAS, the Fund engages in business as an open-end management investment

company and is available to act as the investment vehicle for separate accounts

established for variable life insurance policies and/or variable annuity

contracts (collectively, the "Variable Insurance Products") to be offered by

insurance companies, many of which have entered into



                                       2



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participation agreements similar to this Agreement (hereinafter "Participating

Insurance Companies"); and



      WHEREAS, the beneficial interest in the Fund is divided into several

series of shares, each designated a "Portfolio" and representing the interest in

a particular managed portfolio of securities and other assets; and



      WHEREAS, the Fund has obtained an order from the Securities and Exchange

Commission (hereinafter the "SEC"), dated August 1, 1995 (File No. 812-9384),

granting Participating Insurance Companies and variable annuity and variable

life insurance separate accounts exemptions from the provisions of sections

9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended,

(hereinafter the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15)

thereunder, to the extent necessary to permit shares of the Fund to be sold to

and held by variable annuity and variable life insurance separate accounts of

life insurance companies that may or may not be affiliated with one another and

qualified pension and retirement plans ("Qualified Plans") (hereinafter the

"Mixed and Shared Funding Exemptive Order"); and



      WHEREAS, the Fund is registered as an open-end management investment

company under the 1940 Act and shares of the Portfolio(s) are registered under

the Securities Act of 1933, as amended (hereinafter the "1933 Act"); and



      WHEREAS, each Adviser is duly registered as an investment adviser under

the Investment Advisers Act of 1940, as amended; and



      WHEREAS, each Distributor is duly registered as a broker-dealer under the

Securities Exchange Act of 1934, as amended, (the "1934 Act") and is a member in

good standing of the National Association of Securities Dealers, Inc. (the

"NASD"); and



                                       3



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      WHEREAS, the Company has issued and plans to continue to issue certain

variable life insurance policies and variable annuity contracts supported wholly

or partially by the Accounts (the "Contracts"); and



      WHEREAS, each Account is a duly organized, validly existing segregated

asset account, established by resolution of the Board of Directors of the

Company under the insurance laws of the State of Arizona, to set aside and

invest assets attributable to the Contracts; and



      WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Company intends to continue to purchase shares in the

Portfolios on behalf of the Accounts to fund the Contracts, and the Fund is

authorized to sell such shares to unit investment trusts such as the Accounts at

net asset value; and



      WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Company also intends to continue to purchase shares in other

open-end investment companies or series thereof not affiliated with the Fund

(the "Unaffiliated Funds") on behalf of the Accounts to fund the Contracts; and



      WHEREAS, the parties wish to enter into a written agreement governing the

arrangement already existing among the parties.



      NOW, THEREFORE, in consideration of their mutual promises, the Company,

the Fund, the Distributors and the Advisers agree as follows:



ARTICLE I. Sale of Fund Shares



      1.1. The Fund agrees to sell to the Company those shares of the Portfolios

which the Account orders, executing such orders on each Business Day at the net

asset value next computed after receipt by the Fund or its designee of the order

for the shares of the Portfolios. For purposes of this Section 1.1, the Company

shall be the designee of the Fund for receipt of such orders and



                                       4



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receipt by such designee shall constitute receipt by the Fund, provided that the

Fund receives notice of any such order by 10:00 a.m. Eastern time on the next

following Business Day. "Business Day" shall mean any day on which the New York

Stock Exchange is open for trading and on which the Portfolio calculates its net

asset value pursuant to the rules of the SEC. "Valuation Time" shall mean the

time as of which the Fund calculates net asset value for the shares of the

Portfolios on the relevant Business Day.



      1.2. The Fund agrees to make shares of the Portfolios available for

purchase at the applicable net asset value per share by the Company and the

Accounts on those days on which the Fund calculates its Portfolios' net asset

value pursuant to rules of the SEC, and the Fund shall calculate such net asset

value on each day which the New York Stock Exchange is open for trading.

Notwithstanding the foregoing, the Fund may refuse to sell shares of any

Portfolio to any person, or suspend or terminate the offering of shares of any

Portfolio if such action is required by law or by regulatory authorities having

jurisdiction or is, in the sole discretion of the Fund acting in good faith,

necessary or appropriate in the best interests of the shareholders of such

Portfolio. All orders accepted by the Company shall be subject to the terms of

the then current prospectus of the Fund. The Company shall use its best efforts,

and shall reasonably cooperate with, the Fund to enforce stated prospectus

policies regarding transactions in Portfolio shares. The Company acknowledges

that orders accepted by it in violation of the Fund's stated policies may be

subsequently revoked or cancelled by the Fund and that the Fund shall not be

responsible for any losses incurred by the Company or the Contract owner as a

result of such cancellation. In addition, the Company acknowledges that the Fund

has the right to refuse any purchase order for any reason, particularly if the

Fund determines that a Portfolio would be unable to invest the money effectively

in accordance with its investment policies or would otherwise be adversely

affected due to the size of the transaction, frequency of trading, or other

factors.



      1.3. The Fund will not sell shares of the Portfolios to any other

Participating Insurance Company separate account unless an agreement containing

provisions the substance of which are



                                       5



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the same as Sections 2.1, 2.2 (except with respect to designation of applicable

law), 3.5, 3.6, 3.7, and Article VII of this Agreement is in effect to govern

such sales.

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