M FUND, INC.

PARTICIPATION AGREEMENT

With

PRUCO LIFE INSURANCE COMPANY

        THIS AGREEMENT, made and entered into this 22^nd day of May, 2001, by and among M Fund, Inc., a corporation organized and existing under the laws of the State of Maryland (the Fund), M Financial Investment Advisers, Inc., a corporation organized and existing under the laws of the State of Colorado (the Adviser) and Pruco Life Insurance Company, a life insurance company organized and existing under the laws of the State of Arizona (the Company), on its own behalf and on behalf of each separate account of the Company identified herein.

        WHEREAS, the Fund is a series-type mutual fund offering shares of beneficial interest (the Fund shares) consisting of one or more series (Series) of shares (Series shares), each such Series share representing an interest in a particular managed portfolio of securities and other assets; and

        WHEREAS, the Fund was established for the purpose of serving as an investment vehicle for insurance company separate accounts supporting variable annuity contracts and variable life insurance policies to be offered by insurance companies; and

        WHEREAS, the Company desires that the Fund serve as an investment vehicle for certain separate account(s) of the

Company;

        NOW, THEREFORE, in consideration of their mutual promises, the Fund, the Adviser, and the Company agree as follows:

ARTICLE I. Additional Definitions

    1.1.        Account each separate account of the Company described more specifically in Schedule 1 to this Agreement (as may be amended from time to time).

    1.2.        Business Day each day that the Fund is open for business as provided in the Fund Prospectus.

    1.3.        Code the Internal Revenue Code of 1986, as amended.

    1.4.        Contracts the class or classes of variable annuity contracts and variable life insurance policies issued by the Company and described more specifically on Schedule 1 to this Agreement (as may be amended from time to time).

    1.5.        Contract Owners the owners of the Contracts, as distinguished from all Product Owners.

    1.6.        NASD National Association of Securities Dealers, Inc.

    1.7.        Participating Account a separate account investing all or a portion of its assets in the Fund, including the Account.

    1.8.        Participating Insurance Company any insurance company investing in the Fund on its behalf or on behalf of a Participating Account, including the Company.

    1.9.        Products variable annuity contracts and variable life insurance policies supported by Participating Accounts investing assets attributable thereto in the Fund, including the Contracts.

    1.10.        Product Owners owners of Products, including Contract Owners.

    1.11.        Prospectus with respect to the Fund shares, each version of the definitive prospectus therefor or supplement thereto filed with the SEC pursuant to Rule 497 under the 1933 Act. With respect to any provision of this Agreement requiring a party to take action in accordance with a Prospectus, such reference thereto shall be deemed to be to the version last so filed prior to the taking of such action. For purposes of Section 4.6 and Article VIII, the term Prospectus shall include any statement of additional information incorporated therein.

    1.12.        Registration Statement with respect to the Fund shares, the registration statement filed with the SEC to register the securities issued thereby under the 1933 Act, or the most recently filed amendment thereto, in either case in the form in which it was declared or became effective. The Fund Registration Statement was filed on Form N-1A (File No. 33-95472).

    1.13.        1940 Act Registration Statement the registration statement filed with the SEC to register such person as an investment company under the 1940 Act, or the most recently filed amendment thereto. The Fund 1940 Act Registration Statement was filed on Form N-1A (File No. 811-9082).

    1.14.        Statement of Additional Information with respect to the Fund, each version of the definitive statement of additional information or supplement thereto filed with the SEC pursuant to Rule 497 under the 1933 Act.

    1.15.        SEC the Securities and Exchange Commission.

    1.16.        1933 Act the Securities Act of 1933, as amended.

    1.17.        1940 Act the Investment Company Act of 1940, as amended.

ARTICLE II. Sale of Fund Shares

        2.1 The Fund shall make shares of those Series listed on Schedule 2 to this Agreement available for purchase by the Company on its own behalf or on behalf of the Account, such purchases to be effected at net asset value in accordance with Section 2.3 of this Agreement. Notwithstanding the foregoing, (i) Fund Series in existence now or that may be established in the future and not listed on Schedule 2 will be made available to the Company only as the Adviser may so provide, and (ii) the Board of Directors of the Fund (the Fund Board) may suspend or terminate the offering of Fund shares of any Series or class thereof, if such action is required by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Fund Board acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, suspension or termination is necessary or in the best interests of the shareholders of any Series (it being understood that shareholders for this purpose shall mean Product Owners).

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