JANUS ASPEN SERIES



                          FUND PARTICIPATION AGREEMENT

                                (SERVICE SHARES)



       THIS AGREEMENT is made this 28th day of April 2000, between JANUS ASPEN

SERIES, an open-end management investment company organized as a Delaware

business trust (the "Trust"), and PRUCO LIFE INSURANCE COMPANY, a life insurance

company organized under the laws of the State of Arizona (the "Company'), on its

own behalf and on behalf of each segregated asset account of the Company set

forth on Schedule A, as may be amended from time to time (the "Accounts").



                              W I T N E S S E T H:



       WHEREAS, the Trust has registered with the Securities and Exchange

Commission as an open-end management investment company under the Investment

Company Act of 1940, as amended (the "1940 Act"), and the beneficial interest in

the Trust is divided into several series of shares, each series representing an

interest in a particular managed portfolio of securities and other assets (the

"Portfolios"); and



       WHEREAS, the Trust has registered the offer and sale of a class of shares

designated the Service Shares ("Shares") of each of its Portfolios under the

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



       WHEREAS, the Trust desires to act as an investment vehicle for separate

accounts established for variable life insurance policies and variable annuity

contracts to be offered by insurance companies that have entered into

participation agreements with the Trust (the "Participating Insurance

Companies"); and



       WHEREAS, the Trust has received an order from the Securities and Exchange

Commission granting Participating Insurance Companies and their separate

accounts exemptions from the provisions of Sections 9(a), 13(a), 15(a) and 15(b)

of the 1940 Act, and Rules 6a-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the

extent necessary to permit shares of the Trust to be sold to and held by

variable annuity and variable life insurance separate accounts of both

affiliated and unaffiliated life insurance companies and certain qualified

pension and retirement plans (the "Exemptive Order"); and



       WHEREAS, the Company has registered or will register (unless registration

is not required under applicable law) certain variable life insurance policies

and/or variable annuity contracts under the 1933 Act (the "Contracts"); and



       WHEREAS, the Company has registered or will register each Account as a

unit investment trust under the 1940 Act; and





                                       -1-

{PAGE}





       WHEREAS, the Company desires to utilize the Shares of one or more

Portfolios as an investment vehicle of the Accounts;



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

agree as follows:



                                    ARTICLE I

                              SALE OF TRUST SHARES



       1.1 The Trust shall make Shares of its Portfolios listed on Schedule B

available to the Accounts at the net asset value next computed after receipt of

such purchase order by the Trust (or its agent), as established in accordance

with the provisions of the then current prospectus of the Trust. Shares of a

particular Portfolio of the Trust shall be ordered in such quantities and at

such times as determined by the Company to be necessary to meet the requirements

of the Contracts. The Trustees of the Trust (the "Trustees") 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 Trustees

acting in good faith and in light of their fiduciary duties under federal and

any applicable state laws, necessary in the best interests of the shareholders

of such Portfolio.



       1.2 The Trust will redeem any full or fractional Shares of any Portfolio

when requested by the Company on behalf of an Account at the net asset value

next computed after receipt by the Trust (or its agent) of the request for

redemption, as established in accordance with the provisions of the then current

prospectus of the Trust. The Trust shall make payment for such shares in the

manner established from time to time by the Trust, but in no event shall payment

be delayed for a greater period than is permitted by the 1940 Act.



       1.3 For the purposes of Sections 1.1 and 1.2, the Trust hereby appoints

the Company as its agent for the limited purpose of receiving and accepting

purchase and redemption orders resulting from investment in and payments under

the Contracts. Receipt by the Company shall constitute receipt by the Trust

provided that i) such orders are received by the Company in good order prior to

the time the net asset value of each Portfolio is priced in accordance with its

prospectus and ii) the Trust receives notice of such orders by 10:00 a.m. New

York 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 Trust

calculates its net asset value pursuant to the rules of the Securities and

Exchange Commission.



       1.4 Purchase orders that are transmitted to the Trust in accordance with

Section 1.3 shall be paid for no later than 12:00 noon New York time on the same

Business Day that the Trust receives notice of the order. Payments shall be made

in federal funds transmitted by wire.





                                       -2-

{PAGE}





       1.5 Issuance and transfer of the Trust's Shares will be by book entry

only. Stock certificates will not be issued to the Company or the Account.

Shares ordered from the Trust will be recorded in the appropriate title for each

Account or the appropriate subaccount of each Account.



       1.6 The Trust shall furnish prompt notice to the Company of any income

dividends or capital gain distributions payable on the Trust's Shares. The

Company hereby elects to receive all such income dividends and capital gain

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC