PARTICIPATION AGREEMENT



                                      Among



                   Pruco Life Insurance Company of New Jersey,



                                   Pro Funds,



                                       and



                              Pro Fund Advisors LLC



      THIS AGREEMENT, dated as of the 30th day of September, 2002 by and among

Pruco Life Insurance Company of New Jersey, (the "Company"), a New Jersey life

insurance company, on its own behalf and on behalf of each segregated asset

account of the Company set forth on Schedule A hereto, as may be amended from

time to time (each account hereinafter referred to as the" Account"), ProFunds

(the "Fund"), a Delaware business trust, and ProFund Advisors LLC (the

"Adviser"), a Maryland limited liability company.



      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 and variable annuity contracts (the

"Variable Insurance Products") to be offered by insurance companies which have

entered into participation agreements with the Fund ("Participating Insurance

Companies");



      WHEREAS, the shares of beneficial interest of the Fund are divided into

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

interest in a particular managed portfolio of securities and other assets;



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

company under the 1940 Act and shares of the Portfolios are registered under the

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



      WHEREAS, the Adviser, which serves as investment adviser to the Fund, is

duly registered as an investment adviser under the federal Investment Advisers

Act of 1940, as amended;



      WHEREAS, the Company has issued or will issue certain variable life

insurance and/or variable annuity contracts supported wholly or partially by the

Account (the "Contracts"), and said Contracts are listed in Schedule A hereto,

as it may be amended from time to time by mutual written agreement;



      WHEREAS, the Account is duly established and maintained as a segregated

asset account, duly established by the Company, on the date shown for such

Account on Schedule A hereto, to set aside and invest assets attributable to the

aforesaid Contracts; and



      WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Company intends to purchase shares in the Portfolios listed in

Schedule A hereto, as it may be amended from time to time by mutual written

agreement (the "Designated Portfolios"), on behalf of the Account to fund the

aforesaid Contracts;



{PAGE}



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

the Fund and the Adviser agree as follows:



ARTICLE I. Sale of Fund Shares



            1.1. Subject to Article X hereof, the Fund agrees to make available

to the Company for purchase on behalf of the Account, shares of the Designated

Portfolios, such purchases to be effected at net asset value in accordance with

Section 1.3 of this Agreement. Notwithstanding the foregoing, (i) Portfolios

(other than those listed on Schedule A) in existence now or that may be

established in the future will be made available to the Company only as the Fund

may so provide, and (ii) the Board of Trustees of the Fund (the "Board") may

suspend or terminate the offering of shares of any Designated Portfolio or class

thereof, if such action is required by law or by regulatory authorities having

jurisdiction or if, in the sole discretion of the Board acting in good faith and

in light of its fiduciary duties under federal and any applicable state laws,

suspension or termination is necessary in the best interests of the shareholders

of such Designated Portfolio.



            1.2. The Fund shall redeem, at the Company's request, any full or

fractional Designated Portfolio shares held by the Company on behalf of the

Account, such redemptions to be effected at net asset value in accordance with

Section 1.3 of this Agreement. Notwithstanding the foregoing, (i) the Company

shall not redeem Fund shares attributable to Contract owners except in the

circumstances permitted in Section 10.3 of this Agreement, and (ii) the Fund may

delay redemption of Fund shares of any Designated Portfolio to the extent

permitted by the Investment Company Act of 1940 as amended (the "1940 Act"), and

any rules, regulations or orders thereunder.



            1.3 Purchase and Redemption Procedures



            (a) The Fund hereby appoints the Company as an agent of the Fund for

the limited purpose of receiving and accepting purchase and redemption requests

on behalf of the Account (but not with respect to any Fund shares that may be

held in the general account of the Company) for shares of those Designated

Portfolios made available hereunder, based on allocations of amounts to the

Account or subaccounts thereof under the Contracts and other transactions

relating to the Contracts or the Account. Receipt and acceptance of any such

request (or relevant transactional information therefor) on any day the New York

Stock Exchange and Chicago Mercantile Exchange are open for trading and on which

a Designate Portfolio calculates its net asset value (a "Business Day") pursuant

to the rules of the Securities and Exchange Commission ("SEC") by the Company as

such limited agent of the Fund prior to the time that the Fund ordinarily

calculates its net asset value as described from time to time in the Fund's

prospectus (which as of the date of execution of this Agreement is 4:00 p.m.

Eastern Time) shall constitute receipt and acceptance by the Designated

Portfolio on that same Business Day. To facilitate the Designated Portfolios'

daily trading practices, the Company shall provide the Fund with daily net

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC