Exhibit 8c
SECOND AMENDMENT TO
FUND PARTICIPATION AGREEMENT
AMONG
EVERGREEN VARIABLE ANNUITY TRUST
EVERGREEN DISTRIBUTOR, INC.
AND
PRUCO LIFE INSURANCE COMPANY
This Amendment (this "Amendment"), made and entered into as of April 18, 2005,
is made a part of the Fund Participation Agreement dated May 7, 2001, as amended
on December 5, 2003, (hereinafter the "Agreement"), by and between Pruco Life
Insurance Company ("Company"), on its own behalf and on behalf of each
segregated asset account of the Company set forth on Schedule A to the
Agreement, and Evergreen Variable Annuity Trust (the "Trust").
WHEREAS, the parties desire to amend Schedule B to the Agreement to
reflect changes; and
WHEREAS, Evergreen VA Fund is being merged into Evergreen VA Growth &
Income Fund.
WHEREAS, Evergreen VA Growth & Income Fund is now known as Evergreen VA
Fundamental Large Cap Fund.
WHEREAS, Evergreen VA Foundation Fund is now known as Evergreen VA
Balanced Fund.
WHEREAS, Evergreen VA Small Cap Value Fund is now known as Evergreen VA
Special Values Fund.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises set forth below, the parties agree as follows:
1. Schedule B to the Agreement is hereby deleted in its entirety and replaced
with the attached new Schedule B.
2. All references to Evergreen VA Fund and Evergreen Growth & Income Fund are
to be replaced with Evergreen VA Fundamental Large Cap Fund
3. All references to Evergreen VA Foundation Fund are to be replaced with
Evergreen VA Balanced Fund.
4. All references to Evergreen VA Small Cap Value Fund are to be replaced
with Evergreen VA Special Values Fund.
5. Except as specifically set forth herein, all other provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
PRUCO LIFE INSURANCE COMPANY
-----------------------------
By:
Its:
EVERGREEN VARIABLE ANNUITY TRUST
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By: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Assistant Secretary
SCHEDULE B
(AS AMENDED APRIL 18, 2005)
The Separate Account(s) listed on Schedule A may invest in the following Funds
of the Trusts.
FUND NAME
Evergreen VA Balanced Fund
Evergreen VA Growth Fund
Evergreen VA Omega Fund
Evergreen VA Special Values Fund
Evergreen VA Fundamental Large Cap Fund
Evergreen VA International Equity Fund
