SELECTED BROKER AGREEMENT This agreement is made on the _ day of , 1992 by and between _("Broker"), a __ corporation with its principal business address at...

EXHIBIT 30(c)(ii)

SELECTED BROKER AGREEMENT

This agreement is made on the _____ day of __________, 1992 by and between

_____________________________("Broker"), a ________________________ corporation

with its principal business address at _______________________________________,

and PRUCO SECURITIES CORPORATION ("Distributor"), a New Jersey corporation with

its principal place of business at 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx

00000.

WITNESSETH:

In consideration of the mutual promises contained herein, the parties

hereto agree as follows:

A. Definitions

(1) Contracts - Variable life insurance contracts and/or variable annuity

contracts described in Schedule A attached hereto and issued by Pruco

Life Insurance Company (hereinafter called the "Company") and for which

Distributor has been appointed the principal underwriter pursuant to a

Distribution Agreement(s), copies of which have been furnished to

Broker. From time to time Schedule A may be updated or amended. Such

updates or amendments will be effective upon written notification to the

Broker that a new or amended Schedule A has been issued.

(2) Accounts - Separate account(s) established and maintained by the Company

pursuant to the laws of Arizona to fund the benefits under the

Contracts.

(3) The Prudential Series Fund, Inc., or the "Fund" - An open-end

management investment company registered under the 1940 Act, shares of

which are sold to the Accounts in connection with the sale of the

Contracts.

(4) Registration Statement - The registration statements and amendments

thereto relating to the Contracts, the Accounts, and the Fund, including

financial statements and all exhibits.

(5) Prospectus - The prospectuses included within the Registration

Statements referred to herein.

(6) 1933 Act - The Securities Act of 1933, as amended.

(7) 1934 Act - The Securities Exchange Act of 1934, as amended.

(8) 1940 Act - The Investment Company Act of 1940, as amended.

(9) SEC - The Securities and Exchange Commission.

B. Agreements of Distributor

(1) Pursuant to the authority delegated to it by Company, Distributor hereby

authorizes Broker during the term of this Agreement to solicit

applications for Contracts from eligible persons, provided that there is

an effective Registration Statement relating to such Contracts and

provided further that Broker has been notified by Distributor that the

Contracts are qualified for sale under all applicable securities and

insurance laws of the state or jurisdiction in which the applications

will be solicited. In connection with the solicitation of applications

for Contracts, Broker is hereby authorized to offer riders that are

available with the Contracts in accordance with instructions furnished

by Distributor or Company.

(2) Distributor, during the term of this Agreement, will notify Broker of

the issuance by the SEC of any stop order with respect to the

Registration Statement or any amendments thereto or the initiation of

any proceedings for that purpose or for any other purpose relating to

the registration and/or offering of the Contracts and of any other

action or circumstance that may prevent the lawful sale of any Contract

in any state or jurisdiction.

(3) During the term of this Agreement, Distributor shall advise Broker of

any amendment to any Registration Statement or any amendment or

supplement to any Prospectus.

C. Agreements of Broker

(1) Broker represents that it is a registered broker/dealer under the 1934

Act and a member in good standing of the National Association of

Securities Dealers, Inc. ("NASD"). Broker represents that its agents or

representatives who will be soliciting applications for the Contracts

will be duly registered representatives of Broker and furthermore that

each one will be a registered representative in good standing with

accreditation to sell the Contracts as required by the NASD.

(2) Commencing at such time as Distributor and Broker shall agree upon,

Broker agrees to use its best efforts to find purchasers for the

Contracts acceptable to Company. In meeting its obligation to use its

best efforts to solicit applications for Contracts, Broker shall, during

the term of this Agreement, engage in the following activities:

(a) Continuously utilize training, sales and promotional materials which

have been approved by Company;

(b) Establish and implement reasonable procedures for periodic

inspection and supervision of sales practices of its agents or

representatives and submit periodic reports to Distributor as may be

requested on the results of such inspections and the compliance with

such procedures.

representatives appointed by it shall not make recommendations to an

applicant to purchase a Contract in the absence of reasonable

grounds to believe that the purchase of the Contract is suitable for

such applicant. While not limited to the following, a determination

of suitability shall be based on information furnished to a

representative after reasonable inquiry of such applicant concerning

the applicant's insurance and investment objectives, financial

situation and needs, and the likelihood that the applicant will

continue to make the premium payments contemplated by the Contract.

(3) All payments for Contracts collected by agents or representatives of

Broker shall be held at all times in a fiduciary capacity and shall be

remitted promptly in full together with such applications, forms and

other required documentation to an office of the Company designated by

Distributor. Checks or money orders in payment of initial premiums shall

be drawn to the order of Pruco Life Insurance Company. Broker

acknowledges that the Company retains the ultimate right to control the

sale of the Contracts and that the Distributor or Company shall have the

unconditional right to reject, in whole or part, any application for a

Contract. In the event Company or Distributor rejects an application,

company immediately will return all payments directly to the purchaser

and Broker will be notified of such action. In the event that any

purchaser of a Contract elects to return such Contract pursuant to

either Rule 6e-2(b)(13)(viii) or Rule 6e-3(T)(b)(13)(viii) of the

1940 Act, the purchaser will receive a refund in accordance with the

provisions of the applicable Rule.

(4) Broker shall act as an independent contractor, and nothing herein

contained shall make Broker, or any one of its employees, agents or

representatives, an employee of Company or Distributor in connection

with the solicitation of or applications for Contracts. Broker, its

agents or representatives, and its employees shall not hold themselves

out to be employees of Company or Distributor in this connection or in

any dealings with the public.

(5) Broker agrees that any material it develops, approves or uses for sales,

training, explanatory or other purposes in connection with the

solicitation of applications for Contracts hereunder (other than generic

advertising materials which do not make specific reference to the

Contracts) will not be used without the prior written consent of

Distributor and, where appropriate, the endorsement of Company to be

obtained by Distributor.

(6) Solicitation and other activities by Broker shall be undertaken only in

accordance with applicable laws and regulations. No agent or

representative of Broker shall solicit applications for the Contracts

until duly licensed and appointed by Company as a life insurance and

variable contract broker or agent of Company in the appropriate states

or other jurisdictions. Broker shall ensure that such agents or

representatives fulfill any training requirements necessary to be

licensed. Broker understands and acknowledges that neither it nor its

agents or representatives is authorized by Distributor or Company to

give any information or make any representation in connection with this

Agreement or the offering of the Contracts other than those contained in

the Prospectus or other solicitation material authorized in writing by

Distributor or Company.

(7) Broker shall not have authority on behalf of Distributor or Company to:

make, alter or discharge any Contract or other form; waive any

forfeiture; extend the time of paying any premium; or receive any monies

or premiums due, or to become due, to Company, except as set forth in

Section C(3) of this Agreement. Broker shall not expend, nor contract

for the expenditure of the funds of Distributor, nor shall Broker

possess or exercise any authority on behalf of the Company under this

Agreement.

(8) Broker shall have the responsibility for maintaining the records of its

representatives licensed, registered and otherwise qualified to sell the

Contracts. Broker shall maintain such other records as are required of

it by applicable laws and regulations. The books, accounts and records

of Company, the Accounts, Distributor and Broker relating to the sale of

the Contracts shall be maintained so as to clearly and accurately

disclose the nature and details of the transactions. All records

maintained by the Broker in connection with this Agreement shall be the

property of the Company and shall be returned to the Company upon

termination of this Agreement, free from any claims or retention of

rights by the Broker. Nothing in this Section C(8) shall be interpreted

to prevent the Broker from retaining copies of any such records which

the Broker, in its discretion, deems necessary or desirable

to keep. The Broker shall keep confidential any information obtained

pursuant to this Agreement and shall disclose such information only if

the Company has authorized such disclosure, or if such disclosure is

expressly required by applicable federal or state regulatory authorities

(9) Broker agrees that it will not offer for sale, either directly or

through any affiliated entity, any variable annuity containing a market

value adjustment feature other than those shown on Schedule A hereto, as

amended from time to time.

D. Compensation

(1) Pursuant to the Distribution Agreement between Distributor and Company,

Distributor shall cause Company to arrange for the payment of

commissions to Broker as compensation for the sale of each Contract sold

by an agent or representative of Broker. The amount of such commission

shall be based on a Compensation Schedule to be determined by agreement

of Company and Distributor, and compensation to Broker shall be shown on

Schedule B hereto, which may be amended from time to time by

Distributor. Company shall identify to Broker with each such payment the

name of the agent or representative of Broker who solicited each

Contract covered by the payment.

(2) Neither Broker nor any of its agents or representatives shall have any

right to withhold or deduct any part of any premium it shall receive for

purposes of payment of commission or otherwise. Neither Broker nor any

of its agents or representatives shall have an interest in any

compensation paid by Company to Distributor, now or hereafter, in

connection with the sale of any Contracts hereunder.

(3) Upon the termination of this Agreement, the Company will pay commissions

to the Broker only on net premiums which the Company receives within

sixty (60) days of the termination date on applications written by the

Broker on or before the termination date. No other compensation will be

payable by the Company after the termination date.

E Comp1aints and Investigations

(1) Broker and Distributor jointly agree to cooperate fully in any insurance

regulatory investigation or proceeding or judicial proceeding arising in

connection with the Contracts marketed under this Agreement. Broker and

Distributor further agree to cooperate fully in any securities

regulatory investigation or proceeding or

judicial proceeding with respect to Broker, Distributor, their

affiliates and their agents or representatives to the extent that such

investigation or proceeding is in connection with Contracts marketed

under this Agreement. Broker shall furnish applicable federal and state

regulatory authorities with any information or reports in connection

with its services under this Agreement which such authorities may

request in order to ascertain whether the Company's operations are being

conducted in a manner consistent with any applicable law or regulation.

F. Term of Agreement

(1) This Agreement shall continue in force for one year from its effective

date and thereafter shall automatically be renewed every year for a

further one year period; provided that either party may unilaterally

terminate this Agreement upon thirty (30) days' written notice to the

other party of its intention to do so.

(2) Upon termination of this Agreement, all authorizations, rights and

obligations shall cease except (a) the agreements contained in Section E

hereof; and (b) the indemnity set forth in Section G hereof.

G. Indemnity

(1) Broker shall be held to the exercise of reasonable care in carrying out

the provisions of this Agreement.

(2) Distributor agrees to indemnify and hold harmless Broker and each

officer or director of Broker against any losses, claims, damages or

liabilities, joint or several, to which Broker or such officer or

director become subject, under the 1933 Act or otherwise, insofar as

such losses, claims, damages or liabilities (or actions in respect

thereof) arise out of or are based upon any untrue statement or alleged

untrue statement of a material fact, required to be stated therein or

necessary to make the statements therein not misleading, contained in

any Registration Statement or any post-effective amendment thereof or in

any Prospectus, or any sales literature provided by the Company or by

the Distributor.

(3) Broker agrees to indemnify and hold harmless Company and Distributor and

each of their current and former directors and officers and each person,

if any, who controls or has controlled Company or Distributor within the

meaning of the 1933 Act or the 1934 Act,

against any losses, claims, damages or liabilities to which Company or

Distributor and any such director or officer or controlling person may

become subject, under the 1933 Act or otherwise, insofar as such losses,

claims, damages or liabilities (or actions in respect thereof) arise out

of or are based upon:

(a) Any unauthorized use of sales materials or any verbal or written

misrepresentations or any unlawful sales practices concerning the

Contracts by Broker, its registered representatives, agents,

directors, officers, employees or other persons who are or should be

under its control or supervision; or

(b) Claims by agents or representatives or employees of Broker for

commissions, service fees, development allowances or other

compensation or remuneration of any type;

with the provisions of this Agreement; and Broker will reimburse

Company and Distributor and any director or officer or controlling

person of either for any legal or other expenses reasonably incurred

by Company, Distributor, or such director, officer or controlling

person in connection with investigating or defending any such loss,

claims, damage, liability or action. This indemnity agreement will

be in addition to any liability which Broker may otherwise have.

H. Assignability

This Agreement shall not be assigned by either party without the written

consent of the other.

I. Governing Law

This Agreement shall be governed by and construed in accordance with the laws

of the State of New Jersey.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

duly executed as of the day and year first above written.

PRUCO SECURITIES CORPORATION

By:_______________________________

(BROKER)

By:_______________________________

SCHEDULE A TO SELECTED BROKER AGREEMENT BY AND BETWEEN

(BROKER)

AND

PRUCO SECURITIES CORPORATION

Contracts:

SCHEDULE B TO SELECTED BROKER AGREEMENT BY AND BETWEEN

(BROKER)

AND

PRUCO SECURITIES CORPORATION

COMPENSATION SCHEDULE

Contract Compensation to Broker

PRUvider XXXXXXXXXXXXX

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SELECTED BROKER AGREEMENT This agreement is made on the _ day of , 1992 by and between _("Broker"), a __ corporation with its principal business address at...

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SELECTED BROKER AGREEMENT This agreement is made on the _____ day of __________, 1992 by and between _____________________________("Broker"), a ________________________ corporation with its principal business address at...

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SELECTED BROKER AGREEMENT This agreement is made on the _ day of , 1992 by and between _("Broker"), a __ corporation with its principal business address at...