FUND PARTICIPATION AGREEMENT

This Agreement is entered into as of the 11 day of April, 1997, between

Prudential Insurance Company of America, a life insurance company organized

under the laws of the State of New Jersey ("Insurance Company"), and each of

DREYFUS VARIABLE INVESTMENT FUND, THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND,

INC., and DREYFUS LIFE AND ANNUITY INDEX FUND, INC. (d/b/a DREYFUS STOCK INDEX

FUND) (each a "Fund").

ARTICLE I

DEFINITIONS

1.1

"Act" shall mean the Investment Company Act of 1940, as amended.

1.2

"Board" shall mean the Board of Directors or Trustees, as the case may

be, of a Fund, which has the responsibility for management and control of

the Fund.

1.3

"Business Day" shall mean any day for which a Fund calculates net asset

value per share as described in the Fund's Prospectus.

1.4

"Commission" shall mean the Securities and Exchange Commission.

1.5

"Contract" shall mean a variable annuity or life insurance contract that

uses any Participating Fund (as defined below) as an underlying

investment medium. Individuals who participate under a group Contract are

"Participants."

1.6

"Contractholder" shall mean any entity that is a party to a Contract with

a Participating Company (as defined below).

1.7

"Disinterested Board Members" shall mean those members of the Board of a

Fund that are not deemed to be "interested persons" of the Fund, as

defined by the Act.

1.8

"Dreyfus" shall mean The Dreyfus Corporation and its affiliates,

including Dreyfus Service Corporation.

1.9

"Participating Companies" shall mean any insurance company (including

Insurance Company) that offers variable annuity and/or variable life

insurance contracts to the public and that has entered into an agreement

with one or more of the funds.

1.10

"Participating Fund" shall mean each Fund, including, as applicable, any

series thereof, specified in Exhibit A, as such Exhibit may be amended

from time to time by agreement of the parties hereto, the shares of which

are available to serve as the underlying investment medium for the

aforesaid Contracts.

1.11

"Prospectus" shall mean the current prospectus and statement of

additional information of a Fund, as most recently filed with the

Commission.

1.12

"Separate Account" shall mean The Prudential Variable Contract Account

GI-2, a separate account established by Insurance Company in accordance

with the laws of the State of New Jersey.

1.13

"Software Program" shall mean the software program used by a Fund for

providing Fund and account balance information including net asset value

per share. Such Program may include the Lion System. In situations where

the Lion System or any other Software Program used by a Fund is not

available, such information may be provided by telephone. The Lion System

shall be provided to Insurance Company at no charge.

1.14

"Insurance Company's General Account(s)" shall mean the general

account(s) of Insurance Company and its affiliates that invest in a Fund.

ARTICLE II

REPRESENTATIONS

2.1

Insurance Company represents and warrants that (a) it is an insurance

company duly organized and in good standing under applicable law; (b) it

has legally and validly established the Separate Account pursuant to the

New Jersey Insurance Code for the purpose of offering to the public

certain individual and group variable annuity and life insurance

contracts; (c) it has registered the Separate Account as a unit

investment trust under the Act to serve as the segregated investment

account for the Contracts; and (d) the Separate Account is eligible to

invest in shares of each Participating Fund without such investment

disqualifying any Participating Fund as an investment medium for

insurance company separate accounts supporting variable annuity contracts

or variable life insurance contracts.

2.2

Insurance Company represents and warrants that (a) the Contracts will be

described in a registration statement filed under the Securities Act of

1933, as amended ("1933 Act"); (b) the Contracts will be issued and

sold in compliance in all material respects with all applicable federal

and state laws; and (c) the sale of the Contracts shall comply in all

material respects with state insurance law requirements. Insurance

Company agrees to notify each Participating Fund promptly of any

investment restrictions imposed by state insurance law and applicable to

the Participating Fund.

-2

2.3

Insurance Company represents and warrants that the income, gains and

losses, whether or not realized, from assets allocated to the Separate

Account are, in accordance with the applicable Contracts, to be credited

to or charged against such Separate Account without regard to other

income, gains or losses from assets allocated to any other accounts of

Insurance Company. Insurance Company represents and warrants that the

assets of the Separate Account are and will be kept separate from

Insurance Company's General Account and any other separate accounts

Insurance Company may have, and will not be charged with liabilities from

any business that Insurance Company may conduct or the liabilities of any

companies affiliated with Insurance Company.

2.4

Each Participating Fund represents that it is registered with the

Commission under the Act as an open-end, management investment company

and possesses, and shall maintain, all legal and regulatory licenses,

approvals, consents and/or exemptions required for the Participating Fund

to operate and offer its shares as an underlying investment medium for

Participating Companies.

2.5

Each Participating Fund represents that it is currently qualified as a

regulated investment company under Subchapter M of the Internal Revenue

Code of 1986, as amended (the "Code"), and that it will make every effort

to maintain such qualification (under Subchapter M or any successor or

similar provision) and that it will notify Insurance Company immediately

upon having a reasonable basis for believing that it has ceased to so

qualify or that it might not so qualify in the future.

2.6

Insurance Company represents and agrees that the Contracts are currently,

and at the time of issuance will be, treated as life insurance policies

or annuity contracts, whichever is appropriate, under applicable

provisions of the Code, and that it will make every effort to maintain

such treatment and that it will notify each Participating Fund and

Dreyfus immediately upon having a reasonable basis for believing that the

Contracts have ceased to he so treated or that they might not be so

treated in the future. Insurance Company agrees that any prospectus

offering a Contract that is a "modified endowment contract," as that term

is defined in Section 7702A of the Code, will identify such Contract as a

modified endowment contract (or policy).

2.7

Each Participating Fund agrees that its assets shall be managed and

invested in a manner that complies with the requirements of Section

817(h) of the Code.

2.8

Insurance Company agrees that each Participating Fund shall be permitted

(subject to the other terms of this Agreement)

-3-

to make its shares available to other Participating Companies and

Contractholders.

2.9

Each Participating Fund represents and warrants that any of its

directors, trustees, officers, employees, investment advisers, and other

individuals/entities who deal with the money and/or securities of the

Participating Fund are and shall continue to be at all times covered by a

blanket fidelity bond or similar coverage for the benefit of the

Participating Fund in an amount not less than that required by Rule 17g-1

under the Act. The aforesaid Bond shall include coverage for larceny and

embezzlement and shall be issued by a reputable bonding company.

2.10

Insurance Company represents and warrants that all of its employees and

agents who deal with the money and/or securities of each Participating

Fund are and shall continue to be at all times covered by a blanket

fidelity bond or similar coverage in an amount not less than the coverage

required to be maintained by the Participating Fund. The aforesaid Bond

shall include coverage for larceny and embezzlement and shall be issued

by a reputable bonding company.

2.11

Insurance Company agrees that Dreyfus shall be deemed a third party

beneficiary under this Agreement and may enforce any and all rights

conferred by virtue of this Agreement.

ARTICLE III

FUND SHARES

3.1

The Contracts funded through the Separate Account will provide for the

investment of certain amounts in shares of each Participating Fund.

3.2

Each Participating Fund agrees to make its shares available for purchase

at the then applicable net asset value per share by Insurance Company and

the Separate Account on each Business Day pursuant to rules of the

Commission. Notwithstanding the foregoing, each Participating Fund may

refuse to sell its shares to any person, or suspend or terminate the

offering of its shares, if such action is required by law or by

regulatory authorities having Jurisdiction or is, in the sole discretion

of its Board, acting in good faith and in light of its fiduciary duties

under federal and any applicable state laws, necessary and in best

interests of the Participating Fund's shareholders.

3.3

Each Participating Fund agrees that shares of the Participating Fund will

be sold only to (a) Participating Companies and their separate accounts

or (b) "qualified pension or retirement plans" as determined under

Section 817(h)(4) of the code. Except as otherwise set forth in

-4-

this Section 3.3, no shares of any Participating Fund will be sold to the

general public.

3.4

Each Participating Fund shall use its best efforts to provide closing net

asset value, dividend and capital gain information on a per-share basis

to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any

material errors in the calculation of net asset value, dividend and

capital gain information shall be reported immediately upon discovery to

Insurance Company. Non-material errors will be corrected in the next

Business Day's net asset value per share.

3.5

At the end of each Business Day, Insurance Company will use the

information described in Sections 3.2 and 3.4 to calculate the unit

values of the Separate Account for the day. Using this unit value,

Insurance Company will process the day's Separate Account transactions

received by it by the close of trading on the floor of the New York Stock

Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar

amount of each Participating Fund's shares that will be purchased or

redeemed at that day's closing net asset value per share. The net

purchase or redemption orders will be transmitted to each Participating

Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day

next following Insurance Company's receipt of that information. Subject

to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance

Company's General Accounts shall be effected at the net asset value per

share of each Participating Fund next calculated after receipt of the

order by the Participating Fund or its Transfer Agent.

3.6

Each Participating Fund appoints Insurance Company as its agent for the

limited purpose of accepting orders for the purchase and redemption of

Participating Fund shares for the Separate Account. Each Participating

Fund will execute orders at the applicable net asset value per share

determined as of the close of trading on the day of receipt of such

orders by Insurance Company acting as agent ("effective trade date"),

provided that the Participating Fund receives notice of such orders by

11:00 a.m. Eastern time on the next following Business Day and, if such

orders request the purchase of Participating Fund shares, the conditions

specified in Section 3.8, as applicable, are satisfied A redemption or

purchase request that does not satisfy the conditions specified above and

in Section 3.8, as applicable, will be effected at the net asset value

per share computed on the Business Day immediately preceding the next

following Business Day upon which such conditions have been satisfied in

accordance with the requirements of this Section and Section 3.8.

-5-

3.7

Insurance Company will make its best efforts to notify each applicable

Participating Fund in advance of any unusually large purchase or

redemption orders.

3.8

If Insurance Company's order requests the purchase of a Participating

Fund's shares, Insurance Company will pay for such purchases by wiring

Federal Funds to the Participating Fund or its designated custodial

account on the day the order is transmitted. Insurance Company shall make

all reasonable efforts to transmit to the applicable Participating Fund

payment in Federal Funds by 12:00 noon Eastern time on the Business Day

the Participating Fund receives the notice of the order pursuant to

Section 3.5. Each applicable Participating Fund will execute such orders

at the applicable net asset value per share determined as of the close of

trading on the effective trade date if the Participating Fund receives

payment in Federal Funds by 12:00 midnight Eastern time on the Business

Day the Participating Fund receives the notice of the order pursuant to

Section 3.5. If payment in Federal Funds for any purchase is not received

or is received by a Participating Fund after 12:00 noon Eastern time on

such Business Day, Insurance Company shall promptly, upon each applicable

Participating Fund's request, reimburse the respective Participating Fund

for any charges, costs, fees, interest or other expenses incurred by the

Participating Fund in connection with any advances to, or borrowings or

overdrafts by, the Participating Fund, or any similar expenses incurred

by the Participating Fund, as a result of portfolio transactions effected

by the Participating Fund based upon such purchase request. If Insurance

Company's order requests the redemption of any Participating Fund's

shares valued at or greater than $1 million dollars, the Participating

Fund will wire such amount to Insurance Company within seven days of the

order.

3.9

Each Participating Fund has the obligation to ensure that Its shares are

registered with applicable federal agencies at all times.

3.10

Each Participating Fund will confirm each purchase or redemption order

made by Insurance Company. Transfer of Participating Fund shares will be

by book entry only. No share certificates will be issued to Insurance

Company. Insurance Company will record shares ordered from a

Participating Fund in an apporpriate title for the corresponding account.

3.11

Each Participating Fund shall credit Insurance Company with the

appropriate number of shares.

3.12

On each ex-dividend date of a Participating Fund or, if not a Business

Day, on the first Business Day thereafter, each Participating Fund shall

communicate to Insurance Company

-6-

the amount of dividend and capital gain, if any, per share. All dividends

and capital gains shall be automatically reinvested in additional shares

of the applicable Participating Fund at the net asset value per share on

the ex-dividend date. Each Participating Fund shall, on the day after the

ex-dividend date or, if not a Business Day, on the first Business Day

thereafter, notify Insurance Company of the number of shares so issued.

ARTICLE IV

STATEMENTS AND REPORTS

4.1

Each Participating Fund shall provide monthly statements of account as of

the end of each month for all of Insurance Company's accounts by the

fifteenth (15th) Business Day of the following month.

4.2

Each Participating Fund shall distribute to Insurance Company copies of

the Participating Fund's Prospectuses, proxy materials, notices, periodic

reports and other printed materials (which the Participating Fund

customarily provides to its shareholders) in quantities as Insurance

Company may reasonably request for distribution to each Contractholder

and Participant.

4.3

Each Participating Fund will provide to Insurance Company at least one

complete copy of all registration statements, Prospectuses, reports,

proxy statements, sales literature and other promotional materials,

applications for exemptions, requests for no-action letters, and all

amendments to any of the above, that relate to the Participating Fund or

its shares, contemporaneously with the filing of such document with the

Commission or other regulatory authorities.

4.4

Insurance Company will provide to each Participating Fund at least one

copy of all registration statements, Prospectuses, reports, proxy

statements, sales literature and other proportional materials,

applications for exemptions, requests for no-action letters, and all

amendments to any of the above, that relate to the Contracts or the

Separate Account, contemporaneously with the filing of such document with

the Commission.

-7-

ARTICLE V

EXPENSES

5.1

The charge to each Participating Fund for all expenses and costs of the

Participating Fund, including but not limited to management fees,

administrative expenses and legal and regulatory costs, will be made in

the determination of the Participating Fund's daily net asset value per

share so as to accumulate to an annual charge at the rate set forth in

the Participating Fund's Prospectus. Excluded from the expense limitation

described herein shall be brokerage commissions and transaction fees and

extraordinary expenses.

5.2

Except as provided in this Article V and, in particular in the next

sentence, Insurance Company shall not be required to pay directly any

expenses of any Participating Fund or expenses relating to the

distribution of its shares. Insurance Company shall pay the following

expenses or costs:

Such amount of the production expenses of any Participating Fund

materials, including the cost of printing a Participating Fund's

Prospectus, or marketing materials for prospective Insurance

Company Contractholders and Participants as Dreyfus and Insurance

Company shall agree from time to time.

Distribution expenses of any Participating Fund materials or

marketing materials for prospective Insurance Company

Contractholders and Participants.

Distribution expenses of any Participating Fund materials or

marketing materials for Insurance Company Contractholders and

Participants.

Except as provided herein, all other expenses of each Participating Fund

shall not be borne by Insurance Company.

ARTICLE VI

EXEMPTIVE RELIEF

6.1

Insurance Company has reviewed a copy of the order dated December 23,

1987 of the Securities and Exchange Commission under Section 6(c) of the

Act with respect to Dreyfus Variable Investment Fund and a copy of the

order dated August 23, 1989 of the Securities and Exchange Commission

under Section 6(c) of the Act with respect to Dreyfus Life and Annuity

Index Fund, Inc. and, in particular, has reviewed the conditions to the

relief set forth in each related Notice. As set forth therein, if Dreyfus

Variable Investment Fund or Dreyfus Life and Annuity Index Fund, Inc. is

a Participating Fund, Insurance Company agrees, as applicable to report

any potential or existing conflicts

-8-

promptly to the respective Board of Dreyfus Variable Investment Fund

and/or Dreyfus Life and Annuity Index Fund, Inc. and, in particular,

whenever contract voting instructions are disregarded, and recognizes

that it will be responsible for assisting each applicable Board in

carrying out its responsibilities under such application. Insurance

Company agrees to carry out such responsibilities with a view to the

interests of existing Contractholders.

The Dreyfus Socially Responsible Growth Fund, Inc., if it is a

Participating Fund, shall furnish Insurance Company with a copy of its

application for an order of the Securities and Exchange Commission under

Section 6(c) of the Act for mixed and shared funding relief, and the

notice of such application and order when issued by the SEC. Insurance

Company agrees to comply with the conditions on which such order is

issued, including reporting any potential or existing conflicts promptly

to the Board of The Dreyfus Socially Responsible Growth Fund, Inc., and

in particular whenever Contractholder voting instructions are

disregarded, to the extent such conditions are not materially different

from the conditions of the mixed and shared funding relief obtained by

Dreyfus Variable Investment Fund and Dreyfus Life and Annuity Index Fund,

Inc., respectively; and recognizes that it shall be responsible for

assisting the Board of The Dreyfus Socially Responsible Growth Fund, Inc.

in carrying out its responsibilities in connection with such order.

Insurance Company agrees to carry out such responsibilities with a view

to the interests of existing Contractholders.

6.2

If a majority of the Board, or a majority of Disinterested Board Members,

determines that a material irreconcilable conflict exists with regard to

Contractholder investments in a Participating Fund, the Board shall give

prompt notice to all Participating Companies and any other Participating

Fund. If the Board determines that Insurance Company is responsible for

causing or creating said conflict, Insurance Company shall at its sole

cost and expense, and to the extent reasonably practicable (as determined

by a majority of the Disinterested Board Members), take such action as is

necessary to remedy or eliminate the irreconcilable material conflict.

Such necessary action may include, but shall not be limited to:

Withdrawing the assets allocable to the Separate Account from the

Participating Fund and reinvesting such assets in another

Participating Fund (if applicable) or a different investment

medium, or submitting the question of whether such segregation

should be implemented to a vote of all affected Contractholders;

and/or

-9-

Establishing a new registered management investment company.

6.3

If a material irreconcilable conflict arises as a result of a decision by

Insurance Company to disregard Contractholder voting instructions and

said decision represents a minority position or would preclude a majority

vote by all Contractholders having an interest in a Participating Fund,

Insurance Company may be required, at the Board's election, to withdraw

the investments of the Separate Account in that Participating Fund.

6.4

For the purpose of this Article, a majority of the Disinterested Board

Members shall determine whether or not any proposed action adequately

remedies any irreconcilable material conflict, but in no event will any

Participating Fund be required to bear the expense of establishing a

new funding medium for any Contract. Insurance Company shall not be

required by this Article to establish a new funding medium for any

Contract if an offer to do so has been declined by vote of a majority

of the Contractholders materially adversely affected by the

irreconcilable material conflict.

6.5

No action by Insurance Company taken or omitted, and no action by the

Separate Account or any Participating Fund taken or omitted as a result

of any act or failure to act by Insurance Company pursuant to this

Article VI, shall relieve Insurance Company of its obligations under,

or otherwise affect the operation of, Article V.

ARTICLE VII

VOTING OF PARTICIPATING FUND SHARES

7.1

Each Participating Fund shall provide Insurance Company with copies, at

no cost to Insurance Company, of the Participating Fund's proxy material,

reports to shareholders and other communications to shareholders in such

quantity as Insurance Company shall reasonably require for distributing

to Contractholders or Participants.

Insurance Company shall:

(a)

solicit voting instructions from Contractholders or Participants

on a timely basis and in accordance with applicable law;

(b)

vote the Participating Fund shares in accordance with instructions

received from Contractholders or Participants; and

-10-

(c)

vote the Participating Fund shares for which no instructions have

been received in the same proportion as Participating Fund shares

for which instructions have been received.

Insurance Company agrees at all times to vote its General Account shares

in the same proportion as the Participating Fund shares for which

instructions have been received from Contractholders or Participants.

Insurance Company further agrees to be responsible for assuring that

voting the Participating Fund shares for the Separate Account is

conducted in a manner consistent with other Participating Companies.

ARTICLE VIII

MARKETING AND REPRESENTATIONS

8.1

Each Participating Fund or its underwriter shall periodically furnish

Insurance Company with the following documents, in quantities as

Insurance Company may reasonably request:

Current Prospectus and any supplements thereto; and

Other marketing materials.

Expenses for the production of such documents shall be borne by Insurance

Company in accordance with Section 5.2 of this Agreement.

8.2

Insurance Company shall designate certain persons or entities that shall

have the requisite licenses to solicit applications for the sale of

Contracts. No representation is made as to the number or amount of

Contracts that are to be sold by Insurance Company. Insurance Company

shall make reasonable efforts to market the Contracts and shall comply

with all applicable federal and state laws in connection therewith.

8.3

Insurance Company shall furnish, or shall cause to be furnished, to each

applicable Participating Fund or its designee, each piece of sales

literature or other promotional material in which the Participating Fund,

its investment adviser or the administrator is named, at least fifteen

Business Days prior to its use. No such material shall be used unless the

Participating Fund or its designee approves such material. Such approval

(if given) must be in writing and shall be presumed not given if not

received within ten Business Days after receipt of such material. Each

applicable Participating Fund or its designee, as the

-11-

case may be, shall use all reasonable efforts to respond within ten days

of receipt.

8.4

Insurance Company shall not give any information or make any

representations or statements on behalf of a Participating Fund or

concerning a Participating Fund in connection with the sale of the

Contracts other than the information or representations contained in the

registration statement or Prospectus of, as may be amended or

supplemented from time to time, or in reports or proxy statements for,

the applicable Participating Fund, or in sales literature or other

promotional material approved by the applicable Participating Fund.

8.5

Each Participating Fund shall furnish, or shall cause to be furnished, to

Insurance Company, each piece of the Participating Fund's sales

literature or other promotional material in which Insurance Company or

the Separate Account is named, at least fifteen Business Days prior to

its use. No such material shall be used unless Insurance Company approves

such material. Such approval (if given) must be in writing and shall be

presumed not given if not received within ten Business Days after receipt

of such material. Insurance Company shall use all reasonable efforts to

respond within ten days of receipt.

8.6

Each Participating Fund shall not, in connection with the sale of

Participating Fund shares, give any information or make any

representations on behalf of Insurance Company or concerning Insurance

Company, the Separate Account, or the Contracts other than the

information or representations contained in a registration statement or

prospectus for the Contracts, as may be amended or supplemented from time

to time, or in published reports for the Separate Account that are in the

public domain or approved by Insurance Company for distribution to

Contractholders or Participants, or in sales literature or other

promotional material approved by Insurance company,

8.7

For purposes of this Agreement, the phrase "sales literature or other

promotional material" or words of similar import include, without

limitation, advertisements (such as material published, or designed for

use, in a newspaper, magazine or other periodical, radio, television,

telephone or tape recording, videotape display, signs or billboards,

motion pictures or other public media), sales literature (such as any

written communication distributed or made generally available to

customers or the public, including brochures, circulars, research

reports, market letters, form letter, seminar texts, or reprints or

excerpts of any other advertisement, sales literature, or published

article), educational or training materials or other communications

-12-

distributed or made generally available to some or all agents or employees,

registration statements, prospectuses, statements of additional information,

shareholder reports and proxy materials, and any other material constituting

sales literature or advertising under National Association of Securities

Dealers, Inc. rules, the Act or the 1933 Act.

ARTICLE IX

INDEMNIFICATION

9.1

Insurance Company agrees to indemnify and hold harmless each

Participating Fund, Dreyfus, each respective Participating Fund's

investment adviser and sub-investment adviser (if applicable), each

respective Participating Fund's distributor, and their respective

affiliates, and each of their directors, trustees, officers, employees,

agents and each person, if any, who controls or is associated with any of

the foregoing entities or persons within the meaning of the 1933 Act

(collectively, the "Indemnified Parties" for purposes of Section 9.1),

against any and all losses, claims, damages or liabilities joint or

several (including any investigative, legal and other expenses reasonably

incurred in connection with, and any amounts paid in settlement of, any

action, suit or proceeding or any claim asserted) for which the

Indemnified Parties may become subject, under the 1933 Act or otherwise,

insofar as such losses, claims, damages or liabilities (or actions in

respect to thereof) (i) arise out of or are based upon any untrue

statement or alleged untrue statement of any material fact contained in

information furnished by Insurance Company for use in the registration

statement or Prospectus or sales literature or advertisements of the

respective Participating Fund or with respect to the Separate Account or

Contracts, or arise out of or are based upon the omission or the alleged

omission to state therein a material fact required to be stated therein

or necessary to make the statements therein not misleading; (ii) arise

out of or as a result of conduct, statements or representations (other

than statements or representations contained in the Prospectus and sales

literature or advertisements of the respective Participating Fund) of

Insurance Company or its agents, with respect to the sale and

distribution of Contracts for which the respective Participating Fund's

shares are an underlying Investment; (iii) arise out of the wrongful

conduct of Insurance Company or persons under its control with respect to

the sale or distribution of the Contracts or the respective Participating

Fund's shares; (iv) arise out of Insurance Company's incorrect

calculation and/or untimely reporting of net purchase or redemption

orders; or (v) arise out of any breach by Insurance Company of a material

term of this Agreement or as a result of any failure by Insurance Company

to provide the services and furnish the materials or

-13-

to make any payments provided for in this Agreement. Insurance Company

will reimburse any Indemnified Party in connection with investigating or

defending any such loss, claim, damage, liability or action; provided,

however, that with respect to clauses (i) and (ii) above Insurance

Company will not be liable in any such case to the extent that any such

loss, claim, damage or liability arises out of or is based upon any

untrue statement or omission or alleged omission made in such

registration statement, prospectus, sales literature, or advertisement in

conformity with written information furnished to Insurance Company by the

respective Participating Fund specifically for use therein. This

indemnity agreement will be in addition to any liability which Insurance

Company may otherwise have.

9.2

Each Participating Fund severally agrees to indemnify and hold harmless

Insurance Company and each of its directors, officers, employees, agents

and each person, if any, who controls Insurance Company within the

meaning of the 1933 Act (collectively, the "Insurance Company Indemnified

Parties") against any losses, claims, damages or liabilities to which

Insurance Company Indemnified Parties may become subject, under the 1933

Act or otherwise, insofar as such losses, claims, damages or liabilities

(or actions in respect thereof) joint or several (including any

investigative, legal and other expenses reasonably incurred in connection

with, and any amounts paid in settlement of, any action, suit or

proceeding or any claim asserted) (1) arise out of or are based upon any

untrue statement or alleged untrue statement of any material fact

contained in the registration statement or Prospectus or sales literature

or advertisements of the respective Participating Fund; (2) arise cut of

or are based upon the omission to state in the registration statement or

Prospectus or sales literature or advertisements of the respective

Participating Fund any material fact required to be stated therein or

necessary to make the statements therein not misleading; or (3) arise out

of or are based upon any untrue statement or alleged untrue statement of

any material fact contained in the registration statement or Prospectus

or sales literature or advertisements with respect to the Separate

Account or the Contracts and such statements were based on information

provided to Insurance Company by the respective Participating Fund; and

the respective Participating Fund will reimburse any legal or other

expenses reasonably incurred by Insurance Company Indemnified Parties in

connection with investigating or defending any such loss, claim, damage,

liability or action; provided, however, that the respective Participating

Fund will not be liable in any such case to the extent that any such

loss, claim, damage or liability arises out of or is based upon an untrue

statement or omission or alleged omission made in such registration

-14-

statement, Prospectus, sales literature or advertisements in conformity

with written information furnished to the respective Participating Fund

by Insurance Company specifically for use therein. This indenmity

agreement will be in addition to any liability which the respective

Participating Fund may otherwise have.

9.3

Each Participating Fund severally shall indemnify and hold Insurance

Company harmless against any and all liability, loss, damages, costs or

expenses which Insurance Company may incur, suffer or be required to pay

due to the respective Participating Fund's (1) incorrect calculation of

the daily net asset value, dividend rate or capital gain distribution

rate; (2) incorrect reporting of the daily net asset value, dividend rate

or capital gain distribution rate; and (3) untimely reporting of the net

asset value, dividend rate or capital gain distribution race; provided

that the respective Participating Fund shall have no obligation to

indemnify and hold harmless Insurance Company if the incorrect

calculation or incorrect or untimely reporting was the result of

incorrect information furnished by Insurance Company or information

furnished untimely by Insurance Company or otherwise as a result of or

relating to a breach of this Agreement by Insurance Company.

9.4

Promptly after receipt by an indemnified party under this Article of

notice of the commencement of any action, such indemnified party will, if

a claim in respect thereof is to be made against the indemnifying party

under this Article, notify the indemnifying party of the commencement

thereof. The omission to so notify the indemnifying party will not

relieve the indemnifying party from any liability under this Article IX,

except to the extent that the omission results in a failure of actual

notice to the indemnifying party and such indemnifying party is damaged

solely as a result of the failure to give such notice. In case any such

action is brought against any indemnified party, and it notified the

indemnified party of the commencement thereof, the indemnifying party

will be entitled to participate therein and, to the extent that it may

wish, assume the defense thereof, with counsel satisfactory to such

indemnified party, and to the extent that the indemnifying party has

given notice to such effect to the indemnified party and is performing

its obligations under this Article, the indemnifying party shall not be

liable for any legal or other expenses subsequently incurred by such

indemnified party in connection with the defense thereof, other than

reasonable costs of investigation. Notwithstanding the foregoing, in any

such proceeding, any indemnified party shall have the right to retain its

own counsel, but the fees and expenses of such counsel shall be at the

expense of such party unless (i) the indemnifying party and the

-15-

indemnified party shall have mutually agreed to the retention of such

counsel or (ii) the named parties to any such proceeding (including any

impleaded parties) include both the indemnifying party and the

indemnified party and representation of both parties by the same counsel

would be inappropriate due to actual or potential differing interests

between them. The indemnifying party shall not be liable for any

settlement of any proceeding effected without its written consent.

A successor by law of the parties to this Agreement shall be entitled to

the benefits of the indemnification contained in this Article IX. The

provisions of this Article IX shall survive termination of this

Agreement.

9.5

Insurance Company shall indemnify and hold each respective Participating

Fund, Dreyfus and sub-investment adviser of the Participating Fund

harmless against any tax liability incurred by the Participating Fund

under Section 851 of the Code arising from purchases or redemptions by

Insurance Company's General Accounts or the account of its affiliates.

ARTICLE X

COMMENCEMENT AND TERMINATION

10.1

This Agreement shall be effective as of the date hereof and shall

continue in force until terminated in accordance with the provision

herein.

10.2

This Agreement shall terminate without penalty:

As to any Participating Fund, at the option of Insurance Company

or the Participating Fund at any time from the date hereof upon

180 days' notice, unless a shorter time is agreed to by the

respective Participating Fund and Insurance Company;

As to any Participating Fund, at the option of Insurance Company,

if shares of that Participating Fund are not reasonably available

to meet the requirements of the Contracts as determined by

Insurance Company. Prompt notice of election to terminate shall be

furnished by Insurance Company, said termination to be effective

ten days after receipt of notice unless the Participating Fund

makes available a sufficient number of shares to meet the

requirements of the Contracts within said ten-day period;

As to a Participating Fund, at the option of Insurance Company,

upon the institution of formal proceedings against that

Participating Fund by the Commission, National Association of

Securities Dealers or any other

-16-

regulatory body, the expected or anticipated ruling, judgment or

outcome of which would, in Insurance Company's reasonable

judgment, materially impair that Participating Fund's ability to

meet and perform the Participating Fund's obligations and duties

hereunder. Prompt notice of election to terminate shall be

furnished by Insurance Company with said termination to be

effective upon receipt of notice;

As to a Participating Fund, at the option of each Participating

Fund, upon the institution of formal proceedings against Insurance

Company by the Commission, National Association of Securities

Dealers or any other regulatory body, the expected or anticipated

ruling, judgment or outcome of which would, in the Participating

Fund's reasonable judgment, materially impair Insurance Company's

ability to meet and perform Insurance Company's obligations and

duties hereunder. Prompt notice of election to terminate shall be

furnished by such Participating Fund with said termination to be

effective upon receipt of notice;

As to a Participating Fund, at the option of that Participating

Fund, if the Participating Fund shall determine, in its sole

judgment reasonably exercised in good faith, that Insurance

Company has suffered a material adverse change in its business or

financial condition or is the subject of material adverse

publicity and such material adverse change or material adverse

publicity is likely to have a material adverse impact upon the

business and operation of that Participating Fund or Dreyfus, such

Participating Fund shall notify Insurance Company in writing of

such determination and its intent to terminate this Agreement, and

after considering the actions taken by Insurance Company and any

other changes in circumstances since the giving of such notice,

such determination of the Participating Fund shall continue to

apply on the sixtieth (60th) day following the giving of such

notice, which sixtieth day shall be the effective date of

termination;

As to a Participating Fund, upon termination of the Investment

Advisory Agreement between that Participating Fund and Dreyfus or

its successors unless Insurance Company specifically approves the

selection of a new Participating Fund investment adviser. Such

Participating Fund shall promptly furnish notice of such

termination to Insurance Company;

As to a Participating Fund, in the event that Participating Fund's

shares are not registered, issued

-17-

or sold in accordance with applicable federal law, or such law

precludes the use or such shares as the underlying investment

medium of Contracts issued or to be issued by Insurance Company.

Termination shall be effective immediately as to that

Participating Fund only upon such occurrence without notice;

At the option of a Participating Fund upon a determination by its

Board in good faith that it is no longer advisable and in the best

interests of shareholders of that Participating Fund to continue

to operate pursuant to this Agreement. Termination pursuant to

this Subsection (h) shall be effective upon notice by such

Participating Fund to Insurance Company of such termination;

At the option of a Participating Fund if the Contracts cease to

qualify as annuity contracts or life insurance policies, as

applicable, under the Code, or if such Participating Fund

reasonably believes that the Contracts may fail to so qualify;

At the option of any party to this Agreement, upon another party's

breach of any material provision of this Agreement;

At the option of a Participating Fund, if the Contracts are not

registered, issued or sold in accordance with applicable federal

and/or state law; or

Upon assignment of this Agreement, unless made with the written

consent of every other non-assigning party.

Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or

10.2k herein shall not affect the operation of Article V of this

Agreement. Any termination of this Agreement shall not affect the

operation of Article IX of this Agreement.

10.3

Notwithstanding any termination of this Agreement pursuant to Section

10.2 hereof, each Participating Fund and Dreyfus may at the option of the

Participating Fund, continue to make available additional shares of that

Participating Fund for as long as the Participating Fund desires pursuant

to the terms and conditions of this Agreement as provided below, for all

Contracts in effect on the effective date of termination of this

Agreement (hereinafter referred to as "Existing Contracts").

Specifically, without limitation, if that Participating Fund and Dreyfus

so elect to make additional Participating Fund shares available, the

owners of the Existing Contracts or Insurance Company, whichever shall

have legal authority to do so, shall be permitted to

-18-

reallocate investments in that Participating Fund, redeem investments in

that Participating Fund and/or invest in that Participating Fund upon the

making of additional purchase payments under the Existing Contracts. In

the event of a termination of this Agreement pursuant to Section 10.2

hereof, such Participating Fund and Dreyfus, as promptly as is

practicable under the circumstances, shall notify Insurance Company

whether Dreyfus and that Participating Fund will continue to make that

Participating Fund's shares available after such termination. If such

Participating Fund shares continue to be made available after such

termination, the provisions of this Agreement shall remain in effect and

thereafter either of that Participating Fund or Insurance Company may

terminate the Agreement as to that Participating Fund, as so continued

pursuant to this Section 10.3, upon prior written notice to the other

party, such notice to be for a period that is reasonable under the

circumstances but, if given by the Participating Fund, need not be for

more than six months.

10.4

Termination of this Agreement as to any one Participating Fund shall not

be deemed a termination as to any other Participating Fund unless

Insurance Company or such other Participating Fund, as the case may be,

terminates this Agreement as to such other Participating Fund in

accordance with this Article X.

ARTICLE XI

AMENDMENTS

11.1

Any other changes in the terms of this Agreement, except for the addition

or deletion of any Participating Fund as specified in Exhibit A, shall be

made by agreement in writing between Insurance Company and each

respective Participating Fund.

ARTICLE XII

NOTICE

12.1

Each notice required by this Agreement shall be given by certified mail,

return receipt requested, to the appropriate parties at the following

addresses:

Insurance Company: Prudential Insurance Co.

000 Xxxxx Xxxxxx

Xxxxxx, Xxx Xxxxxx 00000

Attn: Xxxx Xxxxxxxxx, Esq.

Participating Funds: [Name of Fund]

c/o Premier Mutual Fund Services, Inc.

000 Xxxx Xxxxxx, 0xx Xxxxx Xxxx

Xxx Xxxx, Xxx Xxxx 00000

Attn: Xxxxxxxxx X. Keelev, Esq.

-19-

with copies to: [Name of Fund]

c/o The Dreyfus Corporation

000 Xxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attn: Xxxx X. Xxxxxx, Esq.

Xxxxxxxx X. Xxxxxxx, Esq.

Stroock & Stroock & Xxxxx

0 Xxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000-0000

Attn: Xxxxx X. Xxxx, Esq.

Xxxxxx X. Xxxxxxx, Esq.

Notice shall be deemed to be given on the date of receipt by the

addresses as evidenced by the return receipt.

ARTICLE XIII

MISCELLANEOUS

13.1

This Agreement has been executed on behalf of each Fund by the

undersigned officer of the Fund in his capacity as an officer of the

Fund. The obligations of this Agreement shall only be binding upon the

assets and property of the Fund and shall not be binding upon any

director, trustee, officer or shareholder of the Fund individually. It is

agreed that the obligations of the Funds are several and not joint, that

no Fund shall be liable for any amount owing by another Fund and that the

Funds have executed one instrument for convenience only.

ARTICLE XIV

LAW

14.1

This Agreement shall be construed in accordance with the internal laws of

the State of New York, without giving effect to principles of conflict

of laws.

-20-

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

executed and attested as of the date above written.

PRUDENTIAL INSURANCE COMPANY OF AMERICA

BY: /s/ Illegible

-------------------------------------

Its: Vice President

Attest: /s/ Xxxx Xxxx

--------------------------

DREYFUS LIFE AND ANNUITY INDEX FUND,

INC. (d/b/a DREYFUS STOCK INDEX FUND)

BY: /s/ Xxxxxxxxx Xxxxxx

-------------------------------------

Its: Vice President

Attest: /s/ X.X.Xxxxxxx

--------------------------

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH

FUND, INC.

BY: Xxxxxxxxx Xxxxxx

-------------------------------------

Its: Vice President

Attest: /s/ X.X. Xxxxxxx

--------------------------

DREYFUS VARIABLE INVESTMENT FUND

BY: /s/ Xxxxxxxxx Xxxxxx

-------------------------------------

Its: Vice President

Attest: /s/ X.X. Xxxxxxx

--------------------------

-21-

EXHIBIT A

LIST OF PARTICIPATING FUNDS

Dreyfus Variable Investment Fund

Capital Appreciation Portfolio

International Equity Portfolio

International Value Portfolio

Quality Bond Portfolio

Small Cap Portfolio

Disciplined Stock Portfolio

Growth and Income Portfolio

Managed Assets Portfolio

Zero Coupon 2000 Portfolio

Small Company Stock Portfolio

The Dreyfus Socially Responsible Growth Fund, Inc.

-22-

Document Metadata

Table of Contents

FUND PARTICIPATION AGREEMENT

Document Metadata