Amendment #3 to the AUTOMATIC

Amendment  #3

to the

AUTOMATIC

YEARLY RENEWABLE TERM REINSURANCE AGREEMENT

EFFECTIVE December 1, 2004

Between

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

(THE COMPANY)

And

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

(THE REINSURER)

The parties hereby agree to the following:

1.   SCHEDULE A, Section 1, POLICIES REINSURED, shall be replaced by the following:

POLICIES REINSURED

This Agreement covers the following policies issued by THE COMPANY:

·   Appreciable Life – Form Numbers XXX-00, XXX-00, XXX-00, XXX-00 and all state variations

·   Charity Plus – Form Numbers CUL-B-106 and all state variations

·   M Premier VUL – Form Number MPVUL-2003 and all state variations

·   PruLife Advisor Select – Form Number VULPAS 2002 and all state variations

·   PruLife Custom Premier – Form Number VUL-2000 and all state variations

·   PruLife Custom Premier II – Form Number VUL-2004 and all state variations

·   PruLife Return of Premium Term – Form Number PLTIR-2006 and all state variations

·   PruLife Universal – Form Number UL-2000 and all state variations

·   PruLife Universal Plus – Form Numbers UL-2001 for PruLife Universal Plus and all state variations

·   PruLife UL Plus/Protector 2003 –Form Numbers UL-2003 for PruLife UL Plus 2003, ULNT-2003 for PruLife UL Protector 2003 and all state variations

·   PruLife SUL Plus/Protector -- Policy Form Numbers SUL-2003 for XxxXxxx XXX Xxxx, XXXXX-0000 for PruLife SUL Protector and all state variations

·   PruSelect III –Form Numbers CVUL-1999 and all state variations

·   PruVider – Form Number VAL-DR-105 and all state variations

·   Survivorship Variable Universal Life – Form Number SVUL-2000 and all state variations

·   Term Elite and Essential 2000, 2001, 2002, 2003, 2004, 2005, and 2006 – Form Numbers XXXX-0000, XXXXXX-0000, PLTINC-2001, PLTIC-2003, PLTI-2005, PLTIC-2005 and all state variations

·   Variable Appreciable Life – Form Numbers XXXX-00, XXXX-00, XXXX-00, XXXX-00, and all state variations

·   Variable Life Insurance – Form Number VFL-85 and all state variations

·   All subsequent policies issued on policy forms that are essentially revisions to the above products, notwithstanding the fact that new form numbers are assigned for state filing or administrative purposes.

In addition, the following supplemental benefits and riders on reinsured policies are included in this Agreement:

·   Target Term Rider (TTR)

·   Supplemental Insurance Amount (SIA)

·   Any other term riders that provide additional life insurance on the life of the insured including, Appreciable Plus Term Rider, Annual Renewable Term Riders, Decreasing Term Riders, Level Premium Term Riders, and Term Protector Riders

·   Estate Protection Rider

Excluded from the Agreement are the following supplemental benefits and riders:

·   Accidental Death Benefit

·   Applicant’s Waiver of Premium

·   Rider for Return of Premium

·   Unscheduled Premium Benefit

·   Riders that provide additional life insurance on the life of the spouse of the insured

·   Riders that provide additional life insurance on the lives of any dependent children of the insured

This Agreement covers policies of the above types that are under the following policy statuses:

·   Inforce premium paying as of the Effective Date

·   Lapsed within the reinstatement period and subsequently reinstated

·   New Business effective on or after the Effective Date

·   Extended Term Insurance as of the Effective Date

·   Fully Paid-Up Insurance as of the Effective Date

·   Reduced Paid-Up Insurance as of the Effective Date

2.   SCHEDULE A, Section 4, POLICY RISK AMOUNT, shall be replaced by the following:

POLICY RISK AMOUNT

The policy risk amount as used in this Agreement is equal to the net amount at risk.  The net amount at risk is determined at the beginning of each calendar month.  For premium paying variable and universal life policies and policies under variable reduced paid-up, the net amount at risk is defined as the death benefit minus the contract fund.  For premium paying term policies, the net amount at risk is equal to the death benefit.  (For return of premium term policies, since the Return of Premium Rider is excluded from reinsurance, the net amount at risk is equal to the death benefit.)  For policies under extended term, fully paid-up, or fixed reduced paid-up insurance, the net amount at risk is equal to the death benefit minus the cash value.

Y-Excess-2004-PICA-PLNJ-3