FUND PARTICIPATION AGREEMENT

FIRST AMENDMENT TO

FUND PARTICIPATION AGREEMENT

This First Amendment to Fund Participation Agreement (“Amendment”) is entered into by and among Xxxx Xxxxx Investor Services, LLC, (the “Distributor”), Xxxx Xxxxx Partners Variable Equity Trust and Xxxx Xxxxx Partners Variable Income Trust (each a “Fund”, collectively the “Funds”) and Pruco Life Insurance Company (the “Company”), collectively (the “Parties”).

WHEREAS, the Parties entered into a Participation Agreement dated October 1, 2019 (the

“Agreement”);

WHEREAS, the Parties wish to add Pruco Life Insurance Company of New Jersey (“PLNJ”) as a party to the Agreement;

WHEREAS, the Parties desire to amend the Agreement;

NOW, THEREFORE, in consideration of these premises and the terms and conditions set forth herein, the Parties agree as follows:

1.Appendix A of this Amendment, attached hereto, supersedes and replaces in its entirety the Appendix A of the Agreement.

2.The Agreement is hereby amended to add Pruco Life Insurance Company of New Jersey to the definition of “Company” and the list of Parties to the Agreement.

3.Notices. The notices information for the Company and PLNJ shall be as stated below.

If to the Company:     Pruco Life Insurance Company

Xxx Xxxxxxxxx Xxxxx

Shelton, CT 06484

Attn: Xxxxxxx Xxxxxx

If to PLNJ:     Pruco Life Insurance Company of New Jersey

Xxx Xxxxxxxxx Xxxxx

Shelton, CT 06484

Attn: Xxxxxxx Xxxxxx

4.Other Terms. Other than the foregoing, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect and are ratified and confirmed in all respects by the Parties to this Amendment.

1

For the purpose of referring to this Amendment, the date of this Amendment shall be the date of acceptance by Xxxx Xxxxx Investor Services, LLC.

Xxxx Xxxxx Investor Services, LLC						Pruco Life Insurance Company
By: /s/ Xxxxxx X’Xxxx Name: Xxxxxx X’Xxxx Title: COO US Distribution Date: 9/1/2020						By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President Date: 9/9/2020
Xxxx Xxxxx Partners Variable Equity Trust						Pruco Life Insurance Company of New Jersey
By: /s/ Xxxx Trust Name: Xxxx Trust Title: President & CEO Date: 9/1/2020						By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President Date: 9/9/2020
Xxxx Xxxxx Partners Variable Income Trust
By: /s/ Xxxx Trust Name: Xxxx Trust Title: President & CEO Date: 9/1/2020

2

APPENDIX A

Separate Accounts, Contracts and Designated Portfolios

Name of Separate Accounts and Date

Established by Board of Directors

Pruco Life Flexible Premium Variable Annuity Account (June 16, 1995)

Pruco Life of New Jersey Flexible Premium Variable Annuity Account (May 20, 1996)

Contracts Funded by Separate Account

Individual Flexible Premium Deferred Variable Annuity Account Individual Flexible Premium Deferred Variable Annuity Account
Designated Portfolio
Name			Cusip
ClearBridge Variable Aggressive Growth Portfolio - Class I			00000X000
ClearBridge Variable Appreciation Portfolio - Class I			00000X000
ClearBridge Variable Dividend Strategy Portfolio - Class I			00000X000
ClearBridge Variable Large Cap Growth Portfolio - Class I			00000X000
ClearBridge Variable Mid Cap Portfolio - Class I			00000X000
ClearBridge Variable Small Cap Growth Portfolio - Class I			00000X000
QS Variable Conservative Growth - Class I			00000X000
QS Variable Growth Portfolio - Class I			00000X000
QS Variable Moderate Growth - Class I			00000X000
Western Asset Core Plus VIT Portfolio - Class I			00000X000
Western Asset Variable Global High Yield Bond Portfolio - Class I			00000X000

3