AMENDMENT TO PARTICIPATION AGREEMENT

AMENDMENT TO

PARTICIPATION AGREEMENT

The Participation Agreement (the “Agreement”), dated as of September 21, 1996, by and among AIM Variable Insurance Funds, a Delaware trust; A I M Distributors, Inc., a Delaware corporation, Pruco Life Insurance Company of New Jersey and Prudential Annuities Distributors, Inc., is hereby amended as follows:

     WHEREAS, effective April 30, 2010, AIM Variable Insurance Funds was renamed AIM Variable Insurance Funds (Invesco Variable Insurance Funds). All references to AIM Variable Insurance Funds will hereby be deleted and replaced with AIM Variable Insurance Funds(Invesco Variable Insurance Funds);

     WHEREAS, on March 31, 2008, A I M Distributors, Inc. was renamed Invesco Aim Distributors, Inc. Effective April 30, 2010, Invesco Aim Distributors, Inc. was renamed Invesco Distributors, Inc. All references to A I M Distributors, Inc. and Invesco Aim Distributors, Inc. will hereby be deleted and replaced with Invesco Distributors, Inc.

     Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

SCHEDULE A

FUNDS AVAILABLE UNDER THE CONTRACTS

ALL SERIES I SHARES AND SERIES II SHARES OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)

SEPARATE ACCOUNTS UTILIZING THE FUNDS

ALL SEPARATE ACCOUNTS UTILIZING THE FUNDS

CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS

ALL CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Effective date: April 30, 2010

						AIM VARIABLE INSURANCE FUNDS
						(INVESCO VARIABLE INSURANCE FUNDS)
Attest:		/s/ Xxxxx Xxxxxxxx				By:		/s/ Xxxx X. Xxxx
Name:		Xxxxx Xxxxxxxx				Name:		Xxxx X. Xxxx
Title:		Assistant Secretary				Title:		Senior Vice President
						INVESCO DISTRIBUTORS, INC.
Attest:		/s/ Xxxxx Xxxxxxxx				By:		/s/ Xxxx X. Xxxxxx
Name:		Xxxxx Xxxxxxxx				Name:		Xxxx X. Xxxxxx
Title:		Assistant Secretary				Title:		President
						PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
Attest:		/s/ Xxxxxx Xxxxxx				By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxx Xxxxxx				Name:		Xxxxxxx X. Xxxxxx
Title:		Executive Assistant				Title:		Executive Vice President
						PRUDENTIAL ANNUITIES DISTRIBUTORS, INC.
Attest:		/s/ Xxxxxx Xxxxxx				By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxx Xxxxxx				Name:		Xxxxxxx X. Xxxxxx
Title:		Executive Assistant				Title:		Executive Vice President