AGREEMENT dated , by and between Pruco Securities Corporation (Distributor), a New Jersey corporation and (Broker), a ___ corporation. In consideration of the mutual promises contained herein, the...

SELECTED BROKER AGREEMENT Exhibit 30(c)(iii)

AGREEMENT dated __________________, by and between Pruco Securities

Corporation (Distributor), a New Jersey corporation and __________________

(Broker), a ___________________ corporation.

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 which may be issued

and issued by any one of Pruco Life Insurance Company, Pruco Life

Insurance Company of New Jersey or The Prudential Insurance Company of

America (hereinafter collectively called the "Company") and for which

Distributor has been appointed the principal underwriter pursuant to

Distribution Agreements, copies of which have been furnished to Broker.

(2) Accounts - Separate accounts established and maintained by Company

pursuant to the laws of Arizona or New Jersey, as applicable, 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) 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 application

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 the contract in any state or jurisdiction.

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

any amendment to the Registration Statement or any amendment or

supplement to any Prospectus.

C. AGREEMENTS OF BROKER

(1) It is understood and agreed that Broker is a registered broker/dealer

under the 1934 Act and a member of the National Association of

Securities Dealers, Inc. and that the agents or representatives of

Broker who will be soliciting applications for the Contracts also will

be duly registered representatives of Broker.

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

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

contract 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 the applicable one of "Pruco Life

Insurance Company", (for contracts issued by Pruco Life Insurance

Company and/or Pruco Life Insurance Company of New Jersey) or "The

Prudential Insurance Company of America". 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 the 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 Rule 6e-

2(b)(13)(viii) of the 1940 Act, the purchaser will receive a refund of

any premium payments, plus or minus any change due to investment

performance in the value of the invested portion of such premiums;

however, if applicable state law so requires, the purchaser who

exercises his short-term cancellation right will receive a refund of

all payments made, unadjusted for investment experience prior to the

cancellation. The Broker will be notified of any such action.

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

contained shall constitute Broker, its agents or representatives, or

any employees thereof as employees of Company or Distributor in

connection with the solicitation of 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; 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 Broker by 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 Account, 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 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.

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

compensation shall be based on a schedule to be determined by agreement

of Company, Distributor and Broker. 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.

E. USE OF INSURANCE AGENCY AFFILIATE OF BROKER

It is understood and agreed that the registered representatives of

Broker engaged in the offer and sale of the Contracts may be employed by

(____________), an affiliate of Broker which is licensed as an insurance

agency (hereinafter referred to as "Insurance Agency Affiliate"), and whose

shareholders, officers, and employees are "associated persons" of Broker

within the meaning of Section 3(a)(18) of the 1934 Act. It is further

understood and agreed that records relating to sales of Contracts by such

employees may be maintained by Insurance Company Affiliate. It is further

understood and agreed that commissions payable under this agreement shall, if

broker so directs, be paid to Insurance Agency Affiliate. Broker agrees that,

if the Contracts are sold through Insurance Agency affiliate:

(1) Broker will retain full responsibility for compliance with the

requirements of the 1933 Act and the 1934 Act, and will continue to

perform all obligations set forth in Section C above.

(2) Any books and records maintained by Insurance Agency Affiliate will be

deemed, for purposes of the 1934 Act, to be books and records of Broker

and will conform to the requirements of Section 17(a) of the 1934 Act

and the rules thereunder. The manner in which the books and records of

Broker and Insurance Agency Affiliate are made and maintained will

permit supervisory personnel of Broker as well as authorized examiners

of the SEC or of another appropriate governmental agency or

self-regulatory organization to review data concerning transactions in

the Contracts effected through Insurance Agency Affiliate to the same

extent as if such transactions had been effected through Broker itself.

This may be accomplished either through maintaining one set of books

and records for Broker and Insurance Agency Affiliate or by maintaining

separate sets of books and records with adequate integration, through

cross-referencing or otherwise, between records maintained by Broker

and those maintained by Insurance Agency Affiliate.

(3) Any receipt by Insurance Agency Affiliate of commissions for the sale

of the Contracts, and any payment by Insurance Agency Affiliate of

commissions for the sale of the Contracts to its sales personnel, will

be reflected in the FOCUS reports filed by Broker pursuant to Section

17(a) of the 1934 Act and the rules thereunder and in its fee

assessment reports filed with the National Association of Securities

Dealers, Inc.

(4) All premiums derived from the sale of the Contract through Insurance

Agency Affiliate will be sent directly to the Company by Insurance

Agency Affiliate customers or will be sent by them to Broker for

forwarding to the Company. Insurance Agency Affiliate will not receive

or accumulate customer funds nor will it receive or maintain custody of

customer securities.

F. COMPLAINTS 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 Contract 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.

G. 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

F hereof; (b) the indemnity set forth in Section H hereof; and (c) the

obligation to settle accounts hereunder, including commission payments

on premiums subsequently received for Contracts in effect at the time

of termination or issued pursuant to applications received by Broker

prior to termination.

H. INDEMNITY

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

the provision 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 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 the Prospectus or any amendment or supplement to the 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 Brokers; or

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

commissions, service fees, development allowances or other

compensation or renumeration of any type;

comply 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 of 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.

I. ASSIGNABILITY

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

consent of the other.

J. 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

(Distributor)

By: _________________________

President

_____________________________

(Broker)

By: _________________________

SELECTED BROKER AGREEMENT

SCHEDULE A

The following policies are the Contracts as defined in the Agreement made and

effective ________________, 19__, between Pruco Securities Corporation and

_____________________.

PRUCO LIFE INSURANCE COMPANY

VARIABLE UNIVERSAL LIFE

(Flexible Premium Variable Life Policy)

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AGREEMENT dated , by and between Pruco Securities Corporation (Distributor), a New Jersey corporation and (Broker), a ___ corporation. In consideration of the mutual promises contained herein, the...

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AGREEMENT dated __________________, by and between Pruco Securities Corporation (Distributor), a New Jersey corporation and __________________ (Broker), a ___________________ corporation. In consideration of the mutual promises contained herein, the...

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AGREEMENT dated , by and between Pruco Securities Corporation (Distributor), a New Jersey corporation and (Broker), a ___ corporation. In consideration of the mutual promises contained herein, the...