SECOND AMENDMENT TO FUND PARTICIPATION AGREEMENT among Legg Mason Partners Variable Equity Trust, Legg Mason Partners Variable Income Trust, Franklin Distributors, LLC, Pruco Life Insurance Company, And Pruco Life Insurance Company of New Jersey

SECOND AMENDMENT TO

FUND PARTICIPATION AGREEMENT

among

Xxxx Xxxxx Partners Variable Equity Trust,

Xxxx Xxxxx Partners Variable Income Trust,

Franklin Distributors, LLC,

Pruco Life Insurance Company,

And

Pruco Life Insurance Company of New Jersey

This Second Amendment to Fund Participation Agreement is entered into by and among Xxxxxxxx Distributors, LLC (formerly known as Xxxx Xxxxx Investors Services, LLC) (the “Distributor”), Xxxx Xxxxx Partners Variable Equity Trust and Xxxx Xxxxx Partners Variable Income Trust, (each a “Fund”, collectively the “Funds”), Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey (the “Company”, or “you”), (individually a “Party”, collectively, the “Parties”).

WHEREAS, the Parties entered into a Fund Participation Agreement dated October 1, 2019, as amended (the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement;

WHEREAS, on July 1, 2021, an Addendum to the Agreement revised the Agreement to reflect the merger of Franklin/Xxxxxxxxx Distributors, Inc. into Xxxx Xxxxx Investor Services, LLC, which was renamed Franklin Distributors, LLC (the “Distributor,” and together with the Trust, “we,” “our,” or “us”).

WHEREAS, the Company wishes to add funds to and restate Appendix A 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 to amend the Agreement as follows:

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

2.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.

For the purpose of referring to this Amendment, the date of this Amendment shall be the date of acceptance by Xxxxxxxx Distributors, LLC.

FRANKLIN DISTRIBUTORS, LLC						XXXX XXXXX PARTNERS VARIABLE INCOME TRUST
BY: /s/ Xxxx Xxxxx NAME: Xxxx Xxxxx TITLE: President DATE: 9/8/2023						BY: /s/ Xxxx Trust NAME: Xxxx Xxxxx XXXXX: President & CEO DATE: 9/8/2023
XXXX XXXXX PARTNERS VARIABLE EQUITY TRUST
BY: /s/ Xxxx Trust NAME: Xxxx Xxxxx XXXXX: President & CEO DATE: 9/8/2023
PRUCO LIFE INSURANCE COMPANY			PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
BY: /s/ Xxx Xxxxxxxx NAME: Xxx Xxxxxxxx XXXXX: Vice President - Product Strategy DATE: 9/20/2023						BY: /s/ Xxx Xxxxxxxx NAME: Xxx Xxxxxxxx XXXXX: Vice President - Product Strategy DATE: 9/20/2023

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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 Portfolios
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 Mid Cap Portfolio – Class II			00000X000
ClearBridge Variable Small Cap Growth Portfolio - Class I			00000X000
Franklin Multi-Asset Variable Conservative Growth - Class I			00000X000
Franklin Multi-Asset Variable Growth - Class I			00000X000
Franklin Multi-Asset Variable Moderate Growth - Class I			00000X000
Western Asset Core Plus VIT Portfolio - Class I			00000X000
Western Asset Core Plus VIT Portfolio – Class II			00000X000
Western Asset Variable Global High Yield Bond Portfolio - Class I			00000X000

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