EXHIBIT (b)(ix)(2)
INDEMNIFICATION AGREEMENT
WHEREAS, the staff of the Securities and Exchange Commission has approved
the use of a combined simplified prospectus and a combined statement of
additional information that will describe both a variable life insurance
contract and its underlying fund;
WHEREAS, Pruco Life of New Jersey Insurance Company ("PLNJ") and the Board
of Directors of The Prudential Series Fund ("Series Fund") agree that a
combined simplified prospectus and a combined simplified statement of additional
information for the Series Fund (Reg. No. 2-80896) and The PRUvider Variable
Appreciable Life Contract (Reg. No. 33-57186) (the "PRUvider Contract") will be
more comprehensible and will more effectively disclose to prospective purchasers
the material information relating to the PRUvider Contract and to the Series
Fund than the two separate prospectuses that are currently given to prospective
purchasers; and
WHEREAS, PLNJ recognizes that the Series Fund and the members of its Board
of Directors should have no responsibility for the accuracy of the statements in
the combined simplified prospectus, to the extent that those statements relate
to a PRUvider Contract rather than to the Series Fund, and that the Series Fund
and the members of its Board of Directors should have no obligation to verify
the accuracy or completeness of such statements, such obligation being solely
that of PLNJ as the issuer of the PRUvider Contracts and as the depositor of the
Pruco Life of New Jersey Variable Appreciable Account;
NOW, THEREFORE, PLNJ hereby agrees that the Series Fund and the members of
the Board of Directors of the Series Fund shall not be liable for any loss or
damage resulting from any misstatement or misrepresentation or for any omission
of any material fact in the combined simplified prospectus that is part of the
registration statement for the Series Fund, Registration No. 2-80896, to the
extent that such misstatement, misrepresentation, or omission relates to the
PRUvider Contract or to any of its provisions or to the manner in which it is
administered.
PLNJ further agrees that it will indemnify the Series Fund and any or all
of the members of the Board of Directors of the Series Fund and shall hold them
harmless from all cost, damage and expense that they or any of them may incur,
including the expenses of legal counsel and any other expenses incurred
defending any claim that may be brought against them, arising from the inclusion
in the combined simplified prospectus or its statement of additional
information, of any information relating to the PRUvider Contract or from the
failure of that prospectus or statement of additional information to include any
information relating to the PRUvider Contract.
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Indemnification under this Agreement is conditioned upon the following:
The Series Fund and the directors of the Series Fund will promptly notify
PLNJ if any such claim is made against any of them. In addition, the Series
Fund and the directors of the Series Fund will use all reasonable care to
identify and notify PLNJ promptly concerning any situation which presents
or appears likely to present the probability of such a claim. PLNJ shall
have the option to defend the Series Fund and the members of the Board of
Directors of the Series Fund against any claim which may be the subject of
this Indemnification Agreement and, in the event that PLNJ so elects, it
will so notify them. Upon such notification, PLNJ shall take over complete
defense of the claim. In such situation, the Series Fund and the members of
the Board of Directors of the Series Fund shall fully cooperate with PLNJ
in the defense of such claim and they shall initiate no further legal or
other expenses for which they shall seek indemnification under this
Agreement. The Series Fund and the members of the Board of Directors of the
Series Fund shall in no case confess any claim or make any compromise in
any case in which PLNJ will be asked to provide indemnification under this
agreement except with PLNJ's prior written consent.
IN WITNESS WHEREOF, PLNJ has caused this agreement to be executed by the
officer designated below as of May 1, 1994, the effective date of the
registration statement that first includes the combined simplified prospectus
and the combined statement of additional information.
PRUCO LIFE OF NEW JERSEY
INSURANCE COMPANY
Witness:
______________________________ By_____________________________
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