0000851693-08-000022 Sample Contracts

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 18th, 2008 • Pruco Life Variable Universal Account • Massachusetts

This Fund Participation Agreement (the "Agreement"), effective as of December 31, 2007, is made by and among Pruco Life Insurance Company ("Company"), JPMorgan Insurance Trust (the "Trust"), the Trust’s investment advisor, JPMorgan Investment Advisors Inc. (the “Adviser”), and the Trust's administrator, JPMorgan Funds Management, Inc. (the "Administrator”).

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FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 18th, 2008 • Pruco Life Variable Universal Account • Colorado

THIS AGREEMENT is made this ____ day of ______________________, between JANUS ASPEN SERIES, an open-end management investment company organized as a Delaware business trust (the "Trust"), and PRUCO LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Arizona (the "Company"), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A, as may be amended from time to time (the "Accounts").

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 18th, 2008 • Pruco Life Variable Universal Account • New York

THIS AGREEMENT, made as of the 14th day of January, 2008, by and between NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST ("TRUST"), NEUBERGER BERMAN MANAGEMENT INC. ("NB MANAGEMENT"), a New York corporation, and PRUCO LIFE INSURANCE COMPANY ("LIFE COMPANY"), a life insurance company organized under the laws of the State of Arizona.

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 18th, 2008 • Pruco Life Variable Universal Account • New York

This Agreement is entered into as of the 31st day of December, 2007, between PRUCO LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Arizona (“Insurance Company"), on behalf of itself and on behalf of the separate accounts set forth on Exhibit A, and each Participating Fund (as defined below).

AMENDED AND RESTATED FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 18th, 2008 • Pruco Life Variable Universal Account
Amendment #8 to the AUTOMATIC AND FACULTATIVE
Yearly Renewable Term Reinsurance Agreement • April 18th, 2008 • Pruco Life Variable Universal Account
RIDER FOR LEVEL TERM INSURANCE BENEFIT ON DEPENDENT CHILDREN
Rider for Level Term Insurance Benefit on Dependent Children • April 18th, 2008 • Pruco Life Variable Universal Account

Benefit We will pay the amount of term insurance under this benefit if we receive due proof that a dependent child died while this contract was in force on a premium-paying basis and before the term insurance provided by the benefit on his or her life ends. But our payment is subject to all the provisions of this benefit and of the rest of this contract.

Amendment #6 to the AUTOMATIC
Automatic Yearly Renewable Term Reinsurance Agreement • April 18th, 2008 • Pruco Life Variable Universal Account
Amendment #5 to the AUTOMATIC AND FACULTATIVE
Yearly Renewable Term Reinsurance Agreement • April 18th, 2008 • Pruco Life Variable Universal Account
PARTICIPATION AGREEMENT
Participation Agreement • April 18th, 2008 • Pruco Life Variable Universal Account • Massachusetts
AMENDMENT NO. 6 TO PARTICIPATION AGREEMENT
Participation Agreement • April 18th, 2008 • Pruco Life Variable Universal Account

Pursuant to the Participation Agreement, made and entered into as of the 2ND day of July 1996, and as amended on May 1, 1997, June 5, 1998, August 15, 1999, April 1, 2000, and July, 2000 by and among MFS® Variable Insurance Trust, Pruco Life Insurance Company, and Massachusetts Financial Services Company, the parties hereby agree to an amended Schedule A as attached hereto.

Amendment #1 to the AUTOMATIC AND FACULTATIVE
Yearly Renewable Term Reinsurance Agreement • April 18th, 2008 • Pruco Life Variable Universal Account
Amendment #1 to the AUTOMATIC AND FACULTATIVE
Yearly Renewable Term Reinsurance Agreement • April 18th, 2008 • Pruco Life Variable Universal Account
RIDER FOR LEVEL TERM INSURANCE BENEFIT ON DEPENDENT CHILDREN
Rider for Level Term Insurance Benefit on Dependent Children • April 18th, 2008 • Pruco Life Variable Universal Account

a dependent child died while this contract was in force on a premium-paying basis and before the term insurance provided by the benefit on his or her life ends. But our payment is subject to all the provisions of this benefit and of the rest of this contract.

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 18th, 2008 • Pruco Life Variable Universal Account

THIS AMENDMENT NO. 3 TO THE AMENDED AND RESTATED FUND PARTICIPATION AGREEMENT is made as of this ____ day of _______________, 2007 by and between PRUCO LIFE INSURANCE COMPANY (the “Company”), AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (“Manager”) and AMERICAN CENTURY INVESTMENT SERVICES, INC. (“Distributor”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

AMENDED AND RESTATED ITEM PROCESSING AGREEMENT
Item Processing Agreement • April 18th, 2008 • Pruco Life Variable Universal Account • New Jersey

This Amended and Restated Item Processing Agreement (the “Agreement”) made as of the 1st day of January 2005 ("Effective Date"), for services by and between First Tennessee Bank National Association for services by its transaction processing affiliate First Express Remittance Processing, Inc. (collectively "First Express"), organized under the laws of the State of Tennessee, having its principal place of business at 165 Madison Avenue, Memphis, Tennessee 38103; and Prudential Insurance Company of America ("Prudential"), a New Jersey corporation, having its principal place of business at 751 Broad Street, Newark, New Jersey 07102.

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