AMENDMENT NO. 1 TO THE AMENDED & RESTATED
FUND PARTICIPATION AGREEMENT
THIS AMENDMENT NO. 1 TO THE AMENDED & RESTATED FUND PARTICIPATION AGREEMENT
is made and entered into as of Oct. 1, 2000, by and among PRUCO LIFE INSURANCE
COMPANY (the "Company") and AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.,
("Manager"). Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Agreement (as defined below).
WHEREAS, the Company and the Manager desire to expand the number of Funds
available under the contracts as set forth in Schedule A to the Agreement:
WHEREAS, the parties to this Amendment now desire to modify the Agreement
as provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and promises expressed herein, the parties hereto hereby agree as follows:
1. Addition of Funds. Exhibit A is hereby deleted in its entirety and
replaced with Exhibit A attached hereto.
2. Ratification and Confirmation of Agreement. In the event that there is
any conflict between the terms of this Amendment No. 1 and the Agreement, it is
the intention of the parties hereto that the terms of this Amendment No. 1 shall
control, and the Agreement shall be interpreted on that basis. To the extent
that the provisions of the Agreement have not been amended by this Amendment No.
1. the parties hereto hereby confirm and ratify the Agreement.
3. Counterparts. This Amendment may be executed in counterparts each of
which shall be an original and all of which together shall constitute one
instrument.
4. Full Force and Effect. Except as expressly supplemented, amended or
consented to hereby all of the representations, warranties, terms, covenants and
conditions of the Agreement shall remain unamended and shall continue to be in
full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
as of the date first above written.
PRUCO LIFE INSURANCE COMPANY OF NEW
JERSEY
By: ESTHER MILNES
Name: Esther Milnes
Title: President
AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC.
By: ________________________________
Name: ______________________________
Title ______________________________
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EXHIBIT A
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ISSUER NAME OF THE FUND
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American Century Variable Portfolios., Inc. VP Balanced
VP Capital Appreciation
VP International
VP Value
VP Income & Growth
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