SELECTED BROKER AGREEMENT Agreement dated _, 1983, by and between Pruco Securities Corporation (Distributor), a New Jersey corporation1 and _ (Broker), a ___ corporation. In consideration or the mutual promises...

EXHIBIT 30(c)(ii)

SELECTED BROKER AGREEMENT

Agreement dated _________, 1983, by and between Pruco Securities

Corporation (Distributor), a New Jersey corporation1 and _________________

(Broker), a ___________ corporation.

WITNESSETH:

In consideration or the mutual promises contained herein, the parties

hereto agree as follows:

A. Definitions

(1) Contracts -- The variable life insurance contracts which Pruco Life

Insurance Company (Company), an Arizona corporation, proposes to issue

and for which Distributor has been appointed the principal underwriter

pursuant to a Distribution Agreement, a copy of which has been

furnished to Broker.

(2) Pruco Life Variable Insurance Account, or the Account -- The separate

account established and maintained by Company pursuant to the laws or

Arizona to fund the benefits under the Contracts.

(3) Pruco Life Series Fund, Inc., or the Fund -- An open-end management

investment company registered under the 1940 Act shares of which are

sold to the Account in connection with the sale of the Contracts.

(4) Registration Statement -- The registration statements and amendments

thereto relating to the Contracts, the Account, and the Fund,

including financial statements and all exhibits.

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(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 or Distributor

(1) Pursuant to the authority delegated to it by Company, Distributor

hereby authorizes Broker during the term or 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 or 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

Contracts in any state or jurisdiction.

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(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

Contracts acceptable to Company. In meeting its obligation to use its

best efforts to solicit applications for Contracts, Broker shall1

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

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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 or 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 remitted promptly in full together with such

applications, forms and any 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 "Pruco Life

Insurance Company." Broker acknowledges that Distributor or Company

shall have the unconditional right to reject, in whole or in 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, any

premium paid will be refunded to the purchaser and Broker will be

notified of such action.

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(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 so1icit 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 Contract other than those

contained in the

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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 Distributor other than

that expressly conferred on Broker by this Agreement.

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 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,

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now or hereafter, in connection with the sale of any Contracts

hereunder.

E. 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 Contracts marketed

under this Agreement.

F. 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

E hereof; (b) the indemnity set forth in Section G hereof; and (c) the

obligations to settle accounts hereunder, including 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.

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G. Indemnity

(1) Distributor agrees to indemnify and hold harmless Broker and each

officer or director or 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 a 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.

(2) 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

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allowances or other compensation or remuneration 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, such director or

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 Dealer may

otherwise have.

H. Assignability

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

consent of the other.

I. 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)

-------------------------

(Broker)

-------------------------

SELECTED BROKER AGREEMENT Agreement dated _, 1983, by and between Pruco Securities Corporation (Distributor), a New Jersey corporation1 and _ (Broker), a ___ corporation. In consideration or the mutual promises...

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SELECTED BROKER AGREEMENT Agreement dated _________, 1983, by and between Pruco Securities Corporation (Distributor), a New Jersey corporation1 and _________________ (Broker), a ___________ corporation. In consideration or the mutual promises...

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SELECTED BROKER AGREEMENT Agreement dated _, 1983, by and between Pruco Securities Corporation (Distributor), a New Jersey corporation1 and _ (Broker), a ___ corporation. In consideration or the mutual promises...