NOVATION

                                       OF

                             PARTICIPATION AGREEMENT



         This Novation Agreement dated as of September 1, 2005 is by and among
PRUDENTIAL INSURANCE COMPANY OF AMERICA (the "Company"), a New Jersey
corporation, on its own behalf and on behalf of each separate account of the
Company named in Schedule 1 to Participation Agreement (as defined below),
PREMIER VIT, an open-end diversified management investment company organized
under the laws of the State of Massachusetts (the "Fund"), OCC DISTRIBUTORS LLC,
a Delaware limited liability company ("OCC Distributors"), and ALLIANZ GLOBAL
INVESTORS DISTRIBUTORS LLC, a Delaware limited liability company ("AGI
Distributors").

         WHEREAS, the Company, the Fund and OCC Distributors entered into a
Participation Agreement on June 30, 1997 ("Participation Agreement");

         WHEREAS, each of AGI Distributors and OCC Distributors is registered as
a broker-dealer with the SEC under the Securities Exchange Act of 1934, as
amended, and is a member in good standing of the National Association of
Securities Dealers, Inc.;

         WHEREAS, the Company, the Fund and OCC Distributors desire that OCC
Distributors be replaced as the Fund's principal underwriter by AGI
Distributors; and

         WHEREAS, the Company and the Fund desire to affect a novation of the
Participation Agreement so that AGI Distributors is substituted for OCC
Distributors as a party to such agreement and OCC Distributors is released from
its obligations under such agreement, AGI Distributors desires to accept the
novation thereof, and OCC Distributors desires to consent to such novation.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:

         1. Novation and Acceptance. Subject to the terms and conditions
contained herein, the Company and the Fund hereby affect a novation of the
Participation Agreement to substitute AGI Distributors for OCC Distributors as
party to such agreement (the "Novation"), AGI Distributors hereby accepts such
novation and agrees to undertake all of OCC Distributors' duties and obligations
under the Participation Agreement. The Company and AGI Distributors hereby
release OCC Distributors from all of its duties and obligations under the
Participation Agreement and OCC Distributors hereby consents to such novation.

         2. Term. The novation shall become effective on the September 15, 2005
and shall extend for so long as the terms specified in Section 10 of the
Participation Agreement are satisfied or until terminated in accordance with
said Section 10.






         3. No Termination. The parties agree that the novation shall not
constitute a termination of the Participation Agreement for purposes of Section
10 of the Participation Agreement, and that the Participation Agreement, as so
novated, shall remain in full force and effect after the novation.

         IN WITNESS WHEREOF, the parties hereto have caused this Novation
Agreement to be executed by a duly authorized representative as of the day and
year first above written.





PRUDENTIAL INSURANCE                PREMIER VIT
COMPANY OF AMERICA



By: /s/ Daniel O. Kane              By: /s/ Brian S. Shlissel
    ------------------                  --------------------------
Name:  Daniel O. Kane                   Name:  Brian S. Shlissel
Title: Vice President                   Title: President & CEO



OCC DISTRIBUTORS                     ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC


By: /s/ Francis C. Poli              By: /s/ E. Blake Moore, Jr.
    -----------------------              ---------------------------
Name:  Francis C. Poli                   Name:  E. Blake Moore, Jr.
Title: CEO                               Title: Managing Director & CEO