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EX-99.(4)(O)
15
dex994o.txt
FORM OF GRO PLUS II BENEFIT RIDER P-RID-GRO NY




                                                                  Exhibit (4)(o)

                   PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
                             [213 WASHINGTON STREET
                            NEWARK, NEW JERSEY 07102]

                 GUARANTEED RETURN OPTION PLUS II BENEFIT RIDER

This Rider is made part of your Annuity. For purposes of this Rider, certain
provisions of your Annuity are amended as described below. If the terms of the
Annuity and those of this Rider conflict, the provisions of this Rider shall
control. Should this Rider terminate, any amended or replaced Annuity provisions
based on this Rider's terms will revert back to the provisions in the Annuity,
except as may be provided below.

GENERAL: This Rider is designed to guarantee that your Account Value will not be
less at the end of the Base Guarantee Period, the duration of which is shown in
the Guaranteed Return Option Plus II Schedule Supplement, and every anniversary
of that date, than it was on the Effective Date of this Rider. We refer to this
as the "Base Guarantee." This Rider also provides you the option to step-up the
guarantee amount under this Rider (the "Step-Up Guarantee"). The Step-Up
Guarantee provides that your Account Value will not be less at the end of the
Step-Up Guarantee Period, measured from the date of the most recent step-up of
the Guarantee Amount (the "Step-Up Date"), and every anniversary of that date,
than it was on the Step-Up Date.

EFFECTIVE DATE: The Effective Date of this Rider is shown in the Guaranteed
Return Option Plus II Schedule Supplement.

DEFINITIONS: For purposes of this Rider, the following definitions apply:

     ACCOUNT VALUE: The definition of "Account Value" in your Annuity includes
     the value of the Transfer Account.

     BASE GUARANTEE AMOUNT: This amount is established initially on the
     Effective Date, and is equal to your Account Value on that date. The Base
     Guarantee Amount is increased by any additional Net Purchase Payments, and
     reduced by any withdrawals from the Annuity. The manner in which Net
     Purchase Payments and withdrawals affect the Base Guarantee Amount is
     described below.

     BASE GUARANTEE PERIOD: The period of time extending from the Effective
     Date, the duration of which is shown in the Guaranteed Return Option Plus
     II Schedule Supplement.

     BENEFIT YEAR: A year beginning on the Effective Date and on each
     anniversary of the Effective Date.

     GUARANTEE AMOUNT: An amount to which we compare your Account Value on each
     anniversary of the Effective Date following the end of the Base Guarantee
     Period. The Guarantee Amount is the greater of: (a) the Base Guarantee
     Amount, and (b) the current Step-Up Guarantee Amount, if any, provided it
     has been in effect for a period at least as long as the Step-up Guarantee
     Period.

     NET PURCHASE PAYMENT: A Purchase Payment less any applicable charge for
     taxes. For purposes of this Rider, a Net Purchase Payment includes any
     Purchase Credit allocated to your Account Value in relation to such Net
     Purchase Payment.

     STEP-UP DATE: A date on which the Step-Up Guarantee Amount is initially set
     or subsequently stepped up.

     STEP-UP GUARANTEE AMOUNT: The Step-up Guarantee Amount is your Account
     Value as of the most recent Step-Up Date, plus an amount equal to any Net
     Purchase Payments received after that Step-Up Date, and less any
     withdrawals from the Annuity made after that Step-Up Date. The manner in
     which Net Purchase Payments and withdrawals affect the Step-Up Guarantee
     Amount is described below.

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     STEP-UP GUARANTEE PERIOD: The period of time extending from the most recent
     Step-Up Date, the duration of which is shown in the Guaranteed Return
     Option Plus II Schedule Supplement.

     TRANSFER ACCOUNT: Collectively, one or more Sub-accounts, each of which
     invests in a different bond portfolio ("bond portfolio Sub-account"). There
     is a separate bond portfolio Sub-account with a target year corresponding
     to the year in which the Base Guarantee and each Step-Up Guarantee, if any,
     matures ("Maturity of a Guarantee"). Account Value is transferred to and
     from the Transfer Account as determined by the Transfer Calculation
     Formula.

     TRANSFER CALCULATION FORMULA: A formula which we use to determine whether
     assets should be transferred to and from the Transfer Account. The Transfer
     Calculation Formula is set forth in the Guaranteed Return Option Plus II
     Schedule Supplement.

Other capitalized terms in this Rider are either defined in the Rider or in your
Annuity.

HOW THE BENEFIT WORKS: At the end of the Base Guarantee Period, we compare your
Account Value to the Base Guarantee Amount. If your Account Value is then less
than the Base Guarantee Amount, we increase your Account Value to equal the Base
Guarantee Amount.

At the end of a Step-Up Guarantee Period, we compare your Account Value to the
Step-Up Guarantee Amount then in effect. If your Account Value is then less than
the Step-Up Guarantee Amount, we increase your Account Value to equal the
Step-Up Guarantee Amount.

On each anniversary of the Effective Date following the end of the Base
Guarantee Period we compare your Account Value to the Guarantee Amount. If your
Account Value is then less than the Guarantee Amount, we increase your Account
Value to equal the Guarantee Amount.

If we add an amount to your Account Value as a result of comparing your Account
Value to the Base Guarantee Amount, Step-Up Guarantee Amount, or Guarantee
Amount, as described in the preceding three paragraphs, we will allocate that
amount, together with any assets allocated to the bond portfolio Sub-account
associated with the Guarantee that is maturing, to the elected Sub-accounts.
Allocation to the elected Sub-accounts will be in accordance with your most
recent allocation instructions. The Transfer Calculation Formula will then
determine whether any portion of the Account Value should be transferred to the
Transfer Account.

Upon Maturity of a Guarantee if no increases to your Account Value are required
pursuant to the terms of this Rider, any assets in the bond portfolio
Sub-account associated with the Guarantee that is maturing will be transferred
to the elected Sub-accounts on a pro-rata basis. If you are then participating
in an asset allocation program for which we are providing administrative
support, we will allocate the transferred amount in accordance with the
then-current percentages for that asset allocation program. Subsequent to this
transfer, the Transfer Calculation Formula will determine whether any portion of
the Account Value should be transferred to the Transfer Account.

STEP-UPS: You may elect to step-up the Step-up Guarantee Amount once each
Benefit Year if your Account Value on that date is higher than each of the Base
Guarantee Amount and the Step-Up Guarantee Amount, if any, then in effect. The
Step-Up Guarantee Amount is "stepped up" to equal your Account Value on the
Step-Up Date. Each step-up replaces the previous Step-Up Guarantee Amount. If
you elect to step-up the Step-Up Guarantee Amount on an anniversary of the
Effective Date, that step-up will not count toward the one elective step-up you
may make each Benefit Year.

You may also elect to have us automatically "step-up" the Step-Up Guarantee
Amount. An automatic step-up will occur on each anniversary of the Effective
Date, provided your Account Value on that anniversary exceeds each of the Base
Guarantee Amount and the current Step-up Guarantee Amount, if any, by an amount
at least equal to the amount obtained by applying the Automatic Step-Up
Percentage (shown in the Guaranteed Return Option Plus II Schedule Supplement)
to the Base Guarantee Amount and the current Step-Up Guarantee Amount,
respectively. Assuming that your Account Value on that anniversary exceeds each
of those Amounts, then, the Step-Up Guarantee Amount is increased to equal your
Account Value on the date of the automatic

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step-up. Any automatic step-up does not count toward the one elective step-up
that you are allowed in accordance with the preceding paragraph. You must notify
us if you wish to opt out of the automatic step-up feature in accordance with
our procedures at the time of notification. Once you opt out of the automatic
step-up feature, you will not participate in any future automatic step-up
opportunities unless you re-elect the automatic step-up feature.

The Step-Up Guarantee Amount is increased by any Net Purchase Payments, and
reduced by any withdrawals, made since the most recent Step-up Date, as
described below. The Step-Up Guarantee Amount will not be stepped up if the
Step-Up Guarantee Period applicable to the new Step-Up Guarantee Amount would
extend beyond the latest Annuity Date applicable to the Annuity.

Stepping up the Step-Up Guarantee Amount has no impact on the Base Guarantee
Amount. Election of a Step-up Guarantee, or replacing a previous Step-up
Guarantee Amount, increases the likelihood that we will need to allocate more
Account Value to the Transfer Account. Electing a Step-up Guarantee or canceling
a Step-up Guarantee may result in an immediate transfer of any Account Value to
or from the Transfer Account in accordance with the conditions set out below in
the section titled "Transfers to and from the Transfer Account". Electing a
Step-up Guarantee or canceling a Step-up Guarantee has no impact on any
Dollar-for-Dollar Limit as described below. You may cancel a Step-up Guarantee
at any time.

ADDITIONAL PURCHASE PAYMENTS: If your Annuity permits additional Purchase
Payments, the Base Guarantee Amount is increased by the amount of additional Net
Purchase Payments made since the most recent anniversary of the Effective Date.
The current Step-Up Guarantee Amount, if any, is increased by Net Purchase
Payments made since the most recent Step-Up Date. Increases in the Base
Guarantee Amount and Step-Up Guarantee Amount will occur on the date on which
the Net Purchase Payment is made.

REDUCTIONS IN BASE GUARANTEE AMOUNT AND STEP-UP GUARANTEE AMOUNT DUE TO
WITHDRAWALS: We will reduce the Base Guarantee Amount and the current Step-Up
Guarantee Amount, if any, for withdrawals, including any applicable Contingent
Deferred Sales Charges. These reductions may be subject to a "Dollar-for-Dollar
Limit" as described below. The initial Dollar-for-Dollar Limit is determined by
applying the Dollar-for-Dollar Percentage to the initial Base Guarantee Amount.
The Dollar-for-Dollar Percentage is shown in the Guaranteed Return Option Plus
II Schedule Supplement. If the Dollar-for-Dollar Percentage is zero, the
Dollar-for-Dollar Limit is zero. The Dollar-for-Dollar Limit is impacted by
withdrawals and subsequent Net Purchase Payments as described below in "Effects
of Withdrawals and Net Purchase Payments on Dollar-for-Dollar Limit."

We reduce the Base Guarantee Amount and the current Step-Up Guarantee Amount, if
any by the exact amount of any withdrawals of Account Value, including any
Contingent Deferred Sales Charges, which do not exceed the Dollar-for-Dollar
Limit.

We proportionately reduce each Amount (the Base Guarantee Amount and the current
Step-Up Guarantee Amount, if any) in relation to any withdrawals of Account
Value that exceed the Dollar-for-Dollar Limit. If the Dollar-for-Dollar Limit is
zero, all reductions are proportionate. We calculate the amount of each such
reduction in relation to the entire amount of each withdrawal at the time it
occurs, as follows: The Amount after a withdrawal equals the Amount immediately
before the withdrawal less the sum of (a) and (b), where:

     (a)  is the Remaining Dollar-for-Dollar Amount before withdrawals, which is
          defined below; and

     (b)  is the result of multiplying (i) times (ii), where:

          (i)  is the Amount immediately before the withdrawal less the
               Remaining Dollar-for-Dollar Amount before the withdrawal; and

          (ii) is an adjustment factor of (A) divided by (B), where:

               (A)  is the current withdrawal amount less the Remaining
                    Dollar-for-Dollar Amount immediately before the withdrawal;
                    and

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               (B)  is your Account Value immediately before the withdrawal less
                    the Remaining Dollar-for-Dollar Amount immediately before
                    the withdrawal.

The Remaining Dollar-for-Dollar Amount is the then-current Dollar-for-Dollar
Limit before the withdrawal less cumulative withdrawals during that Benefit Year
prior to the current withdrawal, but not less than zero.

Reductions to the Base Guarantee Amount and the Step-Up Guarantee Amount, if
any, occur as of the date each withdrawal is made.

EFFECT OF WITHDRAWALS AND NET PURCHASE PAYMENTS ON DOLLAR-FOR-DOLLAR LIMIT: Any
Dollar-for-Dollar Limit is reduced by withdrawals in excess of the
Dollar-for-Dollar Limit during that Benefit Year in the same proportion that the
Base Guarantee Amount and the current Step-Up Guarantee Amount, if any, are
reduced by that excess withdrawal. Reductions to the Dollar-for-Dollar Limit
will occur on the date on which the excess withdrawal is made.

Additional Purchase Payments increase the Dollar-for-Dollar Limit. The
Dollar-for-Dollar Limit is increased by the amount resulting from applying the
Dollar-for-Dollar Percentage to each additional Net Purchase Payment made since
the most recent anniversary of the Effective Date. Increases in the
Dollar-for-Dollar Limit will occur on the date on which the Net Purchase Payment
is made.

INVESTMENT LIMITATIONS: While this Rider is in effect, your entire Account Value
must be allocated to only those Investment Options we permit, except as required
under the conditions set out in the "Transfers to and from the Transfer Account"
section below. Any investment limitations are stated in the Application or
Supplemental Application for this benefit. In addition, you may be required to
maintain all or a portion of your Account Value invested in accordance with an
asset allocation model.

At any time until this Rider is terminated, these investment limitations may be
implemented, suspended or changed. This includes changing prohibited Investment
Options, changing the extent to which Account Value may be allocated to an
Investment Option, and changing required Investment Options. Any change in the
investment limitations will first be approved by the Superintendent of
Insurance. Any transfers resulting from our implementing or changing any
investment limitation will not be counted in determining the number of free
transfers allowed during an Annuity Year. If, subsequent to your election of
this benefit, we change our requirements as to how Account Value must be
allocated under the benefit, that new requirement will apply to new elections of
the benefit, and will not compel you to re-allocate your Account Value in
accordance with our newly-adopted requirements. However, all transfers and
Purchase Payments made after such a change in requirements may be subject to the
new investment limitations.

TRANSFER ACCOUNT: We monitor the investment performance of your Account Value
each Valuation Day to determine if we need to transfer any portion of your
Account Value to or from the Transfer Account to maintain the Base Guarantee
Amount or Step-Up Guarantee Amount. We only transfer Account Value to the
Transfer Account, and we only maintain Account Value in the Transfer Account to
the extent dictated by the Transfer Calculation Formula. At any given time,
some, most, or none of your Account Value may be allocated to the Transfer
Account, as dictated by the Transfer Calculation Formula. You are NOT permitted
to allocate amounts to the Transfer Account.

To the extent permitted by law, we reserve the right at any time to use a
Transfer Account that differs from the one that was available when your Rider
became effective. We may establish different Transfer Accounts for different
classes of annuity purchasers and for different annuities.

TRANSFERS TO AND FROM THE TRANSFER ACCOUNT: On each Valuation Day, including the
Effective Date, a Transfer Calculation Formula is used to determine whether any
portion of your Account Value is to be transferred to or from the Transfer
Account. At any given time, some, most or none of your Account Value may be
allocated to the Transfer Account, as dictated by the Transfer Calculation
Formula. You are NOT permitted to transfer amounts to or from the Transfer
Account. Unless you are participating in any asset allocation program for which
we are providing administrative support, the formula allocates any amount
transferred from the Transfer Account to the elected Sub-accounts pro-rata based
on the Account Values in such Sub-accounts at that time. If, prior to

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the transfer from the Transfer Account, the Account Value in the elected
Sub-accounts is zero, the transfer will be allocated according to your most
recent allocation instructions. If you are then participating in any such asset
allocation program, we allocate the transferred amount in accordance with the
then-current percentages for that asset allocation program. Transfers to the
Transfer Account will be taken pro-rata from the elected Sub-accounts. Transfers
to and from the Transfer Account do not count against the number of free
transfers you may make during an Annuity Year.

WITHDRAWALS: Any withdrawals from your Annuity while this Rider is in effect
will be taken pro-rata from the elected Sub-accounts and the Transfer Account.

CHARGE FOR THE RIDER: The charge is applied against the daily total value of
each elected Sub-account and the Transfer Account to the extent to which the
Account Value in your Annuity is allocated to each. The charge is assessed each
day at the daily equivalent of the applicable rate until this Rider terminates.
On the Effective Date, the charge is as shown in the Guaranteed Return Option
Plus II Schedule Supplement. We cease to deduct a charge for the Rider once it
terminates in accordance with the "Termination of Benefits" section below.

TERMINATION OF BENEFITS: You may terminate this Rider at any time upon
notification to us in Good Order. Benefits pursuant to this Rider terminate upon
the first to occur of the following events:

     A.   ELECTIVE TERMINATION: You may terminate this Rider at any time. Upon
          elective termination, we transfer any remaining Account Value from the
          Transfer Account. Unless you are participating in any asset allocation
          program for which we are providing administrative support, we allocate
          the transferred amount to the elected Sub-accounts pro-rata based on
          the Account Values in such Sub-accounts at that time. If you are then
          participating in any such asset allocation program, we allocate the
          transferred amount in accordance with the then-current percentages for
          that asset allocation program. If upon elective termination the
          Account Value in the elected Sub-accounts is zero, the transfer will
          be allocated according to your most recent allocation instructions.

     B.   TERMINATION DUE TO DEATH: This Rider terminates automatically as of
          the date the Annuity's Death Benefit is determined, unless the Annuity
          is continued by a Spouse Beneficiary.

     C.   TERMINATION ON THE ANNUITY DATE: This Rider terminates automatically
          as of the Annuity Date, if annuity payments are to begin prior to the
          Latest Available Annuity Date shown in the Annuity Schedule. However,
          if annuity payments are scheduled to begin on the Latest Available
          Annuity Date, this Rider will terminate on the anniversary of the
          Effective Date immediately prior to the Latest Available Annuity Date.
          We may permit transfer of a portion of Account Value to start annuity
          payments if doing so does not result in adverse consequences to you
          under the Internal Revenue Code. In such a situation, this Rider does
          not terminate and the transfer of Account Value to fund the annuity
          payments has the same impact as a partial withdrawal.

     D.   TERMINATION UPON SURRENDER: This Rider terminates if you surrender
          your Annuity before the Annuity Date.

                   PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY


                              /s/ Thomas C. Castano
                     ---------------------------------------
                                    Secretary

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