Exhibit 30(h)(x)

PARTICIPATION AGREEMENT

AMONG

T. ROWE PRICE INTERNATIONAL SERIES, INC.,

T. ROWE PRICE EQUITY SERIES, INC.,

T. ROWE PRICE INVESTMENT SERVICES, INC.,

AND

PRUCO LIFE INSURANCE COMPANY

THIS AGREEMENT, made and entered into as of this 8th day of July, 1996 by

and among Pruco Life Insurance Company (hereinafter, the "Company"), an Arizona

insurance company, on its own behalf and on behalf of each segregated asset

account of the Company set forth on Schedule A hereto as may be amended from

time to time (each account hereinafter referred to as the "Account"), and the

undersigned funds, each, a corporation organized under the laws of Maryland

(each hereinafter referred to as the "Fund") and T. Rowe Price Investment

Services, Inc. (hereinafter the "Underwriter"), a Maryland corporation.

WHEREAS, the Fund engages in business as an open-end management investment

company and is or will be available to act as the investment vehicle for

separate accounts established for variable life insurance and variable annuity

contracts (the "Variable Insurance Products") to be offered by insurance

companies which have entered into participation agreements with the Fund and

Underwriter (hereinafter "Participating Insurance Companies"); and

WHEREAS, the beneficial interest in the Fund is divided into several series

of shares, each designated a "Portfolio" and representing the interest in a

particular managed portfolio of securities and other assets; and

WHEREAS, the Fund has obtained an order from the Securities and Exchange

Commission ("SEC") granting Participating Insurance Companies and variable

annuity and variable life insurance separate accounts exemptions from the

provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company

Act of 1940, as amended, (hereinafter the "1940 Act") and Rules 6e-2(b)(15) and

6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund

to be sold to and held by variable annuity and variable life insurance separate

accounts of both affiliated and unaffiliated life insurance companies

(hereinafter the "Shared Funding Exemptive Order"); and

WHEREAS, the Fund is registered as an open-end management investment

company under the 1940 Act and shares of the Portfolios are registered under the

Securities Act of 1933, as amended (hereinafter the "1933 Act"); and

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WHEREAS, T. Rowe Price Associates, Inc. and Rowe Price-Fleming

International, Inc. (each hereinafter referred to as the "Adviser") are each

duly registered as an investment adviser under the Investment Advisers Act of

1940, as amended, and any applicable state securities laws; and

WHEREAS, the Company has issued or will issue certain variable life

insurance or variable annuity contracts (including any certificates thereunder)

supported wholly or partially by the Account (the "Contracts"), and said

Contracts are listed in Schedule A hereto, as it may be amended from time to

time by mutual written agreement; and

WHEREAS, the Account is duly established and maintained as a segregated

asset account, established by resolution of the Board of Directors of the

Company, on the date shown for such Account on Schedule A hereto, to set aside

and invest assets attributable to the aforesaid Contracts; and

WHEREAS, the Company has registered or will register the Account as a unit

investment trust under the 1940 Act or will not register the Account in proper

reliance upon an exclusion from registration under the 1940 Act; and

WHEREAS, the Underwriter is registered as a broker dealer with the SEC

under the Securities Exchange Act of 1934, as amended (hereinafter the "1934

Act"), and is a member in good standing of the National Association of

Securities Dealers, Inc. (hereinafter "NASD"); and

WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Company intends to purchase shares in the Portfolios listed in

Schedule A hereto, as it may be amended from time to time by mutual written

agreement (the "Designated Portfolios") on behalf of the Account to fund the

aforesaid Contracts, and the Underwriter is authorized to sell such shares to

unit investment trusts such as the Account at net asset value;

NOW, THEREFORE, in consideration of their mutual promises, the Company, the

Fund and the Underwriter agree as follows:

ARTICLE I. Sale of Fund Shares

1.1 The Underwriter agrees to sell to the Company those shares of the

Designated Portfolios which the Account orders, executing such orders on a daily

basis at the net asset value next computed after receipt by the Fund or its

designee of the order for the shares of the Designated Portfolios.

1.2 The Fund agrees to make shares of the Designated Portfolios available

for purchase at the applicable net asset value per share by the Company and the

Account on those days on which the Fund calculates its net asset value pursuant

to rules of the SEC, and the Fund shall use its best efforts to calculate such

net asset value on each day which the New York Stock Exchange is open for

trading. Notwithstanding the foregoing, the Board of Directors of the Fund

(hereinafter the "Board") may refuse to sell shares of any Designated Portfolio

to any person, or suspend or terminate the offering of shares of any Designated

Portfolio if such action is required by law or by regulatory authorities having

jurisdiction, or is, in the sole discretion of the Board acting in good faith

and in

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light of their fiduciary duties under federal and any applicable state laws,

necessary in the best interests of the shareholders of such Designated

Portfolio.

1.3 The Fund and the Underwriter agree that shares of the Fund will be sold

only to Participating Insurance Companies and their separate accounts as

provided under Section 817(h)(4) of the Internal Revenue Code of 1986, as

amended (the "Code"). No shares of any Designated Portfolios will be sold to

the general public. The Fund and the Underwriter will not sell Fund shares to

any insurance company or separate account unless an agreement containing

provisions substantially the same as Articles I and VII of this Agreement is in

effect to govern such sales.

1.4 The Fund agrees to redeem, on the Company's request, any full or

fractional shares of the Designated Portfolios held by the Company, executing

such requests on a daily basis at the net asset value next computed after

receipt by the Fund or its designee of the request for redemption, except that

the Fund reserves the right to suspend the right of redemption or postpone the

date of payment or satisfaction upon redemption consistent with Section 22(e) of

the 1940 Act and any sales thereunder, and in accordance with the procedures and

policies of the Fund as described in the then current prospectus.

1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the designee

of the Fund for receipt of purchase and redemption orders from the Account, and

receipt by such designee shall constitute receipt by the Fund; provided that the

Company receives the order by 4:00 p.m. Baltimore time and the Fund receives

notice of such order by 9:30 a.m. Baltimore time on the next following Business

Day. "Business Day" shall mean any day on which the New York Stock Exchange is

open for trading and on which the Fund calculates its net asset value pursuant

to the rules of the SEC.

1.6 The Company agrees to purchase and redeem the shares of each Designated

Portfolio offered by the then current prospectus of the Fund and in accordance

with the provisions of such prospectus.

1.7 The Company shall pay for Fund shares on the next Business Day after

receipt of an order to purchase Fund shares. Payment shall be in federal funds

transmitted by wire by 4:00 p.m. Baltimore time. If payment in Federal Funds for

any purchase is not received or is received by the Fund after 4:00 p.m.

Baltimore time on such Business Day, the Company shall promptly, upon the Fund's

request, reimburse the Fund for any charges, costs, fees, interest or other

expenses incurred by the Fund in connection with any advances to, or borrowings

or overdrafts by, the Fund, or any similar expenses incurred by the Fund, as a

result of portfolio transactions effected by the Fund based upon such purchase

request. For purposes of Section 2.8 and 2.9 hereof, upon receipt by the Fund of

the federal funds so wired, such funds shall cease to be the responsibility of

the Company and shall become the responsibility of the Fund.

1.8 Issuance and transfer of the Fund's shares will be by book entry only.

Stock certificates will not be issued to the Company or any Account. Shares

ordered from the Fund will be recorded in an appropriate title for each Account

or the appropriate subaccount of each Account.

1.9 The Fund shall furnish same day notice (by wire or telephone,

followed by written confirmation) to the Company of any income, dividends or

capital gain distributions payable on the Designated Portfolios' shares. Any

material error in the income dividend, or capital gain distribution

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information shall be reported to the Company promptly upon discovery. The

Company hereby elects to receive all such income, dividends, and capital gain

distributions as are payable on Designated Portfolio shares in additional shares

of that Portfolio. The Company reserves the right to revoke this election and to

receive all such income dividends and capital gain distributions in cash. The

Fund shall notify the Company of the number of shares so issued as payment of

such dividends and distributions. The Fund shall use its best efforts to

furnish advance notice of the day such dividends and distributions are expected

to be paid.

1.10 The Fund shall make the net asset value per share for each Designated

Portfolio available to the Company on a daily basis as soon as reasonably

practical after the net asset value per share is calculated (normally by 6:30

p.m. Baltimore time) and shall use its best efforts to make such net asset value

per share available by 7 p.m. Baltimore time. If the net asset value is

materially incorrect through no fault of the Company, the Company on behalf of

each Account, shall be entitled to an adjustment to the number of shares

purchased or redeemed to reflect the correct net asset value in accordance with

Fund procedures. Any material error in the net asset value shall be reported to

the Company promptly upon discovery. Any administrative or other costs or losses

incurred for correcting underlying Contract owner accounts shall be at Company's

expense.

1.11 The Parties hereto acknowledge that the arrangement contemplated by

this Agreement is not exclusive; the Fund's shares may be sold to other

insurance companies (subject to Section 1.3 and Article VI hereof) and the cash

value of the Contracts may be invested in other investment companies.

ARTICLE II. Representations and Warranties

2.1 The Company represents and warrants that the Contracts are or will be

registered under the 1933 Act or that the Contracts are not registered because

they are properly exempt from registration under the 1933 Act or will be offered

exclusively in transactions that are properly exempt from registration under the

1933 Act. The Company further represents and warrants that the Contracts will be

issued and sold in compliance in all material respects with all applicable

federal and state laws and that the sale of the Contracts shall comply in all

material respects with state insurance suitability requirements. The Company

further represents and warrants that it is an insurance company duly organized

and in good standing under applicable law and that it has legally and validly

established the Account prior to any issuance or sale thereof as a segregated

asset account under the Arizona insurance laws and has registered or, prior to

any issuance or sale of the Contracts, will register the Account as a unit

investment trust in accordance with the provisions of the 1940 Act to serve as a

segregated investment account for the Contracts or that it has not registered

the Account in proper reliance upon an exclusion from registration under the

1940 Act.

2.2 The Fund represents and warrants that Fund shares sold pursuant to this

Agreement shall be registered under the 1933 Act, duly authorized for issuance

and sold in compliance with the laws of the state of Arizona and all applicable

federal and state securities laws and that the Fund is and shall remain

registered under the 1940 Act. The Fund shall amend the Registration Statement

for its shares under the 1933 Act and the 1940 Act from time to time as required

in order to effect the continuous offering of its shares. The Fund shall

register and qualify the shares for sale in accordance with the laws of the

various states only if and to the extent deemed advisable by the Fund or the

Underwriter.

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2.3 The Fund currently does not intend to make any payments to finance

distribution expenses pursuant to Rule 12b-1 under the 1940 Act, although it may

make such payments in the future. To the extent that it decides to finance

distribution expenses pursuant to Rule 12b-1, the Fund will undertake to have a

Board, a majority of whom are not interested persons of the Fund, formulate and

approve any plan pursuant to Rule 12b-1 under the 1940 Act to finance

distribution expenses.

2.4 The Fund makes no representations as to whether any aspect of its

operations, including but not limited to, investment policies, fees and

expenses, complies with the insurance and other applicable laws of the various

states, except that the Fund represents that the Fund's investment policies,

fees and expenses are and shall at all times remain in compliance with the laws

of the state of Arizona to the extent required to perform this Agreement.

2.5 The Fund represents that it is lawfully organized and validly existing

under the laws of the State of Maryland and that it does and will comply in all

material respects with the 1940 Act.

2.6 The Underwriter represents and warrants that it is a member in good

standing of the NASD and is registered as a broker-dealer with the SEC. The

Underwriter further represents that it will sell and distribute the Fund shares

in accordance with the laws of the State of Arizona and any applicable state and

federal securities laws.

2.7 The Underwriter represents and warrants that the Adviser is and shall

remain duly registered under all applicable federal and state securities laws

and that the Adviser shall perform its obligations for the Fund in compliance in

all material respects with the laws of the State of Arizona and any applicable

state and federal securities laws.

2.8 The Fund and the Underwriter represent and warrant that all of their

directors, officers, employees, investment advisers, and other individuals or

entities dealing with the money and/or securities of the Fund are and shall

continue to be at all times covered by a blanket fidelity bond or similar

coverage for the benefit of the Fund in an amount not less than the minimum

coverage as required currently by Rule 17g-1 of the 1940 Act or related

provisions as may be promulgated from time to time. The aforesaid bond shall

include coverage for larceny and embezzlement and shall be issued by a reputable

bonding company.

2.9 The Company represents and warrants that all of its directors,

officers, employees, and other individuals/entities employed or controlled by

the Company dealing with the money and/or securities of the Fund are covered by

a blanket fidelity bond or similar coverage in an amount not less than $5

mi11ion. The aforesaid bond includes coverage for larceny and embezzlement and

is issued by a reputable bonding company. The Company agrees that any amounts

received under such bond in connection with claims that arise from the

arrangements described in this Agreement will be held by the Company for the

benefit of the Fund. The Company agrees to make all reasonable efforts to see

that this bond or another bond containing these provisions is always in effect,

and agrees to notify the Fund and the Underwriter in the event that such

coverage no longer applies. The Company agrees to exercise its best efforts to

ensure that other individuals/entities not employed or controlled by the Company

and dealing with the money and/or securities of the Fund maintain a similar bond

or coverage in a reasonable amount.

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ARTICLE III. Prospectuses, Statements of Additional Information and Proxy

Statements; Voting

3.1 The Underwriter shall provide the Company (at the Company's expense)

with as many copies of the Fund's current prospectus (describing only the

Designated Portfolios listed on Schedule A) as the Company may reasonably

request. If requested by the Company in lieu thereof, the Fund shall provide

such documentation (including a final copy of the new prospectus as set in type

or on a diskette, at the Fund's expense) and other assistance as is reasonably

necessary in order for the Company (at the Company's expense) once each year (or

more frequently if the prospectus for the Fund is amended) to have the

prospectus (which shall include an offering memorandum, if any) for the

Contracts, prospectuses for other mutual funds in which the Contracts may be

invested, and the Fund's prospectus printed together in one document.

3.2 The Fund's prospectus shall state that the current Statement of

Additional Information ("SAI") for the Fund is available from the Company (or,

in the Fund's discretion, from the Fund), and the Underwriter (or the Fund), at

its expense, shall print, or otherwise reproduce, and provide a copy of such SAI

free of charge to the Company for itself and for any owner of a Contract who

requests such SAI.

3.3 The Fund, at its expense, shall provide the Company with copies of its

proxy material, reports to shareholders, and other communications to

shareholders in such quantity as the Company shall reasonably require for

distributing to Contract owners in the Fund. The Underwriter (at the Company's

expense) shall provide the Company with copies of the Fund's annual and

semi-annual reports to shareholders in such quantity as the Company shall

reasonably request for use in connection with offering the Variable Contracts

issued by the Company. If requested by the Company in lieu thereof, the

Underwriter shall provide such documentation (which may include a final copy of

the Fund's annual and semi-annual reports as set in type or on diskette) and

other assistance as is reasonably necessary in order for the Company (at the

Company's expense) to print such shareholder communications for distribution to

Contract owners.

3.4 The Company shall:

(i) solicit voting instructions from Contract owners;

(ii) vote the Fund shares in accordance with instructions received

from Contract owners; and

(iii) vote Fund shares for which no instructions have been received in

the same proportion as Fund shares of such Designated Portfolio

for which instructions have been received,

so long as and to the extent that the SEC continues to interpret the 1940 Act to

require pass-through voting privileges for variable contract owners or to the

extent otherwise required by law. The Company reserves the right to vote Fund

shares held in any segregated asset account in its own right, to the extent

permitted by law.

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3.5 Participating Insurance Companies shall be responsible for assuring

that each of their separate accounts participating in a Designated Portfolio

calculates voting privileges as required by the Shared Funding Exemptive Order

and consistent with any reasonable standards that the Fund may adopt.

3.6 The Fund will comply with all provisions of the 1940 Act requiring

voting by shareholders, and in particular the Fund will either provide for

annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund

is not one of the trusts described in Section 16(c) of that Act) as well as with

Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in

accordance with the SEC's interpretation of the requirements of Section 16(a)

with respect to periodic elections of directors or trustees and with whatever

rules the SEC may promulgate with respect thereto.

ARTICLE IV. Sales Material and Information

4.1 The Company shall furnish, or shall cause to be furnished, to the Fund

or its designee, each piece of sales literature or other promotional material

that the Company develops or uses and in which the Fund (or a Portfolio thereof)

or the Adviser or the Underwriter is named, at least ten calendar days prior to

its use. No such material shall be used if the Fund or its designee reasonably

object to such use within ten calendar days after receipt of such material. The

Fund or its designee reserves the right to reasonably object to the continued

use of such material, and no such material shall be used if the Fund or its

designee so object.

4.2 The Company shall not give any information or make any representations

or statements on behalf of the Fund or concerning the Fund in connection with

the sale of the Contracts other than the information or representations

contained in the registration statement or prospectus or SAI for the Fund

shares, as such registration statement and prospectus or SAI may be amended or

supplemented from time to time, or in reports or proxy statements for the Fund,

or in sales literature or other promotional material approved by the Fund or its

designee or by the Underwriter, except with the permission of the Fund or the

Underwriter or the designee of either.

4.3 The Fund, Underwriter, or its designee shall furnish, or shall cause to

be furnished, to the Company, each piece of sales literature or other

promotional material in which the Company, and/or its Account, is named at least

ten calendar days prior to its use. No such material shall be used if the

Company reasonably objects to such use within ten calendar days after receipt of

such material. The Company reserves the right to reasonably object to the

continued use of such material and no such material shall be used if the Company

so objects.

4.4 The Fund and the Underwriter shall not give any information or make any

representations on behalf of the Company or concerning the Company, the Account,

or the Contracts other than the information or representations contained in a

registration statement, prospectus, or SAI for the Contracts, as such

registration statement, prospectus or SAI may be amended or supplemented from

time to time, or in published reports for the Account which are in the public

domain or approved by the Company for distribution to Contract owners, or in

sales literature or other promotional material approved by the Company or its

designee, except with the permission of the Company.

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4.5 The Fund will provide to the Company at least one complete copy of all

registration statements, prospectuses, SAIs, reports, proxy statements, sales

literature and other promotional materials, applications for exemptions,

requests for no-action letters, and all amendments to any of the above, that

relate to the Fund or its shares, contemporaneously with the filing of such

document(s) with the SEC or other regulatory authorities.

4.6 The Company will provide to the Fund at least one complete copy of all

registration statements, prospectuses, SAIs, reports, solicitations for voting

instructions, sales literature and other promotional materials, applications for

exemptions, requests for no-action letters, and all amendments to any of the

above, that relate to the Contracts or the Account, contemporaneously with the

filing of such document(s) with the SEC or other regulatory authorities.

4.7 For purposes of this Article IV, the phrase "sales literature and other

promotional materials" includes, but is not limited to, any of the following

that refer to the Fund or any affiliate of the Fund: advertisements (such as

material published, or designed for use in, a newspaper, magazine, or other

periodical, radio, television, telephone or tape recording, videotape display,

signs or billboards, motion pictures, or other public media), sales literature

(i.e., any written communication distributed or made generally available to

customers or the public, including brochures, circulars, reports, market

letters, form letters, seminar texts, reprints or excerpts of any other

advertisement, sales literature, or published article), educational or training

materials or other communications distributed or made generally available to

some or all agents or employees, and registration statements, prospectuses,

SAIs, shareholder reports, proxy materials, and any other communications

distributed or made generally available with regard to the Funds.

ARTICLE V. Fees and Expenses

5.1 The Fund and the Underwriter shall pay no fee or other compensation to

the Company under this Agreement, except that if the Fund or any Portfolio

adopts and implements a plan pursuant to Rule 1 2b-1 to finance distribution

expenses, then the Underwriter may make payments to the Company or to the

underwriter for the Contracts if and in amounts agreed to by the Underwriter in

writing, and such payments will be made out of existing fees otherwise payable

to the Underwriter, past profits of the Underwriter, or other resources

available to the Underwriter. No such payments shall be made directly by the

Fund. Currently, no such payments are contemplated.

5.2 All expenses incident to performance by the Fund under this Agreement

shall be paid by the Fund, except as otherwise provided herein. The Fund shall

see to it that all its shares are registered and authorized for issuance in

accordance with applicable federal law and, if and to the extent deemed

advisable by the Fund, in accordance with applicable state laws prior to their

sale. The Fund shall bear the expenses for the cost of registration and

qualification of the Fund's shares, preparation and filing of the Fund's

prospectus and registration statement, proxy materials and reports, setting the

prospectus in type, setting in type and printing the proxy materials and reports

to shareholders (including the costs of printing a prospectus that constitutes

an annual report), the preparation of all statements and notices required by any

federal or state law, and all taxes on the issuance or transfer of the Fund's

shares.

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5.3 The Company shall bear the expenses of printing the Fund's prospectus

(in accordance with 3.1) and of distributing the Fund's prospectus, proxy

materials, and reports to Contract owners and prospective Contract owners.

ARTICLE VI. Diversification and Qualification

6.1 Subject to the Company's maintaining the treatment of the Contracts as

life insurance, endowment, or annuity contracts under applicable provisions of

the Code and the regulations issued thereunder (or any successor provisions),

the Fund will invest its assets in such a manner as to ensure that the Contracts

will be treated as annuity, endowment, or life insurance contracts, whichever is

appropriate, under the Code and the regulations issued thereunder (or any

successor provisions). Without limiting the scope of the foregoing, the Fund

will comply with Section 817(h) of the Code and Treasury Regulation

(ss.)1.817-5, and any Treasury interpretations thereof, relating to the

diversification requirements for variable annuity, endowment, or life insurance

contracts, and any amendments or other modifications or successor provisions to

such Section or Regulations. In the event of a breach of this Article VI by the

Fund, it will take all reasonable steps (a) to notify the Company of such breach

and (b) to adequately diversify the Fund so as to achieve compliance within the

grace period afforded by Regulation 817.5.

6.2 The Fund represents that it is or will be qualified as a Regulated

Investment Company under Subchapter M of the Code, and that it will make every

effort to maintain such qualification (under Subchapter M or any successor or

similar provisions) and that it will notify the Company immediately upon having

a reasonable basis for believing that it has ceased to so qualify or that it

might not so qualify in the future.

6.3 Subject to the Fund's compliance with Section 817(h) of the Code and

Treasury Regulation (ss.)1.817-5, and any Treasury interpretations thereof,

relating to the diversification requirements for variable annuity, endowment, or

life insurance contracts, any amendments or other modifications or successor

provisions to such Sections or Regulations, the Company represents that the

Contracts are currently, and at the time of issuance shall be, treated as life

insurance, endowment contracts, or annuity insurance contracts, under applicable

provisions of the Code, and that it will make every effort to maintain such

treatment, and that it will notify the Fund and the Underwriter immediately upon

having a reasonable basis for believing the Contracts have ceased to be so

treated or that they might not be so treated in the future. The Company agrees

that any prospectus offering a contract that is a "modified endowment contract"

as that term is defined in Section 7702A of the Code (or any successor or

similar provision), shall identify such contract as a modified endowment

contract.

ARTICLE VII. Potential Conflicts.

7.1 The Board will monitor the Fund for the existence of any material

irreconcilable conflict between the interests of the contract owners of all

separate accounts investing in the Fund. An irreconcilable material conflict may

arise for a variety of reasons, including: (a) an action by any state insurance

regulatory authority; (b) a change in applicable federal or state insurance,

tax, or securities laws or regulations, or a public ruling, private letter

ruling, no-action or interpretative letter, or any similar action by insurance,

tax, or securities regulatory authorities; (c) an administrative or judicial

decision in any relevant proceeding; (d) the manner in which the investments of

any Portfolio

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are being managed; (e) a difference in voting instructions given by variable

annuity contract and variable life insurance contract owners; or (f) a decision

by an insurer to disregard the voting instructions of contract owners. The Board

shall promptly inform the Company if it determines that an irreconcilable

material conflict exists and the implications thereof.

7.2. The Company will report any potential or existing conflicts of which

it is aware to the Board. The Company will assist the Board in carrying out its

responsibilities under the Shared Funding Exemptive Order, by providing the

Board with all information reasonably necessary for the Board to consider any

issues raised. This includes, but is not limited to, an obligation by the

Company to inform the Board whenever Contract owner voting instructions are

disregarded.

7.3 If it is determined by a majority of the Board, or a majority of its

disinterested members, that a material irreconcilable conflict exists, the

Company and other Participating Insurance Companies shall, at their expense and

to the extent reasonably practicable (as determined by a majority of the

disinterested Board members), take whatever steps are necessary to remedy or

eliminate the irreconcilable material conflict, up to and including: (1),

withdrawing the assets allocable to some or all of the separate accounts from

the Fund or any Portfolio and reinvesting such assets in a different investment

medium, including (but not limited to) another Portfolio of the Fund, or

submitting the question whether such segregation should be implemented to a vote

of all affected contract owners and, as appropriate, segregating the assets of

any appropriate group (i.e., annuity contract owners, life insurance contract

owners, or variable contract owners of one or more Participating Insurance

Companies) that votes in favor of such segregation, or offering to the affected

contract owners the option of making such a change; and (2), establishing a new

registered management investment company or managed separate account.

7.4 If a material irreconcilable conflict arises because of a decision by

the Company to disregard contract owner voting instructions and that decision

represents a minority position or would preclude a majority vote, the Company

may be required, at the Fund's election, to withdraw the affected Account's

investment in the Fund and terminate this Agreement with respect to such Account

provided, however, that such withdrawal and termination shall be limited to the

extent required by the foregoing material irreconcilable conflict as determined

by a majority of the disinterested members of the Board. Any such withdrawal and

termination must take place within six (6) months after the Fund gives written

notice that this provision is being implemented, and until the end of that six

month period the Fund shall continue to accept and implement orders by the

Company for the purchase (and redemption) of shares of the Fund.

7.5 If a material irreconcilable conflict arises because a particular state

insurance regulator's decision applicable to the Company conflicts with the

majority of other state regulators, then the Company will withdraw the affected

Account's investment in the Fund and terminate this Agreement with respect to

such Account within six months after the Board informs the Company in writing

that it has determined that such decision has created an irreconcilable material

conflict; provided, however, that such withdrawal and termination shall be

limited to the extent required by the foregoing material irreconcilable conflict

as determined by a majority of the disinterested members of the Board. Until the

end of the foregoing six month period, the Fund shall continue to accept and

implement orders by the company for the purchase (and redemption) of shares of

the Fund.

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7.6 For purposes of Section 7.3 through 7.6 of this Agreement, a majority

of the disinterested members of the Board shall determine whether any proposed

action adequately remedies any irreconcilable material conflict, but in no event

will the Fund be required to establish a new funding medium for the Contracts.

The Company shall not be required by Section 7.3 to establish a new funding

medium for the Contract if an offer to do so has been declined by vote of a

majority of Contract owners materially adversely affected by the irreconcilable

material conflict. In the event that the Board determines that any proposed

action does not adequately remedy any irreconcilable material conflict, then the

Company will withdraw the Account's investment in the Fund and terminate this

Agreement within six (6) months after the Board informs the Company in writing

of the foregoing determination; provided, however, that such withdrawal and

termination shall be limited to the extent required by any such material

irreconcilable conflict as determined by a majority of the disinterested members

of the Board.

7.7 If and to the extent Rule 6e-2 and Rule 6e-3(T) are amended, or Rule

6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act

or the rules promulgated thereunder with respect to mixed or shared funding (as

defined in the Shared Funding Exemptive Order) on terms and conditions

materially different from those contained in the Shared Funding Exemptive Order,

then (a) the Fund and/or the Participating Insurance Companies, as appropriate,

shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T),

as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable;

and (b)) Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement

shall continue in effect only to the extent that terms and conditions

substantially identical to such Sections are contained in such Rule(s) as so

amended or adopted.

ARTICLE VIII. Indemnification

8.1 Indemnification By the Company

8.1(a). The Company agrees to indemnify and hold harmless the Fund and

the Underwriter and each of their officers and directors and each person,

if any, who controls the Fund or the Underwriter within the meaning of

Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for

purposes of this Section 8.1) against any and all losses, claims, damages,

liabilities (including amounts paid in settlement with the written consent

of the Company) or litigation (including legal and other expenses), to

which the Indemnified Parties may become subject under any statute or

regulation, at common law or otherwise, insofar as such losses, claims,

damages, liabilities or expenses (or actions in respect thereof) or

settlements are related to the sale or acquisition of the Fund's shares or

the Contracts and:

(i) arise out of or are based upon any untrue statements or alleged

untrue statements of any material fact contained in the

Registration Statement, prospectus (which shall include an

offering memorandum, if any), or statement of additional

information for the Contracts or contained in the Contracts or

sales literature or other promotional material for the Contracts

(or any amendment or supplement to any of the foregoing), or

arise out of or are based upon the omission or the alleged

omission to state therein a material fact required to be stated

therein or necessary to make the statements therein not

misleading, provided that this agreement to indemnify shall not

apply as to any Indemnified Party if such statement or omission

or such alleged

- 12-

statement or omission was made in reliance upon and in conformity

with information furnished to the Company by or on behalf of the

Fund for use in the Registration Statement, prospectus or

statement of additional information for the Contracts or in the

Contracts or sales literature (or any amendment or supplement) or

otherwise for use in connection with the sale of the Contracts or

Fund shares; or

(ii) arise out of or as a result of statements or representations

(other than statements or representations contained in the

Registration Statement, prospectus or sales literature or other

promotional material of the Fund not supplied by the Company or

persons under its control) or wrongful conduct of the Company or

persons under its authorization or control, with respect to the

sale or distribution of the Contracts or Fund Shares; or

(iii) arise out of any untrue statement or alleged untrue statement of

a material fact contained in a Registration Statement,

prospectus, or sales literature or other promotional material of

the Fund or any amendment thereof or supplement thereto or the

omission or alleged omission to state therein a material fact

required to be stated therein or necessary to make the statements

therein not misleading if such a statement or omission was made

in reliance upon information furnished to the Fund by or on

behalf of the Company; or

(iv) arise as a result of any material failure by the Company to

provide the services and furnish the materials under the terms of

this Agreement (including a failure, whether unintentional or in

good faith or otherwise, to comply with the qualification

requirements specified in Article VI of this Agreement); or

(v) arise out of or result from any material breach of any

representation and/or warranty made by the Company in this

Agreement or arise out of or result from any other material

breach of this Agreement by the Company,

as limited by and in accordance with the provisions of Sections 8.1(b) and

8.1(c) hereof.

8.1(b). The Company shall not be liable under this indemnification

provision with respect to any losses, claims, damages, liabilities or litigation

to which an Indemnified Party would otherwise be subject by reason of such

Indemnified Party's willful misfeasance, bad faith, or gross negligence in the

performance of such Indemnified Party's duties or by reason of such Indemnified

Party's reckless disregard of its obligations or duties under this Agreement.

8.1(c). The Company shall not be liable under this indemnification

provision with respect to any claim made against an Indemnified Party unless

such Indemnified Party shall have notified the Company in writing within a

reasonable time after the summons or other first legal process giving

information of the nature of the claim shall have been served upon such

Indemnified Party (or after such Indemnified Party shall have received notice of

such service on any designated agent), but failure to notify the Company of any

such claim shall not relieve the Company from any liability which it may have to

the Indemnified Party against whom such action is brought otherwise than on

account of this indemnification provision. In case any such action is brought

against an

- 13 -

Indemnified Party, the Company shall be entitled to participate, at its own

expense, in the defense of such action. The Company also shall be entitled to

assume the defense thereof, with counsel satisfactory to the party named in the

action and to settle the claim at its own expense; provided, however, that no

such settlement shall, without the Indemnified Parties' written consent, include

any factual stipulation referring to the Indemnified Parties or their conduct.

After notice from the Company to such party of the Company's election to assume

the defense thereof, the Indemnified Party shall bear the fees and expenses of

any additional counsel retained by it, and the Company will not be liable to

such party under this Agreement for any legal or other expenses subsequently

incurred by such party independently in connection with the defense thereof

other than reasonable costs of investigation.

8.1(d). The Indemnified Parties will promptly notify the Company of the

commencement of any litigation or proceedings against them in connection with

the issuance or sale of the Fund Shares or the Contracts or the operation of the

Fund.

8.2 Indemnification by the Underwriter

8.2(a). The Underwriter agrees to indemnify and hold harmless the Company

and each of its directors and officers and each person, if any, who controls the

Company within the meaning of Section 15 of the 1933 Act (collectively, the

"Indemnified Parties" for purposes of this Section 8.2) against any and all

losses, claims, damages, liabilities (including amounts paid in settlement with

the written consent of the Underwriter) or litigation (including legal and other

expenses) to which the Indemnified Parties may become subject under any statute

or regulation, at common law or otherwise, insofar as such losses, claims,

damages, liabilities or expenses (or actions in respect thereof) or settlements

are related to the sale or acquisition of the Fund's shares or the Contracts;

and

(i) arise out of or are based upon any untrue statement or

alleged untrue statement of any material fact contained in

the Registration Statement or prospectus or SAI or sales

literature or other promotional material of the Fund (or

any amendment or supplement to any of the foregoing), or

arise out of or are based upon the omission or the alleged

omission to state therein a material fact required to be

stated therein or necessary to make the statements therein

not misleading, provided that this agreement to indemnify

shall not apply as to any Indemnified Party if such

statement or omission or such alleged statement or omission

was made in reliance upon and in conformity with

information furnished to the Underwriter or Fund by or on

behalf of the Company for use in the Registration Statement

or prospectus for the Fund or in sales literature (or any

amendment or supplement) or otherwise for use in connection

with the sale of the Contracts or Fund shares; or

(ii) arise out of or as a result of statements or

representations (other than statements or representations

contained in the Registration Statement, prospectus or

sales literature or other promotional material for the

Contracts not supplied by the Underwriter or persons under

its control) or wrongful conduct of the Fund or Underwriter

or persons

- 14 -

under their control, with respect to the sale or

distribution of the Contracts or Fund shares; or

(iii) arise out of any untrue statement or alleged untrue

statement of a material fact contained in a Registration

Statement, prospectus or sales literature or other

promotional material covering the Contracts, or any

amendment thereof or supplement thereto, or the omission or

alleged omission to state therein a material fact required

to be stated therein or necessary to make the statement or

statements therein not misleading, if such statement or

omission was made in reliance upon information furnished to

the Company by or on behalf of the Fund; or

(iv) arise as a result of any failure by the Fund to provide the

services and furnish the materials under the terms of this

Agreement (including a failure, whether unintentional or in

good faith or otherwise, to comply with the diversification

and other qualification requirements specified in Article

VI of this Agreement); or

(v) arise out of or result from any material breach of any

representation and/or warranty made by the Underwriter in

this Agreement or arise out of or result from any other

material breach of this Agreement by the Underwriter;

as limited by and in accordance with the provisions of Sections 8.2(b) and

8.2(c) hereof.

8.2(b). The Underwriter shall not be liable under this indemnification

provision with respect to any losses, claims, damages, liabilities or litigation

to which an Indemnified Party would otherwise be subject by reason of such

Indemnified Party's willfull misfeasance, bad faith, or gross negligence in the

performance or such Indemnified Party's duties or by reason of such Indemnified

Party's reckless disregard of obligations and duties under this Agreement or to

the Company or the Account, whichever is applicable.

8.2(c). The Underwriter shall not be liable under this indemnification

provision with respect to any claim made against an Indemnified Party unless

such Indemnified Party shall have notified the Underwriter in writing within a

reasonable time after the summons or other first legal process giving

information of the nature of the claim shall have been served upon such

Indemnified Party (or after such Indemnified Party shall have received notice of

such service on any designated agent), but failure to notify the Underwriter of

any such claim shall not relieve the Underwriter from any liability which it may

have to the Indemnified Party against whom such action is brought otherwise than

on account of this indemnification provision. In case any such action is brought

against the Indemnified Party, the Underwriter will be entitled to participate,

at its own expense, in the defense thereof. The Underwriter also shall be

entitled to assume the defense thereof, with counsel satisfactory to the party

named in the action and to settle the claim at its own expense; provided,

however, that no such settlement shall, without the Indemnified Parties' written

consent, include any factual stipulation referring to the Indemnified Parties or

their conduct. After notice from the Underwriter to such party of the

Underwriter's election to assume the defense thereof, the Indemnified Party

shall bear the fees and expenses of any additional counsel retained by it, and

the

- 15 -

Underwriter will not be liable to such party under this Agreement for any legal

or other expenses subsequently incurred by such party independently in

connection with the defense thereof other than reasonable costs of

investigation.

8.2(d). The Company agrees promptly to notify the Underwriter of the

commencement of any litigation or proceedings against it or any of its officers

or directors in connection with the issuance or sale of the Contracts or the

operation of the Account.

8.3 Indemnification By the Fund

8.3(a). The Fund agrees to indemnify and hold harmless the Company and each

of its directors and officers and each person, if any, who controls the Company

within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified

Parties" for purposes of this Section 8.3) against any and all losses, claims,

expenses, damages, liabilities (including amounts paid in settlement with the

written consent of the Fund) or litigation (including legal and other expenses)

to which the Indemnified Parties may be required to pay or may become subject

under any statute or regulation, at common law or otherwise, insofar as such

losses, claims, expenses, damages, liabilities or expenses (or actions in

respect thereof) or settlements, are related to the operations of the Fund and:

(i) arise as a result of any failure by the Fund to provide the

services and furnish the materials under the terms of this

Agreement (including a failure, whether unintentional or in

good faith or otherwise, to comply with the diversification

and other qualification requirements specified in Article

VI of this Agreement); or

(ii) arise out of or result from any material breach of any

representation and/or warranty made by the Fund in this

Agreement or arise out of or result from any other material

breach of this Agreement by the Fund;

as limited by and in accordance with the provisions of Sections 8.3(b) and

8.3(c) hereof

8.3(b). The Fund shall not be liable under this indemnification provision

with respect to any losses, claims, damages, liabilities or litigation to which

an Indemnified Party would otherwise be subject by reason of such Indemnified

Party's willful misfeasance, bad faith, or gross negligence in the performance

of such Indemnified Party's duties or by reason of such Indemnified Party's

reckless disregard of obligations and duties under this Agreement or to the

Company, the Fund, the Underwriter or the Account, whichever is applicable.

8.3(c). The Fund shall not be liable under this indemnification provision

with respect to any claim made against an Indemnified Party unless such

Indemnified Party shall have notified the Fund in writing within a reasonable

time after the summons or other first legal process giving information of the

nature of the claim shall have been served upon such Indemnified Party (or after

such indemnified Party shall have received notice of such service on any

designated agent), but failure to notify the Fund of any such claim shall not

relieve the Fund from any liability which it may have to the Indemnified Party

against whom such action is brought otherwise than on account of this

indemnification provision. In case any such action is brought against the

Indemnified Parties, the

- 16 -

Fund will be entitled to participate, at its own expense, in the defense

thereof. The Fund also shall be entitled to assume the expense thereof, with

counsel satisfactory to the party named in the action and to settle the

claim at its own expense; provided, however, that no such settlement shall,

without the Indemnified Parties' written consent, include any factual

stipulation referring to the Indemnified Parties or their conduct. After notice

from the Fund to such party of the Fund's election to assume the defense

thereof, the Indemnified Party shall bear the fees and expenses of any

additional counsel retained by it, and the Fund will not be liable to such party

under this Agreement for any legal or other expenses subsequently incurred by

such party independently in connection with the defense thereof other than

reasonable costs of investigation.

8.3(d). The Company and the Underwriter agree promptly to notify the Fund

of the commencement of any litigation or proceeding against it or any of its

respective officers or directors in connection with the Agreement, the issuance

or sale of the Contracts, the operation of the Account, or the sale or

acquisition of shares of the Fund.

ARTICLE IX. Applicable Law

9.1 This Agreement shall be construed and the provisions hereof interpreted

under and in accordance with the laws of the State of Maryland.

9.2 This Agreement shall be subject to the provisions of the 1933, 1934 and

1940 Acts, and the rules and regulations and rulings thereunder, including such

exemptions from those statutes, rules and regulations as the SEC may grant

(including, but not limited to, any Shared Funding Exemptive Order) and the

terms hereof shall be interpreted and construed in accordance therewith.

ARTICLE X. Termination

10.1 This Agreement shall continue in full force and effect until the first

to occur of:

(a) termination by any party, for any reason with respect to

some or all Designated Portfolios, by six (6) months'

advance written notice delivered to the other parties; or

(b) termination by the Company by written notice to the Fund

and the Underwriter with respect to any Designated

Portfolio based upon the Company's determination that

shares of the Fund are not reasonably available to meet the

requirements of the Contracts; provided that such

termination shall apply only to the Designated Portfolio

not reasonably available; or

(c) termination by the Company by written notice to the Fund

and the Underwriter in the event any of the Designated

Portfolio's shares are not registered, issued or sold in

accordance with applicable state and/or federal law or such

law precludes the use of such shares as the underlying

investment media of the Contracts issued or to be issued by

the Company; or

- 17 -

(d) termination by the Fund or Underwriter in the event that

formal administrative proceedings are instituted against

the Company by the NASD, the SEC, the Insurance

Commissioner or like official of any state or any other

regulatory body regarding the Company's duties under this

Agreement or related to the sale of the Contracts, the

operation of any Account, or the purchase of the Fund

shares, provided, however, that the Fund or Underwriter

determines in its sole judgment exercised in good faith,

that any such administrative proceedings will have a

material adverse effect upon the ability of the Company to

perform its obligations under this Agreement; or

(e) termination by the Company in the event that formal

administrative proceedings are instituted against the Fund

or Underwriter by the NASD, the SEC, or any state

securities or insurance department or any other regulatory

body, provided, however, that the Company determines in its

sole judgment exercised in good faith, that any such

administrative proceedings will have a material adverse

effect upon the ability of the Fund or Underwriter to

perform its obligations under this Agreement; or

(f) termination by the Company by written notice to the Fund

and the Underwriter with respect to any Designated

Portfolio in the event that such Designated Portfolio

ceases to qualify as a Regulated Investment Company under

Subchapter M or fails to comply with the Section 817(h)

diversification requirements specified in Article VI

hereof, or if the Company reasonably believes that such

Designated Portfolio may fail to so qualify or comply; or

(g) termination by the Fund or Underwriter by written notice to

the Company in the event that the Contracts fail to meet

the qualifications specified in Section 6.3 hereof; or

(h) termination by either the Fund or the Underwriter by

written notice to the Company, if either one or both of the

Fund or the Underwriter respectively, shall determine, in

their sole judgment exercised in good faith, that the

Company has suffered a material adverse change in its

business, operations, financial condition, or prospects

since the date of this Agreement or is the subject of

material adverse publicity; or

(i) termination by the Company by written notice to the Fund

and the Underwriter, if the Company shall determine, in its

sole judgment exercised in good faith, that the Fund or the

Underwriter has suffered a material adverse change in its

business, operations, financial condition or prospects

since the date of this Agreement or is the subject of

material adverse publicity; or

(j) termination by any party upon the other party's material

breach of any provision of this Agreement.

- 18 -

10.2 Effect of Termination. Notwithstanding any termination of this

Agreement, the Fund and the Underwriter shall, at the option of the Company,

continue to make available additional shares of the Fund pursuant to the terms

and conditions of this Agreement, for all Contracts in effect on the effective

date of termination of this Agreement (hereinafter referred to as "Existing

Contracts"). Specifically, the owners of the Existing Contracts may be permitted

to reallocate investments in the Fund, redeem investments in the Fund and/or

invest in the Fund upon the making of additional purchase payments under the

Existing Contracts. The parties agree that this Section 10.2 shall not apply to

any termination under Article VII and the effect of such Article VII termination

shall be governed by Article VII of this Agreement. The parties further agree

that this Section 10.2 shall not apply to any termination under Section 10.1(g)

of this Agreement.

10.3 Notwithstanding any termination of this Agreement, each party's

obligation under Article VIII to indemnify the other parties shall survive.

10.4 Any successor by law of the parties hereto shall be entitled to the

benefits of the indemnification provisions contained in Article VIII.

ARTICLE XI. Notices

Any notice shall be sufficiently given when sent by registered or certified

mail to the other party at the address of such party set forth below or at such

other address as such party may from time to time specify in writing to the

other party.

If to the Fund:

T. Rowe Price Associates, Inc.

100 East Pratt Street

Baltimore, Maryland 21202

Attention: Henry H. Hopkins, Esq.

If to the Company:

Pruco Life Insurance Company

751 Broad Street

Newark, New Jersey 07102

Attention: Mary L. Cavanaugh, Esq.

If to Underwriter:

T. Rowe Price Investment Services

100 East Pratt Street

Baltimore, Maryland 21202

Attention: Henry H. Hopkins, Esq.

- 19-

ARTICLE XII. Miscellaneous

12.1 All persons dealing with the Fund must look solely to the property of

such Fund, and in the case of a series company, the respective Designated

Portfolio listed on Schedule A hereto as though such Designated Portfolio had

separately contracted with the Company and the Underwriter for the enforcement

of any claims against the Fund. The parties agree that neither the Board,

officers, agents or shareholders assume any personal liability or responsibility

for obligations entered into by or on behalf of the Fund.

12.2 Subject to the requirements of legal process and regulatory authority,

each party hereto shall treat as confidential the names and addresses of the

owners of the Contracts and all information reasonably identified as

confidential in writing by any other party hereto and, except as permitted by

this Agreement, shall not disclose, disseminate or utilize such names and

addresses and other confidential information without the express written consent

of the affected party until such time as such information may come into the

public domain.

12.3 The captions in this Agreement are included for convenience of

reference only and in no way define or delineate any of the provisions hereof or

otherwise affect their construction or effect.

12.4 This Agreement may be executed simultaneously in two or more

counterparts, each of which taken together shall constitute one and the same

instrument.

12.5 If any provision of this Agreement shall be held or made invalid by a

court decision, statute, rule or otherwise, the remainder of the Agreement shall

not be affected thereby.

12.6 Each party hereto shall cooperate with each other party and all

appropriate governmental authorities (including without limitation the SEC, the

NASD, and state insurance regulators) and shall permit such authorities

reasonable access to its books and records in connection with any investigation

or inquiry relating to this Agreement or the transactions contemplated hereby.

Notwithstanding the generality of the foregoing, each party hereto further

agrees to furnish the Arizona Insurance Commissioner with any information or

reports in connection with services provided wider this Agreement which such

Commissioner may request in order to ascertain whether the variable annuity

operations of the Company are being conducted in a manner consistent with

Arizona variable annuity laws and regulations and any other applicable law or

regulations.

12.7 The rights, remedies and obligations contained in this Agreement are

cumulative and are in addition to any and all rights, remedies, and obligations,

at law or in equity, which the parties hereto are entitled to under state and

federal laws.

12.8 This Agreement or any of the rights and obligations hereunder may not

be assigned by any party without the prior written consent of all parties

hereto.

- 20 -

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to

be executed in its name and on its behalf by its duly authorized representative

and its seal to be hereunder affixed hereto as of the date specified below.

COMPANY. PRUCO LIFE INSURANCE COMPANY

By its authorized officer

By: /s/ PAUL HALEY

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

Title: Vice President & Actuary

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

Date: July 11, 1996

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

FUND: T. ROWE PRICE INTERNATIONAL

SERIES, INC.

By its authorized officer

By: /s/ HENRY H. HOPKINS

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

Title: Vice President

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

Date: July 8, 1996

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

FUND: T. ROWE PRICE EQUITY SERIES, INC.

By its authorized officer

By: /s/ HENRY H. HOPKINS

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

Title: Vice President

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

Date: July 8, 1996

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

-21 -

UNDERWRITER: T. ROWE PRICE INVESTMENT SERVICES, INC.

By its authorized officer

By: /s/ NANCY M. MORRIS

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

Title: Vice President

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

Date: July 8, 1996

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

SCHEDULE A

NAME OF SEPARATE ACCOUNT AND      CONTRACTS FUNDED BY

DATE ESTABLISHED BY BOARD OF DIRECTORS SEPARATE ACCOUNT      DESIGNATED PORTFOLIOS

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

Pruco Life Flexible Premium             Discovery Select     T. Rowe Price International Series, Inc.

Variable Annuity Account             Annuity Contract     - T. Rowe Price International Stock

June 16, 1995                      Portfolio

                        T. Rowe Price Equity Series, Inc.

                        - T. Rowe Price Equity

                     Income Portfolio

SCHEDULE A

Effective as of May 1, 1997, this Schedule A is hereby amended as follows:

NAME OF SEPARATE ACCOUNT

AND DATE ESTABLISHED BY     CONTRACTS FUNDED BY

BOARD OF DIRECTORS     SEPARATE ACCOUNT DESIGNATED PORTFOLIOS

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

Pruco Life Flexible         Discovery Select Annuity     T. Rowe Price International Series, Inc.

Premium Variable Annuity         Contract         - T. Rowe Price International Stock

Account est. June 16, 1995              Portfolio

                    T. Rowe Price Equity Series, Inc.

                    - T. Rowe Price Equity

                 Income Portfolio

Pruco Life Variable         Variable Universal Life     T. Rowe Price International Series, Inc.

Appreciable Account         Insurance Policy     - T. Rowe Price International Stock

est. January 13, 1984                  Portfolio

IN WITNESS WHEREOF, Pruco Life Insurance Company, T. Rowe Price

Investment Services, Inc. and the undersigned funds hereby amend this Schedule

A in accordance with the Participation Agreement made and entered into as of the

8th day of July, 1996.

COMPANY: PRUCO LIFE INSURANCE COMPANY

By its authorized officer

By: /s/ ESTHER H. MILNES

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

Title: President

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

Date: May 16, 1997

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

FUND: T. ROWE PRICE INTERNATIONAL

SERIES, INC.

By its authorized officer

By: /s/ JAMES S. RIEPE

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

Title: Vice President

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

Date: May 14, 1997

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

-2-

SCHEDULE A (CONTINUED)

FUND: T. ROWE PRICE EQUITY SERIES, INC.

By its authorized officer

By: /s/ JAMES S. RIEPE

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

Title: Vice President

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

Date: May 14, 1997

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

UNDERWRITER: T. ROWE PRICE INVESTMENT SERVICES, INC.

By its authorized officer

By: /s/ NANCY M. MORRIS

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

Title: Vice President

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

Date: May 14, 1997

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