PARTICIPATION AGREEMENT

AMONG

MFS VARIABLE INSURANCE TRUST,

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

AND

MASSACHUSETTS FINANCIAL SERVICES COMPANY

THIS AGREEMENT, made and entered into this 7th day of February 1997, by and

(the "Company"), on its own behalf and on behalf of each of the segregated asset

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

WHEREAS, shares of beneficial interest of the Trust are divided into

WHEREAS, the series of shares of the Trust offered by the Trust to the

WHEREAS, MFS is duly registered as an investment adviser under the

Investment Advisers Act of 1940, as amended, and any applicable state securities

WHEREAS, the Company will issue certain variable annuity and/or variable

WHEREAS, the Accounts are duly organized, validly existing segregated asset

accounts, established by resolution of the Board of Directors of the Company, to

and/or variable life insurance contracts that are allocated to the Accounts (the

WHEREAS, the Company has registered or will register the Accounts as unit

WHEREAS, MFS Fund Distributors, Inc. (the "Underwriter") is registered as a

Securities Exchange Act of 1934, as amended (hereinafter the "1934 Act"), and is

WHEREAS, Pruco Securities Corporation ("Prusec"), the underwriter for the

WHEREAS, to the extent permitted by applicable

insurance laws and

NOW, THEREFORE, in consideration of their mutual promises, the Trust, MFS,

1.1. The Trust agrees to sell to the Company those Shares which the

Accounts order (based on orders placed by Policy holders on that Business

Day, as defined below) and which are available for purchase by such

Accounts, executing such orders on a daily basis at the net asset value

next computed after receipt by the Trust or its designee of the order for

the Shares. For purposes of this Section 1.1, the Company shall be the

designee of the Trust for receipt of such orders from Policy owners and

receipt by such designee shall constitute receipt by the Trust; provided

that the Trust receives notice of such orders by 9:30 a.m. New York time on

the next following Business Day. "Business Day" shall mean any day on which

the New York Stock Exchange, Inc. (the "NYSE") is open for trading and on

which the Trust calculates its net asset value pursuant to the rules of the

SEC.

1.2. The Trust agrees to make the Shares available indefinitely for

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

Accounts on those days on which the Trust calculates its net asset value

pursuant to rules of the SEC and the Trust shall calculate such net asset

value on each day which the NYSE is open for trading. Notwithstanding the

foregoing, the Board of Trustees of the Trust (the "Board") may refuse to

sell any Shares to the Company and the Accounts, or suspend or terminate

the offering of the Shares 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 light of its fiduciary duties under

federal and any applicable state laws, necessary in the best interest of

the Shareholders of such Portfolio.

1.3. The Trust and MFS agree that the Shares will be sold only to insurance

companies which have entered into participation agreements with the Trust

and MFS (the "Participating Insurance Companies") and their separate

accounts, qualified pension and retirement plans and MFS or its affiliates

in accordance with Section 817(h)(4) of the Internal Revenue Code of 1986,

as amended, and the regulations thereunder. The Trust and MFS will not sell

Trust shares to any insurance company or separate account unless an

agreement containing provisions substantially the same as Articles III and

VII of this Agreement is in effect to govern such sales. The Company will

not resell the Shares except to the Trust or its agents.

1.4. The Trust agrees to redeem for cash, on the Company's request, any

full or fractional Shares held by the Accounts (based on orders placed by

Policy holders on that Business Day), executing such requests on a daily

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

its designee of the request for redemption. For purposes of this Section

1.4, the Company shall be the designee of the Trust for receipt of requests

for redemption from Policy owners and receipt by such designee shall

constitute receipt by the Trust; provided that the Trust receives notice of

such request for redemption by 9:30 a.m. New York time on the next

following Business Day.

1.5. Each purchase, redemption and exchange order placed by the Company

shall be placed separately for each Portfolio and shall not be netted with

respect to any Portfolio. However, with respect to payment of the purchase

price by the Company and of redemption proceeds by the Trust, the Company

and the Trust shall net purchase and redemption orders with respect to each

Portfolio and shall transmit one net payment for all of the Portfolios in

accordance with Section 1.6 hereof.

1.6. In the event of net purchases, the Company shall pay for the Shares by

2:00 p.m. New York time on the next Business Day after an order to purchase

the Shares is made in accordance with the provisions of Section 1.1. hereof

In the event of net redemptions, the Trust shall pay the redemption

proceeds by 2:00 p.m. New York time on the next Business Day after an order

to redeem the shares is made in accordance with the provisions of Section

1.4. hereof. All such payments shall be in federal funds transmitted by

wire.

1.7. Issuance and transfer of the Shares will be by book entry only. Stock

certificates will not be issued to the Company or the Accounts. The Shares

ordered from the Trust will be recorded in an appropriate title for the

Accounts or the appropriate subaccounts of the Accounts.

1.8. The Trust shall furnish same day notice (by wire or telephone followed

by written confirmation) to the Company of any dividends or capital gain

distributions payable on the Shares. The Company hereby elects to receive

all such dividends and distributions as are payable on a Portfolio's Shares

in additional Shares of that Portfolio. The Trust shall notify the Company

of the number of Shares so issued as payment of such dividends and

distributions.

1.9. The Trust or its custodian shall make the net asset value per share

for each Portfolio available to the Company on each Business Day as soon as

reasonably practical after the net asset value per share is calculated and

shall use its best efforts to make such net asset value per share available

by 6:30 p.m. New York time. In the event that the Trust is unable to meet

the 6:30 p.m. time stated herein, it shall provide additional time for the

Company to place orders for the purchase and redemption of Shares. Such

additional time shall be equal to the additional time which the Trust takes

to make the net asset value available to the Company. If the Trust provides

materially incorrect share net asset value information, the Trust shall

make an adjustment to the number of shares purchased or redeemed for the

Accounts to reflect the correct net asset value per share. Any material

error in the calculation or reporting of net asset value per share,

dividend or capital gains information shall be reported promptly upon

discovery to the Company.

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

registered under the 1933 Act or are exempt from or not subject to

registration thereunder, and that the Policies will be issued, sold, and

distributed in compliance in all material respects with all applicable

state and federal laws, including without limitation the 1933 Act, the

Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940

Act. 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 as a segregated asset

account under applicable law and has registered or, prior to any issuance

or sale of the Policies, will register the Accounts as unit investment

trusts in accordance with the provisions of the 1940 Act (unless exempt

therefrom) to serve as segregated investment accounts for the Policies, and

that it will maintain such registration for so long as any Policies are

outstanding. The Company shall amend the registration statements under the

1933 Act for the Policies and the registration statements under the 1940

Act for the Accounts from time to time as required in order to effect the

continuous offering of the Policies or as may otherwise be required by

applicable law. The Company shall register and qualify the Policies for

sales accordance with the securities laws of the various states only if and

to the extent deemed necessary by the Company.

2.2. The Company represents and warrants that the Policies are currently

and at the time of issuance will be treated as life insurance, endowment or

annuity contract under applicable provisions of the Internal Revenue Code

of 1986, as amended (the "Code"), that it will maintain such treatment and

that it will notify the Trust or MFS immediately upon having a reasonable

basis for believing that the Policies have ceased to be so treated or that

they might not be so treated in the future.

2.3. The Company represents and warrants that Prusec, the underwriter for

the individual variable annuity and the variable life policies, is a member

in good standing of the NASD and is a registered broker-dealer

with the SEC. The Company represents and warrants that the Company and

Prusec will sell and distribute such policies in accordance in all material

respects with all applicable state and federal securities laws, including

without limitation the 1933 Act, the 1934 Act, and the 1940 Act.

2.4. The Trust and MFS represent and warrant that the 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 Commonwealth of

Massachusetts and all applicable federal and state securities laws and that

the Trust is and shall remain registered under the 1940 Act. The Trust

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 Trust shall register and qualify the

Shares for sale in accordance with the laws of the various states only if

and to the extent deemed necessary by the Trust.

2.5. MFS represents and warrants that the Underwriter is a member in good

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

Trust and MFS represent that the Trust and the Underwriter will sell and

distribute the Shares in accordance in all material respects with all

applicable state and federal securities laws, including without limitation

the 1933 Act, the 1934 Act, and the 1940 Act.

2.6. The Trust represents that it is lawfully organized and validly

existing under the laws of The Commonwealth of Massachusetts and that it

does and will comply in all material respects with the 1940 Act and any

applicable regulations thereunder.

2.7. MFS represents and warrants that it is and shall remain duly

registered under all applicable federal securities laws and that it shall

perform its obligations for the Trust in compliance in all material

respects with any applicable

federal securities laws and with the

securities laws of The Commonwealth of Massachusetts. MFS represents and

warrants that it is not subject to state securities laws other than the

securities laws of The Commonwealth of Massachusetts and that it is exempt

from registration as an investment adviser under the securities laws of The

Commonwealth of Massachusetts.

2.8. No less frequently than annually, the Company shall submit to the

Board such reports, material or data as the Board may reasonably request so

that it may carry out fully the obligations imposed upon it by the

conditions contained in the exemptive application pursuant to which the SEC

has granted exemptive relief to permit mixed and shared funding (the "Mixed

and Shared Funding Exemptive Order").

3.1. At least annually, the Trust or its designee shall provide the

Company, free of charge, with as many copies of the current prospectus

(describing only the Portfolios listed in Schedule A hereto) for the Shares

as the Company may reasonably request for distribution to existing Policy

owners whose Policies are funded by such Shares. The Trust or its designee

shall provide the Company, at the Company's expense, with as many copies of

the current prospectus for the Shares as the Company may reasonably request

for distribution to prospective purchasers of Policies. If requested by the

Company in lieu thereof, the Trust or its designee shall provide such

documentation (including a "camera ready" copy of the new prospectus as set

in type or, at the request of the Company, as a diskette in the form sent

to the financial printer) and other assistance as is reasonably necessary

in order for the parties hereto once each year (or more frequently if the

prospectus for the Shares is supplemented or amended) to have the

prospectus for the Policies and the prospectus for the Shares printed

together in one document; the expenses of such printing to be apportioned

between (a) the Company and (b) the Trust or its designee in proportion to

the number of pages of the Policy and Shares' prospectuses, taking account

of other relevant factors affecting the expense of printing, such as

covers, columns, graphs and charts; the Trust or its designee to bear the

cost of printing the Shares' prospectus portion of such document for

distribution to owners of existing Policies funded by the Shares and the

Company to bear the expenses of printing the portion of such document

relating to the Accounts; provided, however, that the Company shall bear

all printing expenses of such combined documents where used for

distribution to prospective purchasers or to owners of existing Policies

not funded by the Shares. In the event that the Company requests that the

Trust or its designee provides the Trust's prospectus in a "camera ready"

or diskette format, the Trust shall be responsible for providing the

prospectus in the format in which it or MFS is accustomed to formatting

prospectuses and shall bear the expense of providing the prospectus in such

format (e.g., typesetting expenses), and the Company shall bear the expense

adjusting

or changing the format to conform with any of its

prospectuses.

3.2. The prospectus for the Shares shall state that the statement of

additional information for the Shares is available from the Trust or its

designee. The Trust or its designee, at its expense, shall print and

provide such statement of additional information to the Company (or a

master of such statement suitable for duplication by the Company) for

distribution to any owner of a Policy funded by the Shares. The Trust or

its designee, at the Company's expense, shall print and provide such

statement to the Company (or a master of such statement suitable for

duplication by the Company) for distribution to a prospective purchaser who

requests such statement or to an owner of a Policy not funded by the

Shares.

3.3. The Trust or its designee shall provide the Company free of charge

copies, if and to the extent applicable to the Shares, of the Trust's proxy

materials, reports to Shareholders and other communications to Shareholders

in such quantity as the Company shall reasonably require for distribution

to Policy owners.

3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or

of Article V below, the Company shall pay the expense of printing or

providing documents to the extent such cost is considered a distribution

expense. Distribution expenses would include by way of illustration, but

are not limited to, the printing of the Shares' prospectus or prospectuses

for distribution to prospective purchasers or to owners of existing

Policies not funded by such Shares.

3.5. The Trust hereby notifies the Company that it may be appropriate to

include in the prospectus pursuant to which a Policy is offered disclosure

regarding the potential risks of mixed and shared funding.

3.6. If and to the extent required by law, the Company shall:

(a) solicit voting instructions from Policy owners;

(b) vote the Shares in accordance with instructions received from

Policy owners; and

the same proportion as the Shares of such Portfolio for which

instructions have been received from Policy owners;

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.

The Company will in no way recommend action in connection with or oppose or

interfere with the solicitation of proxies for the Shares held for such

Policy owners. The Company reserves the right to vote shares held in any

segregated asset account in its own right, to the extent permitted by law.

Participating Insurance Companies shall be responsible for assuring that

each of their separate accounts holding Shares calculates voting privileges

in the manner required by the Mixed and Shared Funding Exemptive Order. The

Trust and MFS will notify the Company of any changes of interpretations or

amendments to the Mixed and Shared Funding Exemptive Order.

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

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

material in which the Trust, MFS, any other investment adviser to the

Trust, or any affiliate of MFS are named, at least three (3) Business Days

prior to its use. No such material

shall be used if the Trust, MFS, or their respective designees reasonably

objects to such use within three (3) Business Days after receipt of such

material.

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

or statement on behalf of the Trust, MFS, any other investment adviser to

the Trust, or any affiliate of MFS or concerning the Trust or any other

such entity in connection with the sale of the Policies other than the

information or representations contained in the registration statement,

prospectus or statement of additional information for the Shares, as such

registration statement, prospectus and statement of additional information

may be amended or supplemented from time to time, or in reports or proxy

statements for the Trust, or in sales literature or other promotional

material approved by the Trust, MFS or their respective designees, except

with the permission of the Trust, MFS or their respective designees. The

Trust, MFS or their respective designees each agrees to respond to any

request for approval on a prompt and timely basis. The Company shall adopt

and implement procedures reasonably designed to ensure that information

concerning the Trust, MFS or any of their affiliates which is intended for

use only by brokers or agents selling the Policies (i.e., information that

is not intended for distribution to Policy holders or prospective Policy

holders) is so used, and neither the Trust, MFS nor any of their affiliates

shall be liable for any losses, damages or expenses relating to the

improper use of such broker only materials.

4.3. The Trust or its designee shall furnish, or shall cause to be

furnished, to the Company or its designee, each piece of sales literature

or other promotional material in which the Company and/or the Accounts is

named, at least three (3) Business Days prior to its use. No such material

shall be used if the Company or its designee reasonably objects to such use

within three (3) Business Days after receipt of such material.

4.4. The Trust and MFS shall not give, and agree that the Underwriter shall

not give, any information or make any representations on behalf of the

Company or concerning the Company, the Accounts, or the Policies in

connection with the sale of the Policies other than the information or

representations contained in a registration statement, prospectus, or

statement of additional information for the Policies, as such registration

statement, prospectus and statement of additional information may be

amended or supplemented from time to time, or in reports for the Accounts,

or in sales literature or other promotional material approved by the

Company or its designee, except with the permission of the Company. The

Company or its designee agrees to respond to any request for approval on a

prompt and timely basis. The parties hereto agree that this Section 4.4. is

neither

intended to designate nor otherwise imply that MFS is an

underwriter or distributor of the Policies.

4.5. The Company and the Trust (or its designee in lieu of the Company or

the Trust, as appropriate) will each provide to the other at least one

complete copy of all registration statements, prospectuses, statements of

additional information, 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 Policies, or to the Trust or its Shares, prior to or contemporaneously

with the filing of such document with the SEC or other regulatory

authorities. The Company and the Trust shall also each promptly inform the

other or the results of any examination by the SEC (or other regulatory

authorities) that relates to the Policies, the Trust or its Shares, and the

party that was the subject of the examination shall provide the other party

with a copy of relevant portions of any "deficiency letter" or other

correspondence or written report regarding any such examination.

4.6. The Trust and MFS will provide the Company with as much notice as is

reasonably practicable of any proxy solicitation for any Portfolio, and of

any material change in the Trust's registration statement, particularly any

change resulting in change to the registration statement or prospectus or

statement of additional information for any Account. The Trust and MFS will

cooperate with the Company so as to enable the Company to solicit proxies

from Policy owners or to make changes to its prospectus, statement of

additional information or registration statement, in an orderly manner. The

Trust and MFS will make

reasonable efforts to attempt to have changes affecting Policy prospectuses

become

effective

simultaneously

with the annual updates for such

prospectuses.

4.7. For purpose of this Article IV and Article VIII, the phrase "sales

literature or other promotional material" includes but is not limited to

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), and sales literature (such as brochures, circulars,

reprints or excerpts or any other advertisement, sales literature, or

published articles), distributed or made generally available to customers

or the public,

educational or training materials or communications

distributed or made generally available to some or all agents or employees.

5.1. The Trust shall pay no fee or other compensation to the Company under

this Agreement, and the Company shall pay no fee or other compensation to

the Trust, except that if the Trust or any Portfolio adopts and implements

a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution

and Shareholder servicing expenses, then, subject to obtaining any required

exemptive orders or regulatory approvals, the Trust may make payments to

the Company or to the underwriter for the Policies if and in amounts agreed

to by the Trust in writing. Each party, however, shall, in accordance with

the allocation of expenses specified in Articles III and V hereof,

reimburse other parties for expense initially paid by one party but

allocated to another party. In addition, nothing herein shall prevent the

parties hereto from otherwise agreeing to perform, and arranging for

appropriate compensation for, other services relating to the Trust and/or

to the Accounts.

5.2. The Trust or its designee shall bear the expenses for the cost of

registration and qualification of the Shares under all applicable federal

and state laws,

including

preparation

and filing of the Trust's

registration statement, and payment of filing fees and registration fees;

preparation and filing of the Trust's proxy materials and reports to

Shareholders; setting in type and printing its prospectus and statement of

additional information (to the extent provided by and as determined in

accordance with Article III above); setting in type and printing the proxy

materials and reports to Shareholders (to the extent provided by and as

determined in accordance with Article III above); the preparation of all

statements and notices required of the Trust by any federal or state law

with respect to its Shares; all taxes on the issuance or transfer of the

Shares; and the costs of distributing the Trust's prospectuses and proxy

materials to owners of Policies funded by the Shares and any expenses

permitted to be paid or assumed by the Trust pursuant to a plan, if any,

under Rule 12b-l under the 1940 Act. The Trust shall not bear any expenses

of marketing the Policies.

5.3. The Company shall bear the expenses of distributing the Shares'

prospectus or prospectuses in connection with new sales of the Policies and

of distributing the Trust's Shareholder reports and proxy materials to

Policy owners. The Company shall bear all expenses associated with the

registration, qualification, and filing of the Policies under applicable

federal securities and state insurance laws; the cost of preparing,

printing and distributing the Policy prospectus and statement of additional

information; and the cost of preparing, printing and distributing annual

individual account statements for Policy owners as required by state

insurance laws.

5.4. MFS will quarterly reimburse the Company certain of the administrative

costs and expenses incurred by the Company as a result of operations

necessitated by the beneficial ownership by Policy owners of shares of the

Portfolios of the Trust, equal to 0.15% per annum of the net assets of the

Trust attributable to variable life or variable annuity contracts offered

by Company or its affiliates up to $100 million and 0.20% per annum of the

net assets of the Trust attributable to such contracts over $100 million.

In no event shall such fee be paid by the Trust, its shareholders or by the

Policy holders.

6.1. The Trust and MFS represent and warrant that each Portfolio of the

Trust will meet the diversification requirements of Section 817(h)(1) of

the Code and Treas. Reg. 1.817-5,

relating to the diversification

requirements for variable annuity, endowment, or life insurance contracts,

as they may be amended from time to time (and any revenue rulings, revenue

procedures, notices, and other published announcements of the Internal

Revenue Service interpreting these Sections), as if those requirements

applied directly to each such Portfolio. In the event that any Portfolio is

not so diversified at the end of any applicable quarter, the Trust and MFS

will make every effort to (a) adequately diversify the Portfolio so as to

achieve compliance within the grace period afforded by Treas. Reg. 1.817-5

and (b) notify the Company.

6.2 The Trust and MFS represent that each Portfolio of the Trust will elect

to be qualified as a Regulated Investment Company under Subchapter M of the

Code and that every effort will be made to maintain such qualification

(under Subchapter M or any successor or similar provision) and that the

Trust or its designee will notify the Company promptly upon having a

reasonable basis for believing that any Portfolio of the Trust has ceased

to so qualify or that any Portfolio might not so qualify in the future.

7.1. The Trust agrees that the Board, constituted with a majority of

disinterested trustees, will monitor each Portfolio of the Trust for the

existence of any material irreconcilable conflict between the interests of

the variable annuity contract owners and the variable life insurance policy

owners of the Company and/or affiliated companies ("contract owners")

investing in the Trust. The Board shall have the sole authority to

determine if a material

irreconcilable

conflict exists,

and such

determination shall be binding on the Company only if approved in the form

of a resolution by a majority of the Board, or a majority of the

disinterested trustees of the Board. The Board will give prompt notice of

any such determination to the Company.

7.2. The Company agrees that it will be responsible for assisting the Board

in carrying out its responsibilities under the conditions set forth in the

Trust's exemptive application pursuant to which the SEC has granted the

Mixed and Shared Funding Exemptive Order by providing the Board, as it may

reasonably request, with all information necessary for the Board to

consider any issues raised and agrees that it will be responsible for

promptly reporting any potential or existing conflicts of which it is aware

to the Board including, but not limited to, an obligation by the Company to

inform the Board whenever contract owner voting instructions are disregard.

The Company also agrees that, if a material irreconcilable conflict arises,

it will at its own cost remedy such conflict up to and including (a)

withdrawing the assets allocable to some or all of the Accounts from the

Trust or any Portfolio and reinvesting such assets in a different

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

Trust, or submitting to a vote of all affected contract owners whether to

withdraw assets from the Trust or any Portfolio and reinvesting such assets

in a different investment medium and, as appropriate, segregating the

assets attributable to any appropriate group of contract owners that votes

in favor of such segregation, or offering to any of the affected contract

owners the option of segregating the assets attributable to their contracts

or policies, and (b) establishing a new registered management investment

company and segregating the assets underlying the Policies, unless a

majority of Policy owners materially adversely affected by the conflict

have voted to decline the offer to establish a new registered management

investment company.

7.3. A majority of the disinterested trustees of the Board shall determine

whether any proposed action by the Company adequately remedies any material

irreconcilable conflict. In the event that the Board determines that any

proposed action does not adequately remedy any material irreconcilable

conflict, the Company will withdraw from investment in the Trust each of

the Accounts designated by the disinterested trustees 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 to remedy any such

material irreconcilable conflict as determined by a majority of the

disinterested trustees of the Board.

7.4. If and to the extent that 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

shares funding (as defined in the Mixed and Shared Funding Exemptive Order)

on terms and conditions materially different from those contained in the

Mixed Shared Funding Exemptive Order, then (a) the Trust and/or the

Participating Insurance Companies, as appropriate, shall take such steps as

may be necessary to comply with Rule 6e-2 and 6e-3(T), as amended, and Rule

6e-3, as adopted, to the extent such rules are applicable; and (b) Sections

3.5, 3.6, 7.1, 7.2, 7.3 and 7.4 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.

8.1. Indemnification by the Company

The Company agrees to indemnify and hold harmless the Trust, MFS, any

affiliates of MFS, and each of their respective directors/trustees,

officers and each person, if any, who controls the Trust or MFS within the

meaning of Section 15 of the 1933 Act, and any agents or employees of the

foregoing (each an "Indemnified Party," or 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 expenses (including reasonable counsel

fees) to which an Indemnified Party may become subject under any statute,

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 Shares or the

Policies and:

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

untrue

statement of any material

fact

contained in the

registration statement, prospectus or statement of additional

information for the Policies or contained in the Policies or

sales literature or other promotional material for the Policies

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

arise out of or are based upon the commission 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 reasonable

reliance upon and in conformity with information furnished to the

Company or its designee by or on behalf of the Trust or MFS for

use in the registration statement, prospectus or statement of

additional information for the Policies or in the Policies or

sales literature or other promotional material (or any amendment

or supplement) or otherwise for use in connection with the sale

of the Policies or Shares; or

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

(other than statements or representations contained in the

registration statement,

prospectus, statement of additional

information or sales literature or other promotional material of

the Trust not supplied by the Company or this designee, or

persons under its control and on which the Company has reasonably

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

control, with respect to the sale or distribution of the Policies

or Shares; or

a material fact contained in the

registration

statement,

prospectus,

statement of additional information,

or sales

literature or other promotional literature of the Trust, 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 Trust by or on behalf of the

Company; or

(d) 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; or

(e) arise as a result of any failure by the Company to provide the

services and furnish the materials under the terms of this

Agreement;

as limited by and in accordance with the provisions of this Article VIII.

8.2. Indemnification by the Trust

The Trust 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, and any agents or

employees of the foregoing (each an "Indemnified Party," or 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 Trust) or expenses (including

reasonable counsel fees) to which any Indemnified Party may become subject

under any statute, 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 Shares or the

Policies and:

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

untrue

statement of any material

fact

contained in the

registration statement,

prospectus, statement of additional

information or sales literature or other promotional material of

the Trust (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 statement 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 reasonable

reliance upon and in conformity with information furnished to the

Trust, MFS, the Underwriter or their respective designees by or

on behalf of the Company for use in the registration statement,

prospectus or statement of additional information for the Trust

or in sales literature or other promotional material for the

Trust (or any amendment or supplement) or otherwise for use in

connection with the sale of the Policies or Shares; or

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

(other than statement or representations

contained in the

registration statement,

prospectus, statement of additional

information or sales literature or other promotional material for

the Policies not supplied by the Trust, MFS, the Underwriter or

any of their respective

designees or persons under their

respective control and on which any such entity has reasonably

relied) or wrongful conduct of the Trust or persons under its

control, with respect to the sale or distribution of the Policies

or Shares; or

breach of any

representation

and/or warranty made by the Trust in this

Agreement (including a failure, whether unintentional or in good

faith or

otherwise,

to comply

with the

diversification

requirements or a failure to qualify as a registered investment

company, each as specified in Article VI of this Agreement) or

arise out of or result from any other material breach of this

Agreement by the Trust; or

(d) arise out of or result from the materially incorrect or untimely

calculation or reporting of the daily net asset value per share

or dividend or capital gain distribution rate; or

(e) arise as a result of any failure by the Trust to provide the

services and furnish the materials under the terms of the

Agreement;

as limited by and in accordance with the provisions of this Article VIII.

8.3. In no event shall the Trust be liable under the indemnification

provisions contained in this Agreement to any individual or entity,

including without limitation, the Company, or any Participating Insurance

Company or any Policy holder, with respect to any losses, claims, damages,

liabilities or expenses that arise out of or result from (i) a breach of

any representation, warranty, and/or covenant made by the Company hereunder

or by any Participating Insurance Company under an agreement containing

substantially similar representations, warranties and covenants; (ii) the

failure by the Company or any Participating Insurance Company to maintain

its segregated asset account (which invests in any Portfolio) as a legally

and validly established segregated asset account under applicable state law

and as a duly registered unit investment trust under the provisions of the

1940 Act (unless exempt therefrom); or (iii) the failure by the Company or

any Participating Insurance Company to maintain its variable annuity and/or

variable life insurance contracts (with respect to which any Portfolio

serves as an underlying funding vehicle) as life insurance, endowment or

annuity contracts under applicable provisions of the Code.

8.4. Neither the Company nor the Trust shall be liable under the

indemnification provisions contained in this Agreement with respect to any

losses, claims, damages, liabilities or expenses to which an Indemnified

Party would otherwise be subject by reason of such Indemnified Party's

willful misfeasance, willful misconduct, 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.

8.5. Promptly after receipt by an Indemnified Party under this Section 8.5.

of commencement of action, such Indemnified Party will, if a claim in

respect thereof is to be made against the indemnifying party under this

section, notify the indemnifying party of the commencement thereof; but the

omission so to notify the indemnifying party will not relieve it from any

liability which it may have to any Indemnified Party otherwise than under

this section. In case any such action is brought against any Indemnified

Party, and it notified the indemnifying party of the commencement thereof,

the indemnifying party will be entitled to participate therein and, to the

extent that it may wish, assume the defense thereof, with counsel

satisfactory to such Indemnified Party. After notice from the indemnifying

party of its intention to assume the defense of an action, the Indemnified

Party shall bear the expenses of any additional counsel obtained by it, and

the indemnifying party shall not be liable to such Indemnified Party under

this section for any legal or other expenses subsequently incurred by such

Indemnified Party in connection with the defense thereof other than

reasonable costs of investigation.

8.6. Each of the parties agrees promptly to notify the other parties of the

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

respective officers, directors, trustees, employees or 1933 Act control

persons in connection with the Agreement, the issuance or sale of the

Policies, the operation of the Accounts, or the sale or acquisition of

Shares.

8.7. A successor by law of the parties to this Agreement shall be entitled

to the benefits of the indemnification contained in this Article VIII. The

indemnification provisions contained in this Article VIII are in addition

to any liability the parties may otherwise have.

9.1. This Agreement

shall be construed and the provisions

hereof

interpreted under and in accordance with the laws of The Commonwealth of

Massachusetts.

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 and the terms hereof shall be interpreted and construed in

accordance therewith.

The Trust, MFS, and the Company agree that each such party shall promptly

the SEC, or any insurance department or any other regulatory body regarding such

11.1. This Agreement shall terminate with respect to the Accounts, or one,

some, or all Portfolios:

(a) at the option of any party upon six (6) months' advance written

notice to the other parties; or

(b) at the option of the Company to the extent that the Shares of

Portfolios are not reasonably available to meet the requirements

of the Policies or are not "appropriate funding vehicles" for the

Policies, as reasonably determined by the Company. Without

limiting the generality of the foregoing, the Shares of a

Portfolio would not be "appropriate funding vehicles" if, for

example, such Shares did not meet the diversification or other

requirements referred to in Article VI hereof; or if the Company

would be permitted to disregard Policy owner voting instructions

pursuant to Rule 6e-2 or 6e-3(T) under the 1940 Act. Prompt

notice of the election to terminate for such cause and an

explanation of such cause shall be furnished to the Trust by the

Company; or

proceedings against the Company by the NASD, the SEC, or any

insurance department or any other regulatory body regarding the

Company's duties under this Agreement or related to the sale of

the Policies, the operation of the Accounts, or the purchase of

the Shares; or

(d) at the option of the Company upon

institution of formal

proceedings against the Trust by the NASD, the SEC, or any state

securities or insurance department or any other regulatory body

regarding the Trust's or MFS' duties under this Agreement or

related to the sale of the Shares; or

(e) at the option of the Company, the Trust or MFS upon receipt of

any necessary regulatory approvals and/or the vote of the Policy

owners having an interest in the Accounts (or any subaccounts) to

substitute the shares of another investment company for the

corresponding Portfolio Shares in accordance with the terms of

the Policies for which those Portfolio Shares had been selected

to serve as the underlying investment media. The Company will

give thirty (30) days' prior written notice to the Trust of the

Date of any proposed vote or other action taken to replace the

Shares; or

(f) termination by either the Trust or MFS by written notice to the

Company, if either one or both of the Trust or MFS 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

(g) termination by the Company by written notice to the Trust and

MFS, if the Company shall determine, in its sole judgment

exercised in good faith, that the Trust or MFS has suffered a

material adverse change in this business, operations, financial

condition or prospects since the date of this Agreement or is the

subject of material adverse publicity; or

(h) at the option of any party to this Agreement, upon another

party's material breach of any provision of this Agreement; or

(i) upon assignment of this Agreement, unless made with the written

consent of the parties hereto.

11.2. The notice shall specify the Portfolio or Portfolios, Policies and,

if applicable, the Accounts as to which the Agreement is to be terminated.

11.3. It is understood and agreed that the right of any party hereto to

terminate this Agreement pursuant to Section 11.1 (a) may be exercised for

cause or for no cause.

11.4. Except as necessary to implement Policy owner initiated transactions,

or as required by state insurance laws or regulations, the Company shall

not redeem the Shares attributable to the Policies (as opposed to the

Shares attributable to the Company's assets held in the Accounts), and the

Company shall not prevent Policy owners from allocating payments to a

Portfolio that was otherwise available under the Policies, until thirty

(30) days after the Company shall have notified the Trust of its intention

to do so.

11.5. Notwithstanding any termination of this Agreement, the Trust and MFS

shall, at the option of the Company, continue to make available additional

shares of the Portfolios pursuant to the terms and conditions of this

Agreement, for all Policies in effect on the effective date of termination

of this Agreement (the "Existing Policies"), except as otherwise provided

under Article VII of this Agreement. Specifically, without limitation, the

owners of the Existing Policies shall be permitted to transfer or

reallocate investment under the Policies, redeem investments in any

Portfolio and/or invest in the Trust upon the making of additional purchase

payments under the Existing Policies.

11.6. If this Agreement terminates, the parties agree that Article VIII,

and to the extent that all or a portion of the assets of the Accounts

continue to be invested in the Trust, Articles I, II, III, VI and VII, will

remain in effect after termination.

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

If to the Trust:

MFS VARIABLE INSURANCE TRUST

500 Boylston Street

Boston, Massachusetts 02116

Attn: Stephen E. Cavan, Secretary

If to the Company:

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

751 Broad Street, 21 Plaza

Newark, NJ 07 102-3777

Attn: Mary L. Cavanaugh,

Deputy Chief Legal Officer

If to MFS:

MASSACHUSETTS FINANCIAL SERVICES COMPANY

500 Boylston Street

Boston, Massachusetts 02116

Attn: Stephen E. Cavan, General Counsel

13.1. Subject to the requirement of legal process and regulatory authority,

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

the owners of the Policies and all information reasonably identified as

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

by this Agreement or as otherwise required by applicable law or regulation,

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 it may come into the public domain.

13.2. 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.

13.3. This Agreement may be executed simultaneously in one or more

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

same instrument.

13.4. 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.

13.5. The Schedule attached hereto, as modified from time to time, is

incorporated herein by reference and is part of this Agreement.

13.6. Each party hereto shall cooperate with each other party in connection

with inquiries by appropriate governmental authorities (including without

limitation the SEC, the NASD, and state insurance regulators) relating to

this Agreement or the transactions contemplated hereby.

13.7. 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.

13.8. A copy of the Trust's Declaration of Trust is on file with the

Secretary of State of The Commonwealth of Massachusetts. The Company

acknowledges that the obligations of or arising out of this instrument are

not binding upon any of the Trust's trustees, officers, employees, agents

or shareholders individually, but are binding solely upon the assets and

property of the Trust in accordance with its proportionate interest

hereunder. The Company further acknowledges that the assets and liabilities

of each Portfolio are separate and distinct and that the obligations of or

arising out of this instrument are binding solely upon the assets or

property of the Portfolio on whose behalf the Trust has executed this

instrument. The Company also agrees that the obligations of each Portfolio

hereunder

shall be several and not joint, in accordance with its

proportionate interest hereunder, and the Company agrees not to proceed

against any Portfolio for the obligations of another Portfolio.

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

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

By its authorized officer,

By: /s/ Paul Haley

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

Title: Vice President & Actuary

MFS VARIABLE INSURANCE TRUST, on behalf of the

Portfolios By its authorized officer and not

individually,

By: /s/ A. Keith Brodkin

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

A. Keith Brodkin, Chairman

MASSACHUSETTS FINANCIAL SERVICES COMPANY

By its authorized officer,

By: /s/ Arnold D. Scott

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

Arnold D. Scott, Senior Executive Vice President