PARTICIPATION AGREEMENT

AMONG

MFS VARIABLE INSURANCE TRUST,

PRUCO LIFE INSURANCE COMPANY

AND

MASSACHUSETTS FINANCIAL SERVICES COMPANY

THIS AGREEMENT, made and entered into this 2nd day of July 1996, by and

Company set forth in Schedule A hereto, as may be amended from time to time (the

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 retuse 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.

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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

foflowed 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

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-

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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

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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 of 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

in 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

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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 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

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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-l 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-1 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.

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

the Trust will meet the diversification requirements of Section

8l7(h)(l) 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

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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;

(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

statement of 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

-9-

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

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

-10-

(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.

-11-

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;

-12-

(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;

(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;

(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.

-13-

Any notice shall be sufficiently given when sent by registered or

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

751 Broad Street, 21 Plaza

Newark, NJ 07102-3777

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.

-14-

l3.6. 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

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

-15-

As of July 2, 1996

SCHEDULE A

ACCOUNTS, POLICIES AND PORTFOLIOS

SUBJECT TO THE PARTICIPATION AGREEMENT

NAME OF SEPARATE

ACCOUNT AND DATE

POLICIES FUNDED

PORTFOLIOS

The Pruco Life Flexible Premium

Discovery Select

Emerging Growth Fund

Variable Annuity Account

Annuity Contract

Research Fund

(Est. 6/16/95)

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