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EXHIBIT 99.7
INDEMNIFICATION AGREEMENT
WHEREAS, the staff of the Securities and Exchange Commission has approved
the use of a combined simplified prospectus and a combined statement of
additional information that will describe both a variable life insurance
contract and its underlying fund;
WHEREAS, Pruco Life Insurance Company ("Pruco Life") and the Board of
Directors of The Prudential Series Fund ("Series Fund") agree that a combined
simplified prospectus and a combined simplified statement of additional
information for the Series Fund (Reg. No. 2-80896) and The PRUvider Variable
Appreciable Life Contract (Reg. No. 33-49994) (the "PRuvider Contract") will be
more comprehensible and will more effectively disclose to prospective purchasers
the material information relating to the PRuvider Contract and to the Series
Fund than the two separate prospectuses that are currently given to prospective
purchasers: and
WHEREAS, Pruco Life recognizes that the Series Fund and the members of its
Board of Directors should have no responsibility for the accuracy of the
statements in the combined simplified prospectus, to the extent that those
statements relate to a PRuvider Contract rather than to the Series Fund, and
that the Series Fund and the members of its Board of Directors should have no
obligation to verify the accuracy or completeness of such statements, such
obligation being solely that of Pruco Life as the issuer of the PRuvider
Contracts and as the depositor of the Pruco Life PRuvider Variable Appreciable
Account;
NOW, THEREFORE, Pruco Life hereby agrees that the Series Fund and the
members of the Board of Directors of the Series Fund shall not be liable for any
loss or damage resulting from any misstatement or misrepresentation or for any
omission of any material fact in the combined simplified prospectus that is part
of the registration statement for the Series Fund, Registration No. 2-80896, to
the extent that such misstatement, misrepresentation, or omission relates to the
PRuvider Contract or to any of its provisions or to the manner in which it is
administered.
Pruco Life further agrees that it will indemnify the Series Fund and any or
all of the members of the Board of Directors of the Series Fund and shall hold
them harmless from all cost, damage and expense that they or any of them may
incur, including the expenses of legal counsel and any other expenses incurred
defending any claim that may be brought against them, arising from the inclusion
in the combined simplified prospectus or its statement of additional
information, of any information relating to the PRUvider Contract or from the
failure of that prospectus or statement of additional information to include any
information relating to the PRUvider Contract.
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Indemnification under this Agreement is conditioned upon the following:
The Series Fund and the directors of the Series Fund will promptly notify
Pruco Life if any such claim is made against any of them. In addition, the
Series Fund and the directors of the Series Fund will use all reasonable
care to identify and notify Pruco Life promptly concerning any situation
which presents or appears likely to present the probability of such a
claim. Pruco Life shall have the option to defend the Series Fund and the
members of the Board of Directors of the Series Fund against any claim
which may be the subject of this Indemnification Agreement and, in the
event that Pruco Life so elects, it will so notify them. Upon such
notification, Pruco Life shall take over complete defense of the claim. In
such situation, the Series Fund and the members of the Board of Directors
of the Series Fund shall fully cooperate with Pruco Life in the defense of
such claim and they shall initiate no further legal or other expenses for
which they shall seek indemnification under this Agreement. The Series Fund
and the members of the Board of Directors of the Series Fund shall in no
case confess any claim or make any compromise in any case in which Pruco
Life will be asked to provide indemnification under this agreement except
with Pruco Life's prior written consent.
IN WITNESS WHEREOF, Pruco Life has caused this agreement to be executed by
the officer designated below as of May 1, 1994, the effective date of the
registration statement that first includes the combined simplified prospectus
and the combined statement of additional information.
PRUCO LIFE INSURANCE COMPANY
Witness:
________________________________ By________________________________
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