AMENDMENT NO. 8 TO PARTICIPATION AGREEMENT

Exhibit 8(d)

AMENDMENT NO. 8 TO PARTICIPATION AGREEMENT

The Participation Agreement made and entered into as of the 11^th day of April 1997 by and among MFS Variable Insurance Trust (“Trust”), Prudential Insurance Company of America (“Company”), and Massachusetts Financial Services Company (“MFS”), as amended to date (the “Participation Agreement”), is hereby amended as follows effective March 28^th, 2015:

WHEREAS, MFS desires to assign all rights and obligations under the Agreement to its affiliate, MFS Fund Distributors, Inc. (“MFD”) and MFD and the Company hereby consent to such assignment; and

WHEREAS, the parties desire to add an open-end management investment company for which MFD serves as principal underwriter.

NOW, THEREFORE, in consideration of the above premises and mutual covenants set forth herein, the Company, the Trusts and MFD hereby agree as follows:

1. MFS does hereby assign all its rights, duties and obligations under the Agreement to MFD.

2. MFD for itself and its successors and assigns, hereby agrees to succeed to and to assume and perform all the rights, duties and obligations of MFS under the Agreement.

3. All references to “Massachusetts Financial Services Company” and “MFS” are hereby replaced with “MFS Fund Distributors, Inc.” and “MFD”, respectively.

4. MFS VARIABLE INSURANCE TRUST II, a Massachusetts business trust (“Trust II”) and MFS VARIABLE INSURANCE TRUST III, a Delaware statutory trust (“Trust III”) are hereby added as parties and all references to “Trust(s)” now include, as the context may require, Trust II and Trust III. Trust II and Trust III each hereby agrees to be bound by all terms and conditions set forth in the Agreement, as amended hereby.

5. Section 5.4 is hereby deleted in its entirety.

6. Article XII, “Notices,” is hereby restated in its entirety as follows:

ARTICLE XII. NOTICES

Any notice shall be sufficiently given when sent by registered or certified mail, overnight courier, email or facsimile to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.

If to Trusts:

MFS Variable Insurance Trust I, MFS Variable Insurance Trust II and MFS

Variable Insurance Trust III

000 Xxxxxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

email: XXXXXXxxxxxXxx@XXX.xxx

Facsimile No.: (000) 000-0000

Attn: Xxxxx X. Xxxxxx, Assistant Secretary

If to Company:

Prudential Insurance Company of America

000 Xxxxx Xxxxxx, 00 Xxxxx

Xxxxxx, XX 00000-0000

Attn: Deputy Chief Legal Officer

If to MFD:

MFS Fund Distributors, Inc.

000 Xxxxxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

email: XXXXXXxxxxxXxx@XXX.xxx

Attn: General Counsel

7. The first sentence of Section 13.8 is hereby restated as follows:

“A copy of Trust I’s and Trust II’s Declaration of Trust is on file with the Secretary of State of The Commonwealth of Massachusetts.”

8. Schedule A is hereby deleted in its entirety and replaced with the Schedule A attached hereto.

Except as expressly amended hereby, the Participation Agreement shall continue in full force and effect and unamended.

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to the Participation Agreement to be executed in its name and on its behalf by its duly authorized representative:

PRUDENTIAL INSURANCE COMPANY OF AMERICA						MFS FUND DISTRIBUTORS, INC.
By its authorized officer and individually,
By:		/s/ Xxxxxxxx X Xxxxx				By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxxxxx X Xxxxx				Name:		Xxxxx X. Xxxxxx
Title:		Vice President				Title:		President
MFS VARIABLE INSURANCE TRUST						MASSACHUSETTS FINANCIAL SERVICES COMPANY
MFS VARIABLE INSURANCE TRUST II
MFS VARIABLE INSURANCE TRUST III
By:		/s/ Xxxxx Xxxxxx				By:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxx Xxxxxx				Name:		Xxxxxxx Xxxxxxx
Title:		Assistant Secretary				Title:		President

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SCHEDULE A

PORTFOLIOS

SUBJECT TO THE PARTICIPATION AGREEMENT

March 28^th, 2015

Separate Account Depositor		Share Classes Available		Trust I Portfolios Participating In The Applicable Separate Account		Trust II Portfolios Participating In The Applicable Separate Account		Trust III Portfolios Participating In The Applicable Separate Account
Prudential Insurance Company of America		Initial And Service Class Shares		See Below		See Below		See Below
Prudential Retirement and Annuity Company		Initial And Service Class Shares		See Below		See Below		See Below
Pruco Life		Initial And Service Class Shares		See Below		See Below		See Below
Pruco Life of New Jersey		Initial And Service Class Shares		See Below		See Below		See Below

Portfolios Available to Policies:

VITI		VIT II
MFS Global Equity Series		MFS Blended Research Core Equity Portfolio
MFS Growth Series		MFS Bond Portfolio**
MFS Investors Trust Series		MFS Core Equity Portfolio
MFS Mid Cap Growth Series		MFS Emerging Markets Equity Portfolio
MFS New Discovery Series		MFS Global Governments Portfolio
MFS Research Bond Series*		MFS Global Growth Portfolio
MFS Research Series		MFS Global Research Portfolio
MFS Total Return Series		MFS Global Tactical Allocation Portfolio
MFS Utilities Series		MFS Government Securities Portfolio
MFS Value Series		MFS High Yield Portfolio MFS International Growth Portfolio MFS International Value Portfolio MFS Massachusetts Investors Growth Stock Portfolio MFS Money Market Portfolio MFS Research International Portfolio MFS Strategic Income Portfolio MFS Technology Portfolio
VIT III
		MFS Inflation-Adjusted Bond Portfolio
MFS Blended Research Small Cap Equity Portfolio		MFS Limited Maturity Portfolio
MFS Conservative Allocation Portfolio		MFS Mid Cap Value Portfolio
MFS Global Real Estate Portfolio		MFS Moderate Allocation Portfolio
MFS Growth Allocation Portfolio		MFS New Discovery Value Portfolio

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and any other Portfolios or series of shares of the Trusts that are available and open to new investors on or after the effective date of this Amendment.

* MFS Research Bond Series will be renamed MFS Total Return Bond Series effective April 30^th, 2015

** MFS Bond Portfolio will be renamed MFS Corporate Bond Portfolio effective April 30^th, 2015

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